SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)(1)
Ticketmaster
(NAME OF ISSUER)
Class B Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
88633P203
(CUSIP NUMBER)
Julius Genachowski, Esq.
USA Interactive
152 West 57th Street
New York, NY 10019
(212) 314-7300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
October 9, 2002
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Page 1 of 8 Pages)
-----------------------
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
------------------------- --------------------------
CUSIP No. 88633P203 Page 2 of 8 Pages
------------------------- ---------------------------
------------------- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USA INTERACTIVE
------------------- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
------------------- ------------------------------------------------------------
3 SEC USE ONLY [ ]
------------------- ------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
------------------- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
------------------- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------- ------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
95,782,544(1)
------------------------------------------------------------
SHARES 8
BENEFICIALLY SHARED VOTING POWER
-0-
------------------------------------------------------------
OWNED BY 9
EACH SOLE DISPOSITIVE POWER
95,782,544(1)
------------------------------------------------------------
REPORTING 10
PERSON WITH SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,782,544(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|X|(2)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.5%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(1) Assumes conversion of all shares of Class A common stock, par value $.01
per share, of the Issuer ("Class A Common Stock") beneficially owned by USA
Interactive into shares of Class B common stock, par value $.01 per share, of
the Issuer ("Class B Common Stock"). Because each share of Class A Common Stock
generally is entitled to 15 votes per share and each share of Class B
Common Stock is entitled to one vote per share, USA Interactive beneficially
owns equity securities of the Issuer representing approximately 93% of the
voting power of the Issuer.
(2) 42,480,143 shares of Class A Common Stock and 50,260,401 shares of Class B
Common Stock (collectively, the "Embedded Shares") are held by Ticketmaster
Corporation, a wholly owned subsidiary of the Issuer. USA Interactive disclaims
beneficial ownership of the Embedded Shares, and nothing contained in this
Statement shall be construed as an admission that USA Interactive is, for the
purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the
beneficial owner of any Embedded Shares.
Page 2 of 8
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 7 (this "Amendment") to the Statement on
Schedule 13D (the "Statement") by USA Interactive (formerly USA Networks, Inc.,
"USA"), dated December 2, 1999, as amended by Amendment No. 1, dated June 26,
2000, Amendment No. 2, dated October 23, 2000, Amendment No. 3, dated November
21, 2000, Amendment No. 4, dated January 31, 2001, Amendment No. 5, dated June
3, 2002, and Amendment No. 6, dated June 7, 2002, with respect to shares of
Class B common stock, par value $.01 per share (the "Class B Common Stock"), of
Ticketmaster ("TMCS"). All capitalized terms used and not otherwise defined
herein shall have the meanings assigned to these terms in the Statement. The
principal executive offices of TMCS are located at 3701 Wilshire Boulevard, Los
Angeles, California 90010.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by USA. The principal offices of USA are located at
152 West 57th Street, New York, New York 10019. USA (Nasdaq: USAI), via the
Internet, the television and the telephone, engages worldwide in the business of
interactivity across electronic retailing, travel services, ticketing services,
personals services, local information services and teleservices. USA is
comprised of HSN; Expedia, Inc. (Nasdaq: EXPE); Hotels.com (Nasdaq: ROOM);
Interval International; TV Travel Group; Ticketmaster (Nasdaq: TMCS), which
operates Match.com and Citysearch; Precision Response Corporation; Elec-tronic
Commerce Solutions; and Styleclick, Inc. (OTCBB: IBUYA).
Annex A attached to this Schedule 13D contains the following information
concerning each director, executive officer and controlling person of USA: (i)
the name and residence or business address; (ii) the principal occupation or
employment and (iii) the name, principal business and address of any corporation
or other organization in which such employment is conducted. Annex A is hereby
incorporated herein by reference. To the knowledge of USA, each of the persons
named on Annex A (the "Annex A Persons"), except Jean-Rene Fourtou and
Jean-Marie Messier is a United States citizen. Messrs. Fourtou and Messier are
French citizens. During the last five years, neither USA nor any of the Annex A
Persons (to the knowledge of USA) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither USA nor any of the Annex A Persons (to the knowledge of USA) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, is or was subject to
a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Barry Diller, the Chairman and Chief Executive Officer of USA, Universal
Studios, Inc., Liberty Media Corporation, and Vivendi Universal, S.A. are
parties to a stockholders agreement (the "Stockholders Agreement") relating to
USA. Mr. Diller's business address is, c/o USA at 152 West 57th Street, New
York, New York 10019. Through his own holdings and the Stockholders Agreement,
Mr. Diller has the right, directly or indirectly, to control 69.1% of the
outstanding total voting power of USA. As a result, except with regard to
certain specified matters, Mr. Diller generally has the ability to control the
outcome of all matters submitted to a vote of USA's stockholders. Mr. Diller
disclaims beneficial ownership of any shares of Ticketmaster stock owned by USA.
ITEM 4. PURPOSE OF THE TRANSACTIONS
The information contained in Item 4 of the Statement is hereby amended
and supplemented by adding the following information:
On October 10, 2002, USA and TMCS issued a joint press release
announcing that USA, TMCS and T Merger Corp., a Delaware corporation ("Merger
Sub") had entered into an Agreement and Plan of Merger, dated as of October 9,
2002 (the "Merger Agreement"), pursuant to which Merger Sub will be merged with
and into TMCS, with TMCS continuing as the surviving company (the "Merger").
Pursuant to the Merger, (a) Ticketmaster will become a wholly owned subsidiary
of USA and (b) each share of Class A common stock, par value $.01 per share, of
TMCS ("Class A Common Stock", and together with shares of Class B Common Stock,
"Common Stock") and each share of Class B Common Stock issued and outstanding at
the effective time of the Merger (other than (i) shares of Common Stock that are
held by TMCS or any wholly owned subsidiary of TMCS, (ii) shares of Common Stock
held by USA or any wholly owned subsidiary of USA and (iii) shares of Class A
Common Stock held by TMCS stockholders who validly perfect their appraisal
rights under Delaware law), will be automatically converted into the right to
receive 0.935 of a share of common stock, par value $0.01 per share, of USA
("USA Common Stock").
TMCS currently has four classes of capital stock authorized: (a) Class
A Common Stock, each share of which entitles the holder thereof to 15 votes for
each such share, (b) Class B Common Stock, each share of which entitles the
holder thereof to one vote for each such share, (c) Class C common stock, par
value $.01 per share, which do not vote, and (d) Preferred Stock, par value $.01
per share ("Preferred Stock"). TMCS's board of directors is authorized under
TMCS's Amended and Restated Certificate of Incorporation, as amended, to
establish the powers, preferences, rights and qualifications, limitations and
restrictions of the Preferred Stock. 42,480,143 shares of Class A Common Stock
and 50,260,401 shares of Class B Common Stock (collectively, the "Embedded
Shares") are held by Ticketmaster Corporation, a wholly owned subsidiary of
TMCS. USA disclaims beneficial ownership of the Embedded Shares, and nothing
contained in this Statement shall be construed as an admission that USA is, for
the purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the
beneficial owner of any Embedded Shares.
As a result of the transactions contemplated by the Merger Agreement,
TMCS, as the surviving corporation in the Merger, will have two classes of
common stock: (i) common stock, par value $.01 per share ("Surviving Corporation
Common Stock"), each of which will entitle the holder thereof to one vote per
share and all of the outstanding shares of which will be held by
Ticketmaster Corporation, and (ii) Class B common stock, par value $.01 per
share ("Surviving Corporation Class B Common Stock"), each of which will entitle
the holder thereof to 15 votes per share, and all of the outstanding shares of
which shall be held by USA. In addition, following completion of the Merger,
outstanding and unexercised employee stock options to acquire shares of Common
Stock will be converted into options to acquire shares of USA Common Stock, and
outstanding and unexercised warrants to acquire shares of Common Stock shall be
exercisable for shares of USA Common Stock.
The Merger Agreement contains mutual representations and warranties,
as well as customary covenants (including with respect to the operation of TMCS
prior to consummation of
Page 4 of 8
the Merger) and conditions to the parties' obligations to consummate the Merger,
including the mailing of a definitive information statement of TMCS to its
stockholders and the effectiveness of USA's registration statement to be filed
in connection with the Merger. USA has executed and delivered to TMCS a written
consent of USA, in its capacity as a stockholder of TMCS, adopting and approving
the Merger Agreement and the transactions contemplated thereby, including the
Merger. This action by USA is sufficient for the stockholders of TMCS to adopt
and approve the Merger Agreement and the Merger without the vote of any other
stockholder of TMCS.
Upon consummation of the Merger, shares of Class B Common Stock (i)
will be delisted from The Nasdaq National Market (on which they currently trade
under the symbol "TMCS"), (ii) will become eligible for termination of
registration under the Securities Exchange Act of 1934, as amended, and (iii)
will no longer be publicly traded.
At the effective time of the Merger, the Certificate of Incorporation
of TMCS will be amended so as to read in its entirety in the form set forth as
Exhibit A to the Merger Agreement, and (ii) the By-Laws of Merger Sub shall
become the By-Laws of TMCS. Pursuant to the Merger Agreement, from and after the
effective time of the Merger, until successors are duly elected or appointed and
qualified in accordance with applicable law, (i) the directors of Merger Sub at
the effective time of the Merger will be the directors of TMCS and (ii) the
officers of TMCS at the effective time of the Merger will remain the officers of
TMCS.
A copy of the Merger Agreement, the written consent executed and
delivered to TMCS by USA, dated October 9, 2002, and the joint press release
issued by USA and TMCS, dated October 10, 2002, are attached hereto as Exhibits
99.1, 99.2 and 99.3, respectively, and are hereby incorporated herein by
reference, and the description herein of such documents are qualified in their
respective entireties by reference to such documents.
Except as set forth in this Statement or in the Merger Agreement, or
otherwise relating to integration in connection with the Merger, neither USA
nor, to the best of its knowledge, any of its executive officers, directors or
controlling persons has any plan or proposal which relates to or would result in
any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Item 5 of the Statement is hereby amended
and supplemented by the following.
USA beneficially owns 95,782,544 shares of Class B Common Stock
(assuming the conversion of all shares of Class A Common Stock beneficially
owned by USA into shares of Class B Common Stock), which represents
approximately 66.5% of the outstanding shares of Class B Common Stock (assuming
such conversion). Because each share of Class A Common Stock generally is
entitled to fifteen votes per share and each share of Class B Common Stock is
entitled to one vote per share, USA beneficially owns equity securities of the
Issuer representing approximately 93% of the voting power of TMCS. Mr. Diller,
through the Stockholders Agreement and his ownership of USA stock, may be
deemed, for purposes of Rule 13d-3 under the Exchange Act, to beneficially own
the shares of Common Stock held by USA. Mr. Diller disclaims beneficial
ownership of any shares of Common Stock (including those covered by this
Page 5 of 8
Statement), and nothing contained in this Statement shall be construed as an
admission that Mr. Diller is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act or otherwise, the beneficial owner of any shares of Common Stock
(including those covered by this Statement).
Mr. Dara Khosrowshahi, Executive Vice President and Chief Financial
Officer of USA, beneficially owns 500 shares of Class B Common Stock.
Mr. Julius Genachowski, Executive Vice President, General Counsel and
Secretary of USA, beneficially owns 700 shares of Class B Common Stock.
Mr. Daniel Marriott, Senior Vice President, Strategic Planning of USA,
may be deemed beneficially to own 684,833 shares of Class B Common Stock,
including (i) options to purchase 10,106 shares of Class A Common Stock (which
are convertible into shares of Class B Common Stock on a one for one basis),
(ii) 654,709 shares of Class B Common Stock, (iii) the right to purchase 20,000
shares of Class B Common Stock at $.01 per share, which right vests on December
31, 2002 and (iv) 18 shares of Class B Common Stock held by Mr. Marriott's
spouse. Mr. Marriott disclaims beneficial ownership of any shares of Common
Stock held by his spouse, and nothing contained in this Statement shall be
construed as an admission that Mr. Marriott is, for the purposes of Section
13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any
such shares of Common Stock.
Except as set forth in Item 4 above, to the best knowledge and belief
of USA, no transactions involving Class B Common Stock have been effected during
the past 60 days by USA, or by any of director, executive officer or controlling
person of USA.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information contained in Item 6 of the Statement is hereby amended
by reference to the information set forth in Item 4 and Item 5 of this
Amendment, which is hereby incorporated by reference herein.
Except as set forth in this Statement or in the Merger Agreement, or
otherwise in connection with the Merger or publicly disclosed in USA's and
TMCS's filings with the U.S. Securities and Exchange Commission, none of USA
nor, to the best knowledge of USA, any director, executive officer or
controlling person of USA, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person with respect to any
securities of the TMCS or its subsidiaries, including any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies relating to the Issuer or any securities
of TMCS.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits to this Amendment:
99.1 Agreement and Plan of Merger, dated as of October 9, 2002, by
and among USA Interactive, T Merger Corp. and Ticketmaster
Page 6 of 8
99.2 Written Consent executed by USA Interactive, dated October 9,
2002
99.3 Joint press release issued by USA Interactive and Ticketmaster,
dated October 10, 2002
Page 7 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Date: October 10, 2002
USA INTERACTIVE
By: /s/ Julius Genachowski
-----------------------------------
Name: Julius Genachowski
Title: Executive Vice President
ANNEX A
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director, executive officer and controlling person of USA. The name of each
person who is a director of USA is marked with an asterisk. Mr. Barry Diller is
also a controlling person of USA. Unless otherwise indicated, the business
address of each person listed below is 152 West 57th Street, New York, New York
10019.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR PRINCIPAL BUSINESS IN WHICH SUCH
EMPLOYMENT EMPLOYMENT IS CONDUCTED
Robert R. Bennett* President and Chief Executive Liberty
12300 Liberty Boulevard Officer, Libery Media
Englewood, Colorado 80112 Corporation ("Liberty")
Edgar Bronfman, Jr.* Chief Executive Officer, Lexa Partners, LLC
390 Park Avenue Lexa Partners, LLC
New York, New York 10022
Anne M. Busquet* President, AMB Adivisors, LLC AMB Advisors, LLC
1050 Park Avenue
New York, New York 10285
Barry Diller* Chairman and Chief Executive USA
Officer, USA
Jean-Rene Fourtou* Chairman and Chief Executive Vivendi
375 Park Avenue Officer, Vivendi Universal, S.A.
New York, New York 10152 ("Vivendi")
Victor A. Kaufman* Vice Chairman, USA USA
Donald R. Keough* Chairman of the Board, Allen & Co., Inc.
711 Fifth Avenue Allen & Co. Inc. (Investment Banking)
New York, New York 10022
Dara Khosrowshahi Executive Vice President and Chief USA
Financial Officer, USA
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR PRINCIPAL BUSINESS IN WHICH SUCH
EMPLOYMENT EMPLOYMENT IS CONDUCTED
Marie-Josee Kravis* Senior Fellow, Hudson Hudson Institute
625 Park Avenue Institute
New York, New York 10021
John C. Malone* Liberty Liberty
12300 Liberty Boulevard
Englewood, Colorado 80112
Daniel Marriott Senior Vice President, Strategic USA
Planning, USA
Jean-Marie Messier*
375 Park Avenue, 5th Floor
New York, New York 10152
Julius Genachowski Executive Vice President, General USA
Counsel and Secretary, USA
Gen. H. Norman Retired N/A
Schwarzkopf*
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Diane Von Furstenberg* Chairman, Diane Von Diane Von Furstenberg Studio
389 West 12th Street Furstenberg Studio L.P. L.P. (Fashion Design)
New York, New York 10014
INDEX TO EXHIBITS
-----------------
99.1 Agreement and Plan of Merger, dated as of October 9, 2002, by
and among USA Interactive, T Merger Corp. and Ticketmaster
99.2 Written Consent executed by USA Interactive, dated October 9,
2002
99.3 Joint press release issued by USA Interactive and Ticketmaster,
dated October 10, 2002