<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 17, 1997
Ticketmaster Group, Inc.
(Exact name of registrant as specified in its charter)
Illinois 0-21631 36-3597489
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8800 Sunset Boulevard, West Hollywood, CA 90069
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310)360-6000
N/A
----------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 17, 1997, pursuant to a Stock Exchange Agreement, dated as of May
20, 1997, by and between HSN, Inc., a Delaware Corporation ("HSNi"), and Paul
G. Allen (the "Stock Exchange Agreement"), HSNi acquired 12,283,014 shares (the
"Shares") of the Registrant's Common Stock in exchange for the issuance to Mr.
Allen of 7,238,507 shares of common stock, par value $.01 per share, of HSNi
("HSNi Common Stock"), subject to the issuance of up to an additional 3,257,328
shares of HSNi Common Stock to be reserved for contingent issuance in July 1998
if the average market price of HSNi Common Stock over a specified period prior
to such date is below $29 per share. The Shares represent approximately 49.6%
of the total number of shares of the Registrant's Common Stock outstanding.
On July 24 and 25, 1997, HSNi acquired, in open market purchases, 70,000
and 42,000 shares, respectively, of the Registrant's Common Stock for $16 per
share or an aggregate purchase price of $1,792,000 (excluding commissions).
HSNi's working capital was used to make such purchases. Accordingly, as of July
25, 1997, HSNi owned a total of 12,395,014 shares of the Registrant's Common
Stock, representing approximately 50.1% of the total number of shares of the
Registrant's Common Stock outstanding.
Under the Stock Exchange Agreement, Mr. Allen was required to use all
reasonable efforts to cause the Registrant to take such action so that,
effective upon the closing under the Stock Exchange Agreement, the Board of
Directors of the Registrant would consist of up to a majority of persons
designated by HSNi (the precise number of which was to be determined by HSNi).
Under this provision, Barry Diller, Chairman and Chief Executive Officer of
HSNi, and James Held, President and Chief Executive Officer of Home Shopping
Network, Inc. and Vice Chairman of HSNi, joined the Registrant's Board of
Directors as of the closing under the Stock Exchange Agreement. In addition,
as of the closing under the Stock Exchange Agreement, Jonathan Dolgen, Chairman
of Viacom Entertainment Group, and Peter Barton, President of Barton and
Associates, joined the Registrant's Board of Directors as outside directors and
Charles Gerber, Terence Strom and David Liddle resigned from the Registrant's
Board of Directors. Mr. Allen continues as Chairman of the Board of the
Registrant.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TICKETMASTER GROUP, INC.
July 30, 1997 By: /s/ Peter B. Knepper
------------------------------------
Peter B. Knepper, Senior Vice
President and Chief Financial
Officer
