View:
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. 5)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 2, 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)
- -----------------
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. 5 (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, and Amendment No. 4, dated January 31, 2001, 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 2, 2002, USA delivered a letter to the Board of Directors of
TMCS (the "Letter") announcing its intention to commence an exchange offer for
the remaining outstanding shares of Class B Common Stock of TMCS (the "Exchange
Offer"). On June 3, 2002, USA issued a press release publicly announcing the
Exchange Offer (the "Press Release"). Copies of the Letter and the Press Release
are attached as exhibits to this Amendment and are 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:
5. Letter from USA Interactive to the Board of Directors of
Ticketmaster, dated June 2, 2002.
6. Press Release of USA Interactive, dated June 3, 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 3, 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
-----------------
5. Letter from USA Interactive to the Board of Directors of
Ticketmaster, dated June 2, 2002.
6. Press Release of USA Interactive, dated June 3, 2002.
Page 4 of 4
Exhibit 5
[USA Interactive Logo]
BARRY DILLER
Chairman and
Chief Executive Officer
June 2, 2002
Board of Directors
Ticketmaster
3701 Wilshire Blvd.
Los Angeles, CA 90010
To the Board of Directors:
Today we are beginning a process that while complex we believe is in
the best interest of all Ticketmaster shareholders. I am writing you now in the
formal manner necessary in these matters, rather than in the conversational or
colloquial way I would far prefer, to let you know that USA Interactive ("USA")
intends to commence a transaction whereby USA would increase its equity
ownership, up to 100%, in Ticketmaster (the "Company") through an exchange offer
to be made to the Company's public stockholders.
USA values its relationship with the Company's independent Board
members and management. We want to be clear that we in no way regard this
proposal as "hostile." We will be pleased to discuss this at any time - both
with company management, as well as a special committee of the Company's
disinterested directors (the "Special Committee"), which we expect will be
formed to consider this matter. We are prepared to discuss process, structure or
whatever else that management or the Special Committee and its advisors deem
appropriate, including alternative transaction structures such as a merger,
whether before or during the exchange offer.
What we do feel about this proposed transaction is that it is very much
in the interests of the Company's public stockholders and the Company's
business. USA is a leading interactive commerce company, with multiple,
profitable interactive businesses and, we believe, the potential for dramatic
growth. By exchanging their shares in the Company for shares in USA, the
Company's public stockholders would participate in the opportunity and upside of
USA while retaining a continued ownership interest in the Company's businesses
through an ownership interest in USA.
USA's current structure, with multiple public subsidiaries, is an
unusual one. Although we could continue to operate with the current structure,
we think a reconfiguration of the USA family along the lines we propose is in
everyone's interest. The transaction we propose, if concluded alone or together
with the other transactions mentioned below, would enhance our collective
ability to pursue a coordinated strategy for all of USA's businesses, with the
interests of all of those businesses aligned.
152 West 57th Street, 42nd Floor, New York, New York 10019 212.314.7333
Fax 212.314.7339
TO THE PROPOSAL:
In the exchange offer, stockholders will be offered the opportunity to
exchange their shares in the Company on the basis of 0.8068 USA shares for each
Company share tendered for exchange. Based on May 31, 2002, closing prices, our
proposal values each outstanding share of the Company's common stock at $22.99
per share, which reflects a 7.5% premium to the Company's closing price on that
day.
In the event that USA owns at least 90% of the outstanding shares of
each class of the Company's common stock as a result of the exchange offer, USA
would thereafter effect a merger of the Company with or into USA or an affiliate
of USA on the same terms as the exchange offer. However, the exchange offer
would not be conditioned on USA receiving 90% of the shares of any class of
stock.
We intend to commence the exchange offer in the near future. You should
know that we intend to pursue similar transactions with Expedia, Inc. and
Hotels.com, and issue appropriate public announcements. None of these
transactions would be conditioned on any other.
We know this will all be time consuming for you to sort through in your
role as Directors amid all the other responsibilities in your lives. We haven't
taken this step lightly, and so we don't presume upon your time without
believing this is the best future course for all of us. We also recognize that
for all sorts of reasons this may never result in more than conversation...it's
not meant to be a hard process and our attitude about this is that eventually in
the great scheme of time these companies will come together. While we very much
believe the timing is now, we're also ultimately neutral in any precise
demarking of same. We do, though, look forward to working through all of this
together with you.
Sincerely,
/s/ Barry Diller
Exhibit 6
[USA Interactive Logo]
USA INTERACTIVE ANNOUNCES INTENTION TO COMMENCE
EXCHANGE OFFERS WITH THREE USA PUBLIC SUBSIDIARIES
TRANSACTIONS WOULD INCREASE USA'S EQUITY OWNERSHIP TO UP TO 100% IN
EXPEDIA, INC., HOTELS.COM AND TICKETMASTER
NEW YORK, NY - June 3, 2002 -- USA Interactive (Nasdaq: USAI) today announced
its intention to commence exchange offers with three USA public subsidiaries -
Expedia, Inc. (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM) and Ticketmaster
(Nasdaq: TMCS) - whereby USA would seek to increase its equity ownership to up
to 100% in each of them.
In the exchanges, stockholders of these public companies would be offered the
opportunity to exchange their shares for USA shares on the basis of conversion
ratios that, in each case, reflect a premium of 7.5% to market as of the close
of market on Friday, May 31.
Barry Diller, USA's Chairman and Chief Executive Officer, stated:
"Launching three simultaneous exchange offers is certainly unconventional, but
our path in creating this company certainly could not be considered anything
otherwise since we have assembled over these few years both a group of
profitable interactive businesses as well as an unusual structure of multiple
public subsidiaries.
"That structure has served us well, allowing exactly the right kind of
entrepreneurial activity at the critical early stages in these new interactive
business ideas as well as providing tremendous value creation for everyone
involved. But now it's time for us to begin acting in cohesive concert with all
the parts of the enterprise - it is the next sensible stage in our development
from energetic but awkward minors to hopefully ever-increasingly energetically
coordinated young adults, where all of our businesses are aligned and
integrated. We have so much opportunity that the only barrier to our becoming a
truly great company will be in our ability to execute the ambitious agenda in
front of us.
"We in no way regard our action today as 'hostile.' In fact, we think that what
we propose today is great news for the public shareholders of Expedia,
Hotels.com and Ticketmaster. USA Interactive has the potential for dramatic
growth, which would only be enhanced by the realignment we propose. And by
exchanging their shares in our public subsidiaries for shares in USA, the
subsidiaries' public shareholders would participate in the opportunity and
upside of USA while retaining a continued ownership interest in the businesses
in which they now own shares.
- --------------------------------------------------------------------------------
*SEE IMPORTANT DISCLOSURES AT END OF RELEASE
"There will be lots of talk about whether the premiums we have offered are fair.
We, of course, think they are, given the stock prices of our subsidiaries and
USA in relation to each other. But, more important, we believe a focus on the
percentage premium we are offering is beside the point. This is an offer of
stock, not cash. The real premium comes in the opportunity for the shareholders
of our public subsidiaries to become owners of an even stronger USA...it's so
clear to us we can make far more progress together than we could in the present
configuration.
"Finally and most importantly, we want to underline that we greatly value our
relationship with the management and the independent members of the boards of
our public subsidiaries, and we look forward to discussing our proposal with
them in a complete spirit of mutual cooperation. If the process results in no
change from the status quo, we will be fine with that. If it results in USA
owning more shares of each of the companies, we will take those shares happily.
But we would be happiest if the result of this process is a single unified and
aligned USA Interactive."
Specifically, under the proposed exchange offers, Expedia public shareholders,
which own 46% of Expedia on a fully diluted treasury method basis, would be
offered the opportunity to exchange their shares in Expedia on the basis of
2.6969 USA shares for each Expedia share tendered for exchange. Hotels.com
public shareholders, which own 34% of Hotels.com on a fully diluted treasury
method basis, would be offered the opportunity to exchange their shares in
Hotels.com on the basis of 1.8064 USA shares for each Hotels.com share tendered
for exchange. Ticketmaster public shareholders, which own 34% of Ticketmaster on
a fully diluted treasury method basis, would be offered the opportunity to
exchange their shares in Ticketmaster on the basis of 0.8068 USA shares for each
Ticketmaster share tendered for exchange.
Based on closing prices on Friday, May 31, the exchange offer values each
outstanding share of Expedia at $76.86, each outstanding share of Hotels.com at
$51.48, and each outstanding share of Ticketmaster at $22.99.
If, as a result of any of the exchange offers, USA owns at least 90% of the
outstanding shares of each class of any company's common stock, USA would effect
a merger of the company with or into USA or an affiliate of USA on the same
terms as the exchange offer. However, none of the exchange offers would be
conditioned on USA receiving 90% of outstanding shares in any exchange. In
addition, none of the exchange offers would be conditioned on the completion of
any other exchange offer.
USA described its intention in letters to the boards of each of the public
subsidiaries. The letters (which are attached) state that USA intends to
commence the exchange offers in the near future and invited the independent
directors and management of the public subsidiaries to discuss process,
structure or whatever else they deem appropriate, including alternative
transaction structures such as a merger, whether before or during the exchange
offer.
ABOUT USA INTERACTIVE
- ---------------------
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
- ---------------------
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ USA INTERACTIVE'S EXCHANGE
OFFER STATEMENTS FOR TICKETMASTER, EXPEDIA, INC. AND HOTELS.COM, AS APPLICABLE,
TO BE 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:
- ---------
Ron Sato, USA Corporate Communications, 212/314-7254
Roger Clark/Lauren Rosenfield, USA Investor Relations, 212/314-7400