UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 9, 2002
USA INTERACTIVE
(Exact name of Registrant as specified in charter)
Delaware 0-20570 59-2712887
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
152 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 314-7300
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
USA Interactive, a Delaware corporation (the "Company"), announced on
October 10, 2002 that it had entered into an Agreement and Plan of Merger, dated
as of October 9, 2002 (the "Merger Agreement"), by and among the Company, T
Merger Corp., a Delaware corporation ("Sub"), and Ticketmaster, a Delaware
corporation and majority owned subsidiary of the Company ("Ticketmaster").
Pursuant to the Merger Agreement, (a) Sub will be merged with and into
Ticketmaster, with Ticketmaster surviving as a wholly owned subsidiary of the
Company (the "Merger"), and (b) each share of Class A common stock, par value
$0.01 per share, of Ticketmaster and share of Class B common stock, par value
$0.01 per share, of Ticketmaster (in each case, other than (i) shares held by
the Company or any wholly owned subsidiary of the Company, (ii) shares held by
Ticketmaster or any wholly owned subsidiary of Ticketmaster, and (iii) shares of
Class A common stock held by Ticketmaster stockholders that validly perfect
appraisal rights under Delaware law) will be automatically converted in the
Merger into 0.935 of a share of common stock, par value $0.01 per share, of the
Company. The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1
and hereby incorporated by reference herein. A copy of the joint press release
issued by the Company and Ticketmaster is attached as Exhibit 99.1 hereto, and
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of October 9, 2002, by and
among USA Interactive, T Merger Corp. and Ticketmaster.
99.1 Joint Press Release issued by USA Interactive and Ticketmaster.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
USA INTERACTIVE
By: /s/ Julius Genachowski
----------------------------
Name: Julius Genachowski
Title: Executive Vice President
Date: October 10, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of October 9,
2002, by and among USA Interactive, T Merger Corp. and
Ticketmaster.
99.1 Joint Press Release issued by USA Interactive and
Ticketmaster.