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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. 6) (1)
Ticketmaster
(NAME OF ISSUER)
Class B Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
88633P203
(CUSIP NUMBER)
Julius Genachowski, Esq.
USA Interactive
152 West 57th Street
New York, NY 10019
(212) 314-7300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
June 5, 2002
(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 4 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).
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 6 (this "Amendment") to the Statement
on Schedule 13D (the "Statement") by USA Interactive (formerly USA Networks,
Inc., "USA"), dated December 2, 1999, as amended by Amendment No. 1, dated June
26, 2000, Amendment No. 2, dated October 23, 2000, Amendment No. 3, dated
November 21, 2000, Amendment No. 4, dated January 31, 2001, and Amendment No. 5,
dated June 3, 2002, with respect to shares of Class B common stock, par value
$.01 per share (the "Class B Common Stock"), of Ticketmaster ("TMCS"). 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 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 June 5, 2002, USA issued a press release including questions and
answers regarding its announcement of intent to commence exchange offers with
three of its public subsidiaries, including TMCS. A copy of the press release is
attached as an exhibit to this Amendment and is incorporated herein by
reference.
Except as set forth herein, neither USA nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons has
any plan or proposal which relates to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed as an exhibit to this Amendment:
7. Press Release of USA Interactive, dated June 5, 2002.
Page 2 of 4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Date: June 7, 2002
USA INTERACTIVE
By: /s/ Julius Genachowski
--------------------------
Name: Julius Genachowski
Title: Executive Vice President,
General Counsel and Secretary
Page 3 of 4
INDEX TO EXHIBITS
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7. Press Release of USA Interactive, dated June 5, 2002.
Page 4 of 4
*SEE IMPORTANT DISCLOSURES AT END OF RELEASE
[USA INTERACTIVE LOGO]
USA INTERACTIVE ANSWERS QUESTIONS REGARDING
ANNOUNCEMENT OF INTENT TO COMMENCE EXCHANGE OFFERS WITH
THREE OF ITS PUBLIC SUBSIDIARIES
NEW YORK, NY - June 5, 2002 - USA Interactive (Nasdaq: USAI) today released the
following:
Since announcing our intention to commence simultaneous exchange offers for
Expedia, Inc. (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM) and Ticketmaster
(Nasdaq: TMCS), we have received a number of questions. In order to be in a
position to address these questions with all of our investors, and in order
to comply with SEC rules, we are publicly releasing our responses:
Q. WHEN WILL USA COMMENCE ITS EXCHANGE OFFERS?
A. Although we had anticipated commencing exchange offers relatively quickly,
market reaction - including the effect we believe arbitrageurs have had on the
exchange ratio - has precluded a quick process. Therefore, we will not commence
any exchange offers in the near future.
Q. WILL YOU INCREASE THE CONVERSION RATIOS DESCRIBED IN YOUR ANNOUNCEMENT OF
JUNE 3?
A. Circumstances may change, but we have no intention of increasing the
conversion ratios.
Q. WHAT IS THE PROCESS GOING FORWARD?
A. Our announcement began a process that is out in the open, totally
transparent (which we always like) and that has, we believe, an inevitable
conclusion: the unification of USA, with strategies and incentives totally
aligned. We recognize, however, that it will take some time for everyone
involved to digest all of the information, understand all of the issues, and
work through the process. This process doesn't have any kind of a locked down
time clock. We have patience because our perspective is truly long term -- and,
meanwhile, the businesses will continue to operate as effectively and
efficiently as they have in the past. We are particularly committed to making
sure that the process does not distract subsidiary management and employees from
their primary mission - operating the companies.
Each of our public subsidiaries is appointing special committees consisting of
their independent directors and then will hire advisors. We will work with each
of the special committees, as they - together with their advisors and with the
help of management and with our full cooperation - gather information and work
through all of the business and financial issues so that they can evaluate the
proposals we have made and, if they choose, discuss with us other possible
transaction structures to accomplish the results we have described.
We'll work at this until it's done, with total patience and respect for the
process and its participants -- and with the conviction that, as strong as we
are now at both the USA and public subsidiary levels, we'll be even stronger
when we have a structure that aligns all of our interests.
ABOUT USA INTERACTIVE
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USA Interactive (Nasdaq: USAI), via the Internet, the television, and the
telephone, engages in the worldwide business of interactivity across
electronic retailing, travel services, ticketing services, personals
services, local information services, and teleservices. USA is comprised of
HSN; Expedia, Inc. (Nasdaq: EXPE); Hotels.com (Nasdaq: ROOM); TV Travel
Group; Ticketmaster (Nasdaq: TMCS), which operates Match.com and Citysearch;
Precision Response Corporation; Electronic Commerce Solutions; and Styleclick
(OTC: IBUYA).
IMPORTANT DISCLOSURES
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INVESTORS AND SECURITY HOLDERS ARE URGED TO READ USA INTERACTIVE'S EXCHANGE
OFFER STATEMENTS FOR TICKETMASTER, EXPEDIA, INC. AND HOTELS.COM, AS APPLICABLE,
INCLUDED IN REGISTRATION STATEMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN SUCH
DOCUMENTS AND OTHER FILED DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV. IN ADDITION, THOSE REGISTRATION STATEMENTS MAY ALSO BE OBTAINED
FREE OF CHARGE BY CONTACTING USA INTERACTIVE, 152 WEST 57TH STREET, NEW YORK,
NEW YORK, 10019, ATTENTION: INVESTOR RELATIONS.
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 USA and its subsidiaries, including those preceded by, followed by
or that include the words "believes," "could," "projects," "budgets,"
"estimates," "intends," "expects," "anticipates" or similar expressions. These
statements reflect the current views of USA with respect to future events, and
are based on information currently available to USA. These forward-looking
statements are subject to risks, uncertainties and assumptions that may affect
the operations, performance, development and results of USA's and its
subsidiaries' business. The following important factors, in addition to those
described in USA's and its subsidiaries' filings with the Securities and
Exchange Commission, could
affect the future results of USA and the other subsidiaries of USA described in
this press release, and could cause those results to differ materially from
those expressed in the forward-looking statements: material adverse changes
generally or 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; the ability to expand into and
successfully operate in foreign markets; and obtaining and retaining key
executives and employees. You are cautioned not to place undue reliance on these
forward-looking statements, which are made as of the date of this press release.
USA undertakes no obligation to update or revise the forward-looking statements
contained in this press release, whether as a result of new information, future
events or any other reason.
# # #
Contacts:
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Ron Sato, USA Corporate Communications, 212/314-7254
Roger Clark/Lauren Rosenfield, USA Investor Relations, 212/314-7400