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): JUNE 23, 2003
INTERACTIVECORP
(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
USA INTERACTIVE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 23, 2003, InterActiveCorp ("IAC"), formerly USA Interactive,
completed its acquisition of the outstanding shares of Hotels.com that it did
not already own through the merger of a wholly owned subsidiary of IAC with
Hotels.com, with Hotels.com surviving as a wholly owned subsidiary of IAC. In
the merger, each outstanding share of Hotels.com Class A common stock was
converted into the right to receive 2.4 shares of IAC common stock and each
outstanding share of Hotels.com Class B common stock was cancelled. Please see
the full text of the IAC's press release, filed as exhibit 99.1 hereto,
which is incorporated herein by reference.
IAC filed a registration statement on Form S-4 (file no. 333-105014),
as amended, registering under the Securities Act of 1933, as amended, the shares
of IAC common stock issued in the Hotels.com transaction. The registration
statement contains additional information about the transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated June 23, 2003.
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.
INTERACTIVECORP
By: /s/ Dara Khosrowshahi
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Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: June 23, 2003
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated June 23, 2003.
Exhibit 99.1
INTERACTIVECORP
COMPLETES ACQUISITION OF HOTELS.COM
New York, New York - June 23, 2003 - InterActiveCorp (Nasdaq: IACI; "IAC"),
which until today was known as USA Interactive, today announced the successful
completion of its acquisition of the outstanding shares of Hotels.com that
it did not already own. The acquisition, which was accomplished by the merger
of a wholly owned subsidiary of IAC with Hotels.com, with Hotels.com surviving
as a wholly owned operating business of IAC, became effective before the open of
the market today.
In connection with the merger, Hotels.com options were converted into options to
acquire IAC common stock. Under the agreement, Hotels.com shareholders received
2.4 shares of IAC common stock for each share of Hotels.com stock that they own.
In the transaction, IAC issued to Hotels.com public shareholders approximately
44.3 million basic shares and 47.2 million shares on a fully diluted, treasury
method basis.
Shares of Hotels.com common stock, which prior to the merger traded on the
Nasdaq National Market under the symbol "ROOM," were delisted from trading as of
the close of the market on Friday, June 20.
ABOUT IAC, INTERACTIVECORP
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IAC, InterActiveCorp (Nasdaq: IACI), formerly USA Interactive, is comprised of
the following operating businesses: Expedia, Inc. (Nasdaq: EXPE), which oversees
Interval International and TV Travel Shop; Hotels.com; HSN; Ticketmaster, which
oversees Evite and ReserveAmerica; Match.com, which oversees uDate.com;
Entertainment Publications; Citysearch; and Precision Response Corporation. IAC
has also entered into an agreement to acquire LendingTree (Nasdaq: TREE), which
is expected to be completed in the third quarter of 2003. The goal of the
Company is to be the world's largest and most profitable interactive commerce
company by pursuing a multi-brand strategy.
ABOUT HOTELS.COM
- -----------------
Hotels.com is the largest specialized provider of discount lodging worldwide,
providing service through its own websites (including www.hotels.com and
others), more than 36,000 affiliated websites, and its toll-free call centers
(1-800-2-HOTELS). Hotels.com provides accommodations to travelers at over 8,000
properties in more than 360 markets in North America, Europe, the Caribbean and
Asia. The company offers a one-stop shopping source for hotel pricing, amenities
and availability, and also specializes in providing travelers with
accommodations for sold-out periods. Hotels.com is an operating business of
InterActiveCorp (Nasdaq: IACI).
# # #
Contacts:
Ron Sato, IAC Corporate Communications, 212/314-7254;
Roger Clark/Lauren Rosenfield, IAC Investor Relations, 212/314-7400;
Lois Fuhr, Fuhr and Associates (Hotels.com press inquiries), 206/236-0606