UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* HOTEL RESERVATIONS NETWORK, INC. -------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE -------------------------------------------------------------- (Title of Class of Securities) 441451101 ---------------------------------------------------- (CUSIP Number) March 1, 2000 ---------------------------------------------------- (Date of Event Which Requires Filing This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for 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. 441451101 ------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Persons USA NETWORKS, INC. I.R.S. Identification Nos. of above persons (entities only): USA NETWORKS, INC.: 59-2712887 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 38,999,100 Shares ----------------------------------------------------------------- Beneficially 6. Shared Voting Power 0 Owned by ----------------------------------------------------------------- Each 7. Sole Dispositive Power 38,999,100 Reporting ----------------------------------------------------------------- Person 8. Shared Dispositive Power 0 With - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 38,999,100 - -------------------------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 70.61% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) HC - -------------------------------------------------------------------------------- ITEM 1 1(a) Name of Issuer: HOTEL RESERVATIONS NETWORK, INC. 1(b) Address of Issuer's Principal Executive Offices: 8140 WALNUT HILL LANE, SUITE 800 DALLAS, TEXAS 75231 ITEM 2 2(a) Name of Person Filing: USA NETWORKS, INC. ("USAI") 2(b) Address of Principal Business Office or, if none, Residence: 152 WEST 57TH ST; NEW YORK, NY 10019 2(c) Citizenship: DELAWARE 2(d) Title of Class of Securities: CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE ISSUER (THE "COMMON STOCK"). 2(e) CUSIP Number: 441451101 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: a. [ ] Broker or Dealer registered under Section 15 of the Act. b. [ ] Bank as defined in Section 3(a)(6) of the Act. c. [ ] Insurance company as defined in Section 3(a)(19) of the Act. d. [ ] Investment company registered under section 8 of the Investment Company Act of 1940. e. [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); f. [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); g. [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); h. [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); i. [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; j. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). NOT APPLICABLE ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: AS OF DECEMBER 31, 2000, USAI MAY BE DEEMED TO BE A BENEFICIAL OWNER OF 38,999,100 SHARES OF THE COMMON STOCK. ALL OF SUCH SHARES ARE SHARES OF THE COMPANY'S CLASS B COMMON STOCK WHICH, AT THE OPTION OF THE HOLDER, MAY BE CONVERTED ON A ONE-TO-ONE BASIS INTO SHARES OF COMMON STOCK. USAI IS THE RECORD HOLDER OF SUCH 38,999,100 SHARES. (b) Percent of class: 70.61% ------------------------------ USAI DOES NOT CURRENTLY POSSESS ANY RIGHTS TO ACQUIRE ADDITIONAL SHARES OF COMMON STOCK. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] NOT APPLICABLE ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT APPLICABLE --------------------------------------------------------------------
(c) Number of shares as to which USAI has: (i) Sole power to vote or to direct the vote 38,999,100 -------------------- (ii) Shared power to vote or to direct the vote 0 -------------------- (iii) Sole power to dispose or to direct the disposition of 38,999,100 -------------------- (iv) Shared power to dispose or to direct the disposition of 0 -------------------- ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. NOT APPLICABLE -------------------------------------------------------------------- ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE -------------------------------------------------------------------- ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE -------------------------------------------------------------------- ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2001 USA NETWORKS, INC. By: /s/ Julius Genachowski ----------------------------- Julius Genachowski, Senior Vice President, General Counsel and Secretary