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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. 3)1
Ticketmaster Online-Citysearch, Inc.
(Name of Issuer)
Class B Common Stock, par value $.01 per share
(Title of Class of Securities)
88633P203
(CUSIP Number)
Julius Genachowski, Esq. Daniel R. Goodman, Esq.
USA Networks, Inc. Ticketmaster Corporation
152 West 57th Street 3701 Wilshire Boulevard
New York, NY 10019 Los Angeles, CA 90010
(212) 314-7200 (213) 381-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 2000
(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 7 Pages)
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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).
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Person
USA Networks, Inc.
59-2712887
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power None; see Item 5
Shares
Beneficially (8) Shared Voting Power 43,782,544; see Item 5
Owned by
Each (9) Sole Dispositive Power None; see Item 5
Reporting
Person With: (10) Shared Dispositive Power 43,782,544; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,782,544 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
52.6%
Assumes conversion of all shares of Class A Common Stock beneficially
owned by the Reporting Persons into shares of Class B Common Stock.
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, the Reporting Persons beneficially
owns equity securities of the Company representing approximately
84.0% of the voting power of the Company.
(14) Type of Reporting Person
CO
Page 2 of 7
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Ticketmaster Corporation
36-3285772
(2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
(3) SEC Use Only
(4) Source of Funds
Not applicable
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [ ]
(6) Citizenship or Place of Organization
Illinois
Number of (7) Sole Voting Power None; see Item 5
Shares
Beneficially (8) Shared Voting Power 43,782,544; see Item 5
Owned by
Each (9) Sole Dispositive Power None; see Item 5
Reporting
Person With: (10) Shared Dispositive 43,782,544; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,782,544 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
52.6%
Assumes conversion of all shares of Class A Common Stock beneficially
owned by the Reporting Persons into shares of Class B Common Stock.
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, the Reporting Persons beneficially
owns equity securities of the Company representing approximately
84.0% of the voting power of the Company.
(14) Type of Reporting Person
CO
Page 3 of 7
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 3 (this "Amendment") to the Statement
on Schedule 13D (the "Statement"), dated December 2, 1999, as amended by
Amendment No. 1, dated June 26, 2000, and Amendment No. 2, dated October 23,
2000, with respect to shares of Ticketmaster Online-Citysearch ("TMCS") Class B
common stock, par value $.01 per share (the "Class B Common Stock"). 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 790 E. Colorado Boulevard, Suite 200, Pasadena, California
91101.
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 November 21, 2000, USA Networks, Inc. ("USAi") and TMCS issued a
joint press release announcing that USAi and TMCS had entered into a definitive
Contribution Agreement, dated as of November 20, 2000 (the "Contribution
Agreement"), pursuant to which USAi would contribute business and operations of
Ticketmaster Corporation ("Ticketmaster") to TMCS in exchange for the issuance
by TMCS to USAi of 52 million shares of TMCS Class B Common Stock in addition to
the shares of TMCS stock that USAi currently beneficially owns. A copy of the
press release is attached as an exhibit hereto and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The first paragraph of Item 5 of the Statement is hereby amended and
restated in its entirety as follows:
As of November 17, 2000, each of USAi and Ticketmaster may be deemed
to be a beneficial owner of 43,782,544 shares of the Class B Common Stock, all
of which are held of record by Ticketmaster. 42,480,143 of such shares are
shares of Class A Common Stock, which, at the option of the holder, may be
converted on a one-for-one basis into shares of Class B Common Stock. 1,302,401
of such shares are shares of Class B Common Stock. Assuming conversion of the
shares of Class A Common Stock owned by the Reporting Persons into shares of
Class B Common Stock, each of USAi and Ticketmaster may be deemed to
beneficially own 52.6% of the Class B Common Stock. 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, each of USAi and
Ticketmaster may be deemed to beneficially own equity securities of TMCS
representing approximately 84.0% of the voting power of TMCS based upon
47,931,654 shares of Class A Common Stock and 40,754,498 shares of Class B
Common Stock outstanding as of November 17, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Item 6 of the Statement is hereby
amended by
Page 4 of 7
reference to the information set forth in Item 4 of this Amendment, which is
hereby incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as part of this Amendment:
3. Press Release of USA Networks, Inc. and Ticketmaster
Online-Citysearch, Inc., dated November 21, 2000.
Page 5 of 7
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.
Date: November 21, 2000
USA NETWORKS, INC.
By: /s/ Julius Genachowski
--------------------------
Name: Julius Genachowski
Title: Senior Vice President,
General Counsel and
Secretary
TICKETMASTER CORPORATION
By: /s/ Daniel R. Goodman
--------------------------
Name: Daniel R. Goodman
Title: Executive Vice President,
General Counsel and
Assistant Secretary
Page 6 of 7
INDEX TO EXHIBITS
-----------------
3. Press Release of USA Networks, Inc. and Ticketmaster
Online-Citysearch, Inc., dated November 21, 2000.
Page 7 of 7
Exhibit 3
[TICKETMASTER.COM LOGO] [CITYSEARCH.COM LOGO]
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
TICKETMASTER ONLINE-CITYSEARCH TO ACQUIRE
TICKETMASTER CORPORATION
COMBINATION WILL CREATE UNPARALLELED WORLD LEADER IN RESERVED ACCESS,
LOCAL INFORMATION AND SERVICES
BUSINESSES POISED FOR ACCELERATED GROWTH IN NEW MARKETS
November 21, 2000 - New York, NY and Pasadena, CA - USA Networks, Inc. (NASDAQ:
USAI) and Ticketmaster Online-Citysearch, Inc. (NASDAQ: TMCS) announced today
that they have entered into an agreement to combine Ticketmaster Corporation, a
wholly owned subsidiary of USAi, with TMCS, following the unanimous
recommendation of a TMCS independent Board Special Committee. Under terms of the
agreement, USAi will contribute Ticketmaster Corporation to TMCS and receive in
exchange 52 million TMCS Class B shares.
The combination will be renamed Ticketmaster and will result in an unparalleled
group of global businesses all focused on reserved access and local information
and services for consumers. The new Ticketmaster will unite USAi's Ticketmaster
Corporation, the world's leading ticketing company comprised of offline and
international ticketing and reservation businesses, with TMCS's
ticketmaster.com, the second largest eCommerce company on the Internet,
Citysearch, the most used local information and services global network, and
Match, the leader in subscription online personals.
The new Ticketmaster will have a customer database of over 20 million, including
more than 12 million active customers, processing over 80 million tickets
annually, through 3,430 ticketing outlets, 16 call centers, in more than 80
cities and via eight primary websites. As a result of the combination,
Ticketmaster will be better positioned to accelerate its growth in new markets
worldwide and Citysearch will benefit from a broader base of transaction
verticals from which it can continue to solidify its number one position as the
leading network of local information and services.
Upon close of the transaction, USAi's equity in the new Ticketmaster will have
increased from 49% in TMCS to 68% in the combined Company. Barry Diller,
Chairman and CEO of USAi, will also assume the position of Co-Chairman,
Ticketmaster.
1
Mr. Diller said: "Once separated at birth in order to grow the online business,
now properly rejoined with one word, Ticketing - online, offline, wireline or no
wireline - it's now one comprehensive idea for development throughout the
world."
Terry Barnes, currently Chairman and CEO of Ticketmaster Corporation, will
become Co-Chairman, with responsibility for overseeing all operations of the new
Ticketmaster; John Pleasants, currently President and CEO of TMCS, will become
CEO; Larry Jacobson, currently President of Ticketmaster Corporation, will
become President and COO. Together, Mr. Barnes, Mr. Pleasants and Mr. Jacobson
will comprise the Office of the Chairman. Additionally, Charles Conn, the
current Chairman and co-founder of TMCS, will remain with the Company in a
strategic advisory capacity.
"We believe that both our clients and customers will benefit from this
transaction as we combine our resources and energy towards delivering
state-of-the-art ticketing, access services and local content," said Terry
Barnes. "The opportunities to accelerate all aspects of our businesses, in terms
of growth rates and the innovation of new services, are only the obvious reasons
to combine our companies. In the pooling of resources and talent we anticipate
newfound capabilities and expertise that can only come to fruition through this
combination."
"This combination creates an incredibly dynamic organization that will fulfill
our mission to provide people with access to and information about the things
they want to do," said John Pleasants. "United, we will strengthen an already
powerful combination of ticketing and access services, local content and
matchmaking."
"By combining our operations and management teams, we will create a dynamic
organization with a single vision that can achieve growth goals faster and
enhance shareholder value," said Larry Jacobson.
"The combination of ticketing growth trends with those of the Citysearch and
Match businesses, all within the new Ticketmaster, creates a company with solid
long term growth characteristics and a highly efficient, unique and
complementary pairing of offline and online assets," said Jon Miller, President
and CEO USA Information and Services.
Specific growth opportunities and efficiencies expected to be generated by
the combination include:
- - Entry into new ticketing, access and reservation markets including
transportation and participatory sports, through the combined distribution
platforms, systems capabilities and Internet technologies of both companies.
- - Accelerated growth in tickets sold through ticketmaster.com, offering
advantages to the Company, its clients and consumers.
2
- - Introduction of value-added ticketing services to the Company's approximately
5,000 ticketing clients at a faster rate, including Print-My-Own ticketing
and new yield management services delivered through a variety of platforms
including wireless devices.
- - Enhanced integration of TMCS's cityguide and matchmaking content and services
into the Company's ticketing and access businesses to stimulate increased
transaction demand.
An Information Statement will be mailed to current TMCS stockholders pertaining
to the transaction. The transaction is subject to customary conditions and is
expected to be completed in the First Quarter of 2001. The contribution
agreement was reached following the unanimous recommendation of a Special
Committee of all six of the independent members of the Board of Directors of
TMCS. The Committee was formed in response to a request made by USAi to the TMCS
Board to appoint a Special Committee to explore the possibility of a combination
of Ticketmaster Corporation and TMCS.
CONFERENCE CALL
The Company will host a conference call to discuss this announcement which is
open to all parties. The call will be held on Tuesday, November 21, 2000, at
11:00 a.m. Eastern Time. Those parties in the United States and Canada
interested in participating in the telephone conference should call toll free
1-888-847-7597 and use pass code Ticketmaster or listen on the Web at
www.abouttmcs.com. Other international parties should call 1-630-395-0078 and
use pass code Ticketmaster. The call is scheduled to begin promptly at its
appointed time, and all interested parties should be on the line by then. In
order to ensure participation, please dial in 15 minutes prior to the scheduled
time.
Replays of the conference call will begin approximately one hour after its
completion and will run until 5:00 p.m. Eastern Time on November 28, 2000. To
hear the replay, parties in the United States and Canada should call toll free
1-888-567-0399. International parties should 1-402-998-1772. An online replay of
the conference call will be available at www.abouttmcs.com.
ABOUT TICKETMASTER ONLINE-CITYSEARCH
Ticketmaster Online-Citysearch is the leading local network enabling people to
get the most out of their city. Operating in cities worldwide, TMCS helps people
find and plan what they want to do, and then take action, with local
transactions functionality such as buying event tickets, making reservations, or
meeting the right people to do things with - anytime, anywhere, on multiple
devices. This integrated family of sites includes ticketmaster.com, the world's
number one online ticketing company; citysearch.com, the leading local network;
and match.com, the premier online matchmaking service. Located in Pasadena,
California, TMCS is majority owned by USA Networks, Inc.
ABOUT TICKETMASTER CORPORATION
Ticketmaster, a division of USA Networks, Inc.'s Information and Services unit,
is the world's leading ticketing service; selling over 80 million tickets valued
at more than 3 billion dollars, through more than 3,400 retail Ticket Center
outlets; 16 worldwide telephone call centers; and ticketmaster.com, through its
relationship with Ticketmaster Online-Citysearch. Ticketmaster serves more than
5,000 clients in the U.S., South America, Canada, Mexico, Europe, and Australia.
The company provides ticketing for more than 350
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professional sports teams worldwide, including more than 100 NFL, NHL, NBA, WNBA
and major league baseball franchises.
Ticketmaster is the exclusive ticketing service for hundreds of leading arenas,
stadiums, performing arts venues, and theaters. Ticketmaster provides its
clients with comprehensive ticket inventory control and management, broad
distribution, and dedicated marketing and support services. Ticketmaster
consumers receive convenient access to tickets for more than 350,000 events a
year, including a broad range of concerts, sports, family entertainment,
performing arts, and movies.
IMPORTANT DISCLOSURES
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include the information relating to possible or assumed future results of
operations of USAi and TMCS, including those preceded by, followed by or that
include the words "believes," "projects," "expects," "anticipates" or similar
expressions. These statements reflect the current views of USAi and TMCS with
respect to future events. The following important factors, in addition to those
described in USAi's and TMCS's filings with the Securities and Exchange
Commission, could affect the future results of USAi and TMCS, and could cause
those results to differ materially from those expressed in the forward-looking
statements: material adverse changes in economic conditions in the markets
served by our businesses; future regulatory actions and conditions in our
businesses' operating areas; competition from others; successful integration of
our divisions, including recently acquired businesses; product demand and market
acceptance; the ability to protect proprietary information and technology or to
obtain necessary licenses on commercially reasonable terms; and obtaining and
retaining key executives and employees. These forward-looking statements are
made as of the date of this press release, and both USAi and TMCS undertakes no
obligation to update or revise them, whether as a result of new information,
future events or any other reason.
# # #
For More Information:
Mary McAboy, TMCS , 626-660-2858
Adrienne Becker, USAI, 212-314-7254