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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TICKETMASTER GROUP, INC.
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(Exact name of registrant as specified in its charter)
Illinois 36-3597489
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3701 Wilshire Boulevard, 7th Floor, Los Angeles, California 90010
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered consist of the Registrant's Common
Stock, no par value per share. The Registrant hereby incorporates by reference
the information set forth under the caption "Description of Capital Stock"
contained in the prospectus that constitutes part of the Registrant's
Registration Statement on Form S-1, as now or hereafter amended (Registration
No. 333-12413) (the "Registration Statement"). Any form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, with respect to the Registration Statement
shall be deemed incorporated herein by this reference.
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Item 2. Exhibits.
The following documents are filed as exhibits to this registration
statement:
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Exhibit No. Description
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1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registration Statement)
2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registration Statement)
3 Specimen of Stock Certificate for Common Stock (incorporated by reference to Exhibit
4.1 to the Registration Statement)
4 Exchangeable Promissory Note dated June 7, 1996 from the Registrant to Warner Music
International Services Limited (incorporated by reference to Exhibit 4.2 to the
Registration Statement)
5 Stock Option Agreement dated December 15, 1993 between the Registrant and Fredric D.
Rosen (incorporated by reference to Exhibit 10.22 to the Registration Statement)
6 Ticketmaster Stock Plan (as amended and restated) (incorporated by reference to
Exhibit 10.24 to the Registration Statement)
7 Registration Rights Agreement dated as of December 15, 1993 between the Registrant and
Paul Allen (incorporated by reference to Exhibit 10.27 to the Registration Statement)
8 Registration and Exchange Rights Agreement dated as of December 15, 1993 among the
Registrant, HG, Inc., Wells Fargo & Company, Rockwood & Co., Richard L. Schulze,
Harold S. Handelsman and Fredric D. Rosen (incorporated by reference to Exhibit 10.28
to the Registration Statement)
9 Shareholders' Agreement dated as of December 15, 1993 among the shareholders of the
Registrant (incorporated by reference to Exhibit 10.33 to the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
TICKETMASTER GROUP, INC.
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(Registrant)
By: /s/ Peter B. Knepper
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Peter B. Knepper
Senior Vice President and
Chief Financial Officer
Date: October 28, 1996
