<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(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. 1)(1)
TRAVELNOW.COM INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
89490A 10 7
(CUSIP NUMBER)
JULIUS GENACHOWSKI, ESQ. GREGORY S. PORTER, ESQ.
USA NETWORKS, INC. HOTEL RESERVATIONS NETWORK, INC.
152 WEST 57TH STREET 8140 WALNUT HILL LANE, SUITE 800
NEW YORK, NY 10019 DALLAS, TX 75231
(212) 314-7200 (972) 361-7311
(NAME, ADDRESS AND TELEPHONE OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 4, 2001
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(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.
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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 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 6)
<PAGE> 2
SCHEDULE 13D
Cusip No. 89490A 10 7 Page 2 of 6 Pages
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1. Name of Reporting Person and
SS or I.R.S. Identification No. of Above Person:
USA Networks, Inc.
59-2712887
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2. Check the appropriate box if a member of a group (a) [ ]
(b) [X]
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3. SEC Use Only.
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4. Source of Funds WC
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5. Check box if disclosure of legal proceedings is required [ ]
pursuant to Item5.2(d) or 2(e)
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power -0-
Shares
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Beneficially 8. Shared Voting Power 1,080,000
Owned by
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Each 9. Sole Dispositive Power -0-
Reporting
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Person 10. Shared Dispositive Power 1,080,000
With
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11. Aggregate amount beneficially owned by each reporting 1,080,000
person
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12. Check box if the aggregate amount in row (11) excludes [ ]
certain shares
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13. Percent of class represented by amount in row (11) 9.9%
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14. Type of Reporting Person C0
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<PAGE> 3
SCHEDULE 13D
Cusip No. 89490A 10 7 Page 3 of 6 Pages
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1. Name of Reporting Person and
SS or I.R.S. Identification No. of Above Person:
Hotel Reservations Network, Inc.
75-2817683
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2. Check the appropriate box if a member of a group 2. (a) [ ]
(b) [X]
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3. SEC Use Only.
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4. Source of Funds WC
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5. Check box if disclosure of legal proceedings is required [ ]
pursuant to Item5.2(d) or 2(e)
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power -0-
Shares
--------------------------------------------------------------
Beneficially 8. Shared Voting Power 1,080,000
Owned by
--------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting
--------------------------------------------------------------
Person 10. Shared Dispositive Power 1,080,000
With
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11. Aggregate amount beneficially owned by each reporting 1,080,000
person
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12. Check box if the aggregate amount in row (11) excludes [ ]
certain shares
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13. Percent of class represented by amount in row (11) 9.9%
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14. Type of Reporting Person CO
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<PAGE> 4
Page 4 of 6 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D
(the "Schedule 13D") originally filed on December 28, 2000, by USA Networks,
Inc., a Delaware corporation ("USAi"), and Hotel Reservations Network, Inc., a
Delaware corporation and majority owned subsidiary of USAi ("HRN," and together
with USAi, the "Reporting Persons"), relates to shares of TravelNow.com Inc., a
Delaware corporation ("TravelNow"), common stock, $0.01 par value (the "Common
Stock"). All capitalized terms used and not otherwise defined herein shall have
the meanings assigned to those terms in the Schedule 13D. The principal
executive offices of TravelNow are located at 318 Park Central East, Suite 306,
Springfield, Missouri 65806.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On January 4, 2001, HRN and TravelNow issued a joint press release
announcing that HRN and TravelNow had entered into a definitive Agreement and
Plan of Merger dated as of January 3, 2001 (the "Merger Agreement"), pursuant to
which HRN would acquire all of the outstanding Common Stock of TravelNow that
HRN does not already beneficially own for $4.16 per share in cash. The Merger
Agreement provides that by no later than January 18, 2001, HRN will commence a
tender offer (the "Offer") for all those outstanding shares. The Offer is
subject to customary conditions. The Offer is not subject to receipt of
financing. Upon successful completion of the Offer, the Merger Agreement calls
for a merger pursuant to which any remaining stockholders will receive cash in
the same amount as paid in the Offer. TravelNow will become a wholly-owned
subsidiary of HRN. The acquisition is expected to close by the end of the first
quarter of 2001.
On January 3, 2001, HRN entered into a Stockholder Agreement with a
number of TravelNow stockholders, including officers and directors of TravelNow
(collectively, the "Stockholders"). The Stockholders beneficially own
approximately 40% of TravelNow's outstanding Common Stock. Pursuant to the terms
of the Stockholder Agreement and, subject to certain conditions, the
Stockholders agreed to tender their shares of TravelNow Common Stock in
connection with the terms of the Offer and if an Alternative Transaction (as
defined in the Stockholder Agreement) is consummated, to pay HRN 90% of all
amounts which are received by the Stockholders for each of their shares in
excess of the HRN offer price of $4.16 per share. The Stockholders also agreed
under the terms of the Stockholder Agreement to other customary terms to support
and make effective the consummation of the Offer.
<PAGE> 5
Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by reference to the information set forth in Item 4 of
this Amendment, which is hereby incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated December 28, 2000,
by and between USA Networks, Inc. and Hotel
Reservations Network, Inc., dated December 28,
2000.(1)
Exhibit 2 Stock Purchase Agreement entered into on
December 18, 2000, by and between Hotel
Reservations Network, Inc., and Chris Noble.(1)
Exhibit 3 Stock Purchase Agreement entered into on
December 18, 2000, by and between Hotel
Reservations Network, Inc., and Andrew Shepp.(1)
Exhibit 4 Confidentiality Agreement dated December 20,
2000, by and among TravelNow.com, Inc. and Hotel
Reservations Network, Inc.(1)
Exhibit 5 Standstill Agreement dated December 19, 2000, by
and among TravelNow.com Inc. and certain
stockholders named therein.(1)
Exhibit 6 Agreement and Plan of Merger dated January 3,
2001, by and among Hotel Reservations Network,
Inc., Wonsub, Inc. and TravelNow.com Inc.(2)
Exhibit 7 Form of Stockholder Agreement dated January 3,
2001, by and among Hotel Reservations Network,
Inc., Wonsub, Inc. and certain stockholders of
TravelNow.com Inc.(2)
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(1) Previously filed as an exhibit to Schedule 13D filed by the
Reporting Persons on December 28, 2000, and incorporated
herein by reference.
(2) Filed herewith.
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Page 6 of 6 Pages
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.
Dated: January 4, 2001 USA NETWORKS, INC.
By: /s/ William J. Severance
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William J. Severance, Vice President
and Controller
HOTEL RESERVATIONS NETWORK, INC.
By: /s/ Gregory S. Porter
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Gregory S. Porter, General Counsel and
Secretary
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Joint Filing Agreement dated December 28, 2000, by and between
USA Networks, Inc. and Hotel Reservations Network, Inc., dated
December 28, 2000.(1)
2 Stock Purchase Agreement entered into on December 18, 2000, by
and between Hotel Reservations Network, Inc., and Chris
Noble.(1)
3 Stock Purchase Agreement entered into on December 18, 2000, by
and between Hotel Reservations Network, Inc., and Andrew
Shepp.(1)
4 Confidentiality Agreement dated December 20, 2000, by and
among TravelNow.com, Inc. and Hotel Reservations Network,
Inc.(1)
5 Standstill Agreement dated December 19, 2000, by and among
TravelNow.com, Inc. and certain stockholders named therein.(1)
6 Agreement and Plan of Merger dated January 3, 2001, by and
among Hotel Reservations Network, Inc., Wonsub, Inc. and
TravelNow.com Inc.(2)
7 Form of Stockholder Agreement dated January 3, 2001, by and
among Hotel Reservations Network, Inc., Wonsub, Inc. and
certain stockholders of TravelNow.com Inc.(2)
</TABLE>
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(1) Previously filed as an exhibit to Schedule 13D filed by the Reporting
Persons on December 28, 2000, and incorporated herein by reference.
(2) Filed herewith.
