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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TICKETMASTER GROUP, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
88633U 10 3
(CUSIP Number)
JAMES GALLAGHER
HSN, INC.
1 HSN DRIVE
ST. PETERSBURG, FL 33729
(813) 572-8585
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 23, 1997
(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 4 Pages
This Report on Schedule 13D constitutes Amendment No.
1 ("Amendment No. 1") to the Original Report on Schedule 13D
filed by the Reporting Person on July 28, 1997 (as amended, the
"Schedule 13D"). Capitalized terms used and not defined herein
have the meanings provided in the Original Report on Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 of the Schedule
13D is hereby amended by reference to the information set forth
in Item 4 of this Amendment No. 1, which is hereby incorporated
by reference herein.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information contained in Item 4 of the Schedule
13D is hereby amended and supplemented by adding the following
information:
On October 23, 1997, HSN, Inc. ("HSNi") delivered a
letter to the Board of Directors of Ticketmaster Group, Inc.
("Ticketmaster") proposing a transaction (the "Proposal")
pursuant to which HSNi would acquire all publicly held shares
of common stock, no par value, of Ticketmaster. A copy of the
letter is attached hereto as an exhibit and is incorporated
herein by reference, and the description herein of the Proposal
is qualified in its entirety by reference to such exhibit.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
The information contained in Item 6 of the Schedule
13D is hereby amended by reference to the information set forth
in Item 4 of this Amendment No. 1, which is hereby incorporated
by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule
13D:
(1) Letter, dated October 23, 1997, from HSN, Inc. to
the Board of Directors of Ticketmaster Group,
Inc.
Page 2 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
HSN, INC.
By: /s/ Jed B. Trosper
Name: Jed B. Trosper
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
October 23, 1997
Page 3 of 4 Pages
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
Exhibit 1 - Stock Exchange Agreement/*/
Exhibit 2 - Letter Agreement/*/
Exhibit 3 - Letter, dated October 23, 1997,
from HSN, Inc. to the Board of
Directors of Ticketmaster Group,
Inc.
_____________________
* Previously filed.
Page 4 of 4 Pages
Exhibit 3
[Letterhead of HSN, Inc.]
October 23, 1997
Board of Directors
Ticketmaster Group, Inc.
8800 Sunset Boulevard
West Hollywood, California 90069
Gentlemen:
I am pleased to propose, for your consideration, a trans-
action pursuant to which HSN, Inc. ("HSNi") would acquire all
publicly held shares of common stock of Ticketmaster Group,
Inc. ("Ticketmaster") in a tax-free merger transaction in which
each such share of Ticketmaster common stock would be exchanged
as follows:
-- at HSNi stock prices of $44 to $50 per share during a
measuring period prior to stockholder approval of the
transactions, each Ticketmaster share would be ex-
changed for .506 of a share of HSNi common stock,
-- at HSNi stock prices below $44 per share, there would
be a floating exchange ratio designed to provide
Ticketmaster stockholders with protection in value of
$22.264 per share between values of $40 to $44 per
HSNi share, and otherwise capped at .557 of a share
of HSNi common stock, and
-- at HSNi stock prices above $50 per share, there would
be a floating exchange ratio designed to provide
value of $25.30 per Ticketmaster common share at
these HSNi stock values.
Based upon yesterday's closing price of HSNi common stock
($47), our proposal values each publicly traded share of Tick-
etmaster common stock at $23.78 per share. Alternatively, if
the Ticketmaster Board would prefer, HSNi is prepared to ac-
quire the balance of the Ticketmaster shares in a cash merger
transaction at $25 per Ticketmaster share (yesterday's closing
price, which already fully reflects HSNi's publicly disclosed
consideration of making a merger proposal).
Consummation of a stock merger will permit Ticketmaster
and HSNi to work even more closely together while allowing
Ticketmaster's public shareholders to retain a continued owner-
ship interest in Ticketmaster's business through an ownership
interest in HSNi. Our proposal is, of course, conditioned upon
Board of Directors
Ticketmaster Group, Inc.
October 23, 1997
Page 2
the execution of a definitive agreement which would contain ap-
propriate representations, warranties, covenants and conditions
customary for transactions of this nature, including approval
by our respective boards of directors and stockholders.
We are prepared to discuss our proposal with a special
committee of Ticketmaster's disinterested directors (the "Spe-
cial Committee") which we propose be formed to consider our
proposal. Both we and our financial and legal advisors are at
your disposal to render whatever assistance or provide any fur-
ther details with respect to our proposal that you may require.
We are all prepared to meet with the Special Committee and its
legal and financial advisors at your earliest convenience.
We very much appreciate your willingness to consider our
proposal and look forward to working with you towards its suc-
cessful completion.
Very truly yours,
/s/ Barry Diller
Barry Diller
Chairman and Chief
Executive Officer