SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ticketmaster Online-CitySearch, Inc.
(NAME OF ISSUER)
Class B Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
88633P203
(CUSIP NUMBER)
Thomas J. Kuhn, Esq. Daniel R. Goodman, Esq.
USA Networks, Inc. Ticketmaster Corporation
152 West 57th Street 3701 Wilshire Blvd.
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)
December 1, 1999
(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. [ ]
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).
Page 1 of 15
(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
WC
(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 None; see Item 5
Shares
Beneficially (8) Shared Voting Power 43,782,544; see Item 5
Owned by
Each (9) Sole Dispositive Power None; see Item 5
Reporting
Person With: (10) Shared Dispositive Power 43,782,544; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,782,544 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
61.2%
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 ten
votes per share and each share of Class B Common Stock is entitled to one
vote per share, the Reporting Persons may be deemed to beneficially own
equity securities of the Company representing approximately 73.2% of the
voting power of the Company.
Page 2 of 15
(14) Type of Reporting Person
CO
Page 3 of 15
(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 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 43,782,544; see Item 5
Owned by
Each (9) Sole Dispositive Power None; see Item 5
Reporting
Person With: (10) Shared Dispositive Power 43,782,544; see Item 5
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,782,544 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
61.2%
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
ten votes per share and each share of Class B Common Stock is
entitled to one vote per share, the Reporting Persons may be deemed to
beneficially own equity securities of the Company representing
approximately 73.2% of the voting power of the Company.
Page 4 of 15
(14) Type of Reporting Person
CO
Page 5 of 15
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to shares of
Ticketmaster Online-CitySearch ("TMCS") Class B common stock, par value $.01 per
share (the "Class B Common Stock"). The principal executive offices of TMCS are
located at 790 E. Colorado Boulevard, Suite 200, Pasadena, California 91101.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by USA Networks, Inc., a Delaware corporation
("USAi") and Ticketmaster Corporation, an Illinois corporation and a wholly
owned indirect subsidiary of USAi ("Ticketmaster," and together with USAi, the
"Reporting Persons"). USAi is a holding company, the subsidiaries of which are
engaged in diversified media and electronic commerce businesses. The principal
executive offices of USAi are located at 152 West 57th Street, New York, NY
10019. The principal executive offices of Ticketmaster are located at 3701
Wilshire Boulevard, Los Angeles, CA 90010.
Annex A attached to this Schedule 13D contains the following information
concerning each director, executive officer and controlling person of USAi: (i)
the name and residence or business address; (ii) the principal occupation or
employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted. Annex A
is incorporated herein by reference. To the knowledge of USAi, each of the
persons named on Annex A (the "Annex A Persons"), except Samuel Minzberg, is a
United States citizen. Mr. Minzberg is a Canadian citizen. During the last five
years, neither USAi nor any of the Annex A Persons (to the knowledge of USAi)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, neither USAi nor any of the
Annex A Persons (to the knowledge of USAi) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Annex B attached to this Schedule 13D contains the following information
concerning each director, executive officer or controlling person of
Ticketmaster: (i) the name and residence or business address; (ii) the principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Annex B is incorporated herein by reference. To the knowledge of Ticketmaster,
each of the persons named on Annex B (the "Annex B Persons") is a United States
citizen. During the last five years, neither Ticketmaster nor any of the Annex B
Persons (to the knowledge of Ticketmaster) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither Ticketmaster nor any of the Annex B Persons (to the
knowledge of Ticketmaster) has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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Barry Diller, the Chairman and Chief Executive Officer of USAi, Liberty
Media Corporation, Universal Studios, Inc., The Seagram Company Ltd. and USAi
are parties to a stockholders agreement (the "Stockholders Agreement") relating
to USAi. Through his own holdings and the Stockholders Agreement, Mr. Diller has
the right, directly or indirectly, to control 73.9% of the outstanding total
voting power of USAi. As a result, except with regard to certain specified
matters, Mr. Diller generally has the ability to control the outcome of all
matters submitted to a vote of USAi's stockholders. Mr. Diller disclaims
beneficial ownership of any shares of TMCS stock beneficially owned by the
Reporting Persons.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION
On December 1, 1999, Ticketmaster acquired from TMCS 1,302,401 shares of
Class B Common Stock, par value $.01 per share in exchange for $30.7125 per
share in cash. The source of the funds used in the purchase was cash on hand at
USAi.
ITEM 4. PURPOSE OF THE TRANSACTIONS
Except as set forth herein, neither USAi 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.
USAi currently holds its interest in TMCS as a strategic investment. In
the ordinary course of business, USAi and TMCS engage in a variety of business
transactions that cover a wide range of activities relevant to the operations of
both companies. USAi expects that in the future additional business
opportunities for the benefit of both companies may become available, and that
in the ordinary course of business USAi and TMCS will discuss and negotiate
mutually beneficial business transactions, which transactions could include
without limitation the acquisition by USAi of additional TMCS Class A common
stock, par value $.01 per share (the "Class A Common Stock" and, collectively
with the Class B Common Stock, the "Common Stock") or Class B Common Stock.
In addition, USAi may be deemed to indirectly participate in the business
and oversight of TMCS through USAi's representation on the TMCS Board of
Directors. However, as directors of TMCS, USAi representatives (currently five
in number), like other TMCS directors, participate on the TMCS Board in the
exercise of their fiduciary obligations to TMCS stockholders. In such capacity,
USAi representatives actively and regularly participate (and expect to continue
to so participate) in formulating TMCS business strategies which may include
matters identified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
USAi may from time to time acquire additional TMCS stock in the market or
otherwise, depending upon market, economic, business and other conditions and
factors. In reaching any conclusion as to its future course of action, USAi will
take into consideration various factors, such as TMCS's business and prospects,
other developments concerning TMCS, other business opportunities available to
USAi, developments with respect to the business of USAi, and general
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economic and stock market conditions, including, but not limited to, the market
price of the Class B Common Stock. USAi reserves the right, based on all
relevant factors and subject to applicable law, to (i) acquire additional
shares of Common Stock in the open market, in privately negotiated transactions
or otherwise; (ii) dispose of all or a portion of its holdings of Common Stock;
(iii) continue to hold all or a part of such shares and exercise voting control
over TMCS, or to hold such shares as a passive investment; (iv) take other
actions that could involve one or more of the types of transactions or have one
or more of the results described in paragraphs (a) through (j) of Item 4 of
Schedule 13D; or (v) change its intention with respect to any or all of the
matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of December 1, 1999, each of USAi and Ticketmaster may be deemed to be
a beneficial owner of 43,782,544 shares of the Common Stock, all of which are
held of record by Ticketmaster. 42,480,143 of such 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. 1,302,401 of such shares
are shares of Class B Common Stock. Assuming conversion of the shares of Class A
Common Stock owned by the Reporting Persons into shares of Class B Common Stock,
each of USAi and Ticketmaster may be deemed to beneficially own 61.2% of the
Class B Common Stock. Because each share of Class A Common Stock generally is
entitled to ten votes per share and each share of Class B Common Stock is
entitled to one vote per share, each of USAi and Ticketmaster may be deemed to
beneficially own equity securities of TMCS representing approximately 73.2% of
the voting power of TMCS based upon 55,321,556 shares of Class A Common Stock
and 27,755,851 shares of Class B Common Stock outstanding as of September 30,
1999.
USAi has shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of 43,782,544 shares of Common Stock. USAi
has no beneficial ownership of any additional shares of Common Stock.
Ticketmaster has shared power to vote or direct the vote and shared power
to dispose or to direct the disposition of 43,782,544 shares of Common Stock.
Ticketmaster has no beneficial ownership of any additional shares of Common
Stock.
On December 1, 1999, Ticketmaster acquired from TMCS 1,302,401 shares of
Class B Common Stock at a price of $30.7125 per share in cash.
Ownership by USAi and Ticketmaster Officers and Directors
Paul G. Allen has sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of 10,000 shares of Class B Common Stock.
Mr. Allen has no beneficial ownership of any additional shares of Common Stock.
Michael P. Durney has sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of 500 shares of Class B Common Stock.
Mr. Durney has no beneficial ownership of any additional shares of Common Stock.
Victor A. Kaufman has sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of 2,000 shares of Class B Common Stock.
Mr. Kaufman has no beneficial ownership of any additional shares of Common
Stock.
Thomas J. Kuhn has sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of 500 shares of Class B Common Stock. Mr.
Kuhn has no beneficial ownership of any additional shares of Common Stock.
Page 8 of 15
William D. Savoy has sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of 10,000 shares of Class B Common
Stock. Mr. Savoy has no beneficial ownership of any additional shares of Common
Stock.
Terry Barnes has sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of 2,500 shares of Class B Common Stock.
Mr. Barnes has no beneficial ownership of any additional shares of Common Stock.
Daniel R. Goodman has sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of 500 shares of Class B Common Stock.
Mr. Goodman has no beneficial ownership of any additional shares of Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed as an exhibit to this statement:
1. Joint Filing Agreement, by and between USA Networks, Inc. and
Ticketmaster Corporation, dated as of December 2, 1999.
Page 9 of 15
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: December 2, 1999 USA NETWORKS, INC.
By: /s/ Thomas J. Kuhn
Name: Thomas J. Kuhn
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
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INDEX TO EXHIBITS
1. Joint Filing Agreement, by and between USA Networks, Inc. and Ticketmaster
Corporation, dated as of December 2, 1999.
Page 11 of 15
ANNEX A
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of USAi. The name of each person who is a
director of USAi is marked with an asterisk. Unless otherwise indicated, the
business address of each person listed below is 152 West 57th Street, New York,
NY 10019.
Name and Business Address Principal Occupation or Principal Business in
Employment which such Employment is
Conducted
Paul G. Allen* Investor. Vulcan Ventures Inc.
110 110th Avenue, N.E., (Venture Capital)
Suite 550
Bellevue Washington 98004
Barry Baker* President and Chief USAi
Operating Officer, USAi.
Edgar Bronfman, Jr.* President and Chief The Seagram Company
375 Park Avenue Executive Officer, The Ltd. (Entertainment,
New York, NY 10152 Seagram Company Ltd. Recreation, Spirits and
Wine)
Anne M. Busquet* President, American American Express
200 Vesey Street Express Relationship Relationship Services
New York, NY 10285 Services. (Service Provider to
American Express
Customers)
Barry Diller* Chairman and Chief USAi
Executive Officer, USAi.
Michael P. Durney Vice President and USAi
Controller, USAi.
Victor A. Kaufman* Vice Chairman, USAi. USAi
Donald R. Keough* Chairman of the Board, Allen & Co. Inc.
711 Fifth Avenue Allen & Co. Inc. (Investment Banking)
New York, NY 10022
Thomas J. Kuhn Senior Vice President, USAi
General Counsel and
Secretary, USAi.
Page 12 of 15
John R. Larrabee Vice President and Chief USAi
Information Officer,
USAi.
Robert M. Matschullat* Vice Chairman and Chief The Seagram Company
375 Park Avenue Financial Officer, The Ltd. (Entertainment,
New York, NY 10152 Seagram Company Ltd. Recreation, Spirits and
Wine)
Samuel Minzberg* President and Chief Claridge Inc.
1170 Peel Executive Officer, (Management)
Montreal, Quebec H38-4P2 Claridge Inc.
William D. Savoy* Vice President, Vulcan Vulcan Ventures, Inc.
110 110th Avenue, N.E. Ventures Inc. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Gen. H. Norman Retired.
Schwarzkopf*
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Mike Sileck Senior Vice President USAi
and Chief Financial
Officer, USAi.
Diane Von Furstenberg* Chairman, Diane Von Diane Von Furstenberg
389 West 12th Street Furstenberg Studio L.P. Studio L.P. (Fashion
New York, NY 10014 Design)
Page 13 of 15
ANNEX B
Set forth below are the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of Ticketmaster. The name of each person who is a
director of Ticketmaster is marked with an asterisk. Unless otherwise indicated,
the business address of each person listed below is 3701 Wilshire Boulevard, Los
Angeles, CA 90010.
Principal Business in
Name and Business Address Principal Occupation or which such Employment is
Employment Conducted
Terry Barnes* Chairman of the Board, Ticketmaster
President and Chief
Executive Officer,
Ticketmaster.
Daniel R. Goodman* Executive Vice Ticketmaster
3701 Wilshire Blvd. President, General
Los Angeles, CA 90010 Counsel and Assistant
Secretary, Ticketmaster.
Edward Millman Chief Financial Officer, Ticketmaster
Ticketmaster.
Page 14 of 15
EXHIBIT 1
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Date: December 2, 1999 USA NETWORKS, INC.
By: /s/ Thomas J. Kuhn
Name: Thomas J. Kuhn
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 15 of 15