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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. 4)1
Ticketmaster
(f/k/a 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)
January 31, 2001
(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 95,782,544; see Item 5
Shares
Beneficially (8) Shared Voting Power None; see Item 5
Owned by
Each (9) Sole Dispositive Power 95,782,544; see Item 5
Reporting
Person With: (10) Shared Dispositive Power None; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
95,782,544 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
70.8%
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
85.1% 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 None; see Item 5
Owned by
Each (9) Sole Dispositive Power None; see Item 5
Reporting
Person With: (10) Shared Dispositive Power None; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
None; see Item 5.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
0%
(14) Type of Reporting Person
CO
Page 3 of 7
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 4 (this "Amendment") to the Statement
on Schedule 13D (the "Statement"), dated December 2, 1999, as amended by
Amendment No. 1, dated June 26, 2000, Amendment No. 2, dated October 23, 2000,
and Amendment No. 3, dated November 21, 2000, with respect to shares of Class B
common stock, par value $.01 per share (the "Class B Common Stock"), of
Ticketmaster, formerly known as Ticketmaster Online-Citysearch, Inc., ("TMCS").
TMCS changed its name to "Ticketmaster" effective January 31, 2001. 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, CA 90010.
ITEM 2. IDENTITY AND BACKGROUND
The first sentence of the first paragraph of Item 2 of the Statement
is hereby amended and restated in its entirety as follows:
This Statement is filed by USA Networks, Inc., a Delaware
corporation ("USAi"), and Ticketmaster Corporation, an Illinois corporation and,
as of January 31, 2001, a wholly owned subsidiary of TMCS ("Ticketmaster Corp.,"
and together with USAi, the "Reporting Persons"). As described in Item 5 below,
on January 31, 2001, TMCS acquired Ticketmaster Corp. and, accordingly, this
Amendment constitutes the final Amendment to the Statement by Ticketmaster Corp.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information contained in Item 3 of the Statement is hereby
amended and supplemented by adding the following information:
On January 31, 2001, USAi and TMCS issued a joint press release
announcing that USAi and TMCS had consummated the combination contemplated by
the Contribution Agreement between USAi and TMCS, dated as of November 20, 2000
(the "Contribution Agreement"). Pursuant to the Contribution Agreement, USAi
contributed the businesses and operations of Ticketmaster Corp. 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 previously
beneficially owned (the "Issuance"). 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 information contained in Item 5 of the Statement is hereby
amended and supplemented by adding the following information:
As of January 31, 2001 (after giving effect to the Issuance), USAi
Page 4 of 7
may be deemed to be a beneficial owner of 95,782,544 shares of the Class B
Common Stock, of which (i) 42,480,143 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, and (ii) 53,302,401 shares are shares of Class B
Common Stock. Assuming conversion of the shares of Class A Common Stock owned by
USAi into shares of Class B Common Stock, USAi may be deemed to beneficially own
approximately 70.8% of the outstanding 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, USAi may
be deemed to beneficially own equity securities of TMCS representing
approximately 85.1% of the voting power of TMCS based upon 47,923,463 shares of
Class A Common Stock and 92,775,416 shares of Class B Common Stock outstanding
as of November 30, 2000 (after giving effect to the Issuance).
As of January 31, 2001, TMCS acquired Ticketmaster Corp., and with
it the shares of Class A Common Stock and Class B Common Stock owned by
Ticketmaster Corp. TMCS is now the beneficial owner of such shares. As a result,
Ticketmaster Corp.'s obligations to report its ownership of Class B Common Stock
have ceased, and this Amendment is the final amendment to the Statement that
will be filed by Ticketmaster Corp.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as part of this Amendment:
4. Press Release of USA Networks, Inc. and Ticketmaster, dated
January 31, 2001.
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: February 2, 2001
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
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4. Press Release of USA Networks, Inc. and Ticketmaster, dated
January 31, 2001
Page 7 of 7
EXHIBIT 4
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[TICKETMASTER.COM LOGO] [CITYSEARCH.COM LOGO]
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FOR IMMEDIATE RELEASE
TICKETMASTER ONLINE-CITYSEARCH AND
TICKETMASTER CORPORATION CLOSE TRANSACTION
COMBINED COMPANIES ARE RENAMED TICKETMASTER
January 31, 2001 - New York, NY and Pasadena, CA - USA Networks, Inc.
(NASDAQ: USAI) and Ticketmaster Online-Citysearch, Inc. (NASDAQ: TMCS)
announced today that TMCS has completed the transaction which combines
Ticketmaster Corporation, a wholly owned subsidiary of USAi, with TMCS. The
combined company has been renamed "Ticketmaster" and will continue to trade
under the symbol "TMCS".
The combination creates an unparalleled group of global businesses all
focused on reserved access and local information and services for consumers.
Ticketmaster unites the world's leading ticketing company with Citysearch, a
leading online local information and services network and Match.com, the
leader in subscription online personals and reunites Ticketmaster Corporation
with ticketmaster.com.
Under the terms of the transaction, USAi contributed Ticketmaster Corporation
to TMCS and received 52 million TMCS Class B shares. USAi's equity in TMCS
increased from 49 percent to 68 percent.
Barry Diller, Chairman and CEO, USAi, and Terry Barnes serve as co-chairmen
of the Company. John Pleasants is president and chief executive officer and
will continue to serve on the Board. Continuing Ticketmaster Board members
include Victor Kaufman, Vice Chairman , USAi; Bryan Lourd, managing partner,
Creative Arts Agency; Jon Miller, President and CEO USA Information and
Services, USAi; Alan Spoon general partner, Polaris Venture Partners and
Allen Grubman, senior partner, Grubman, Indursky & Schindler. Additionally,
Charles Conn, the current Chairman and co-founder of TMCS, will remain with
the Company in a strategic advisory capacity.
The Company's corporate headquarters is now located at 3701 Wilshire
Boulevard, Los Angeles, CA 90010.
ABOUT TICKETMASTER
Ticketmaster (TMCS) operates the world's leading ticketing service; selling
83 million tickets valued at more than 3.3 billion dollars, through
approximately 3,500 retail Ticket Center outlets; 18 worldwide telephone call
centers; and ticketmaster.com. Ticketmaster serves more than 6,200 clients
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worldwide and acts as the exclusive ticketing service for hundreds of leading
arenas, stadiums, performing arts venues, and theaters. The Company also
operates Citysearch, a leading online local network enabling people to get
the most out of their city, and Match.com, the premier online matchmaking
service. Located in Los Angeles, California, Ticketmaster is majority owned
by USA Networks, Inc. (USAI) and is a division of its Information and
Services unit. Ticketmaster was formed through the combination of the
operations of Ticketmaster Online-Citysearch and Ticketmaster Corporation in
January 2001 and renamed Ticketmaster.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995
This press release contains forward-looking statements about Ticketmaster
(the "Company"), including statements concerning its future product plans.
These forward-looking statements involve risks and uncertainties. The
Company's actual results could differ materially from these statements.
These forward looking statements are based on the Company's expectations as
of the date of this release and the Company undertakes no obligation to
update these statements. Among the risks and uncertainties that could
adversely affect the Company's actual results are: that the Company may not
realize the synergies and other intended benefits of the combination; that
the Company may have difficulty overcoming problems associated with rapid
expansion and growth; the dependence of the Company's business on
entertainment, sporting and leisure events; quarterly fluctuations in the
Company's revenues which could adversely affect the market price of the
Company's stock; the risks of operating internationally; the dependence of
the Company on its relationships with clients; the Company's future capital
needs and the uncertainty of additional financing; the Company's dependence
on key personnel and need to hire additional qualified personnel; control of
the Company by USA Networks, Inc.; the potential for conflicts of interest
between the Company and USA Networks, Inc.; the Company's need to continue to
promote its brands; risks associated with competition; the Company's reliance
on third party technology; network security risks; the Company's need to be
able to adapt to rapid technological changes; liability associated with the
information displayed or accessed on the Company's web sites; intellectual
property infringement risks; risks associated with changing legal
requirements on the Company's operations, including privacy concerns;
litigation risks; the dilutive effect of future acquisitions; risks
associated with the failure to maintain the Company's domain names; and the
risk to its stock price associated with the Company's anti-takeover
provisions. Investors are encouraged to read the risks and uncertainties
detailed in the Company's filings with the Securities and Exchange Commission.
Ticketmaster is the owner or licensee of its name and logo trademarks and
service marks. All other trademarks and trade names are the property of
their respective owners.
# # #
FOR MORE INFORMATION:
TMCS MEDIA:
Kandus Kane, Ticketmaster, (626) 660-2544; kkane@citysearch.com
Eric Jaffe, Ticketmaster, (626) 660-3572; ejaffe@citysearch.com
TMCS INVESTORS:
Mary McAboy, Ticketmaster, (626) 660-2858; mmcaboy@citysearch.com
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