SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
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 Boulevard Los
New York, NY 10019 Angeles, CA 90010
(212) 314-7200 (213) 381-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
June 22, 2000
(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)
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 1 (the "Amendment") to the Statement
on Schedule 13D (the "Statement"), dated December 2, 1999, with respect to
shares of Ticketmaster Online-CitySearch ("TMCS") Class B common stock, par
value $.01 per share (the "Class B Common Stock"). 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 790 E.
Colorado Boulevard, Suite 200, Pasadena, California 91101.
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 25, 2000, USAi issued a press release, a copy of which is
attached as Exhibit 2 and incorporated herein by reference.
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed as an exhibit to this statement:
2. Press release of USA Networks, Inc., dated June 25, 2000
Page 2 of 4
<PAGE>
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: June 26, 2000
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 3 of 4
<PAGE>
INDEX TO EXHIBITS
2. Press release of USA Networks, Inc., dated June 22, 2000
-----------------------
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).
Page 4 of 4
