SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(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. 3)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)
Julius Genachowski, Esq. Daniel R. Goodman, Esq.
USA Networks, Inc. Ticketmaster Corporation
152 West 57th Street 3701 Wilshire Boulevard
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)
November 20, 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 7 Pages)
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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 ("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) 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
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
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)
52.6%
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
fifteen votes per share and each share of Class B Common Stock is
entitled to one vote per share, the Reporting Persons beneficially
owns equity securities of the Company representing approximately
84.0% of the voting power of the Company.
(14) Type of Reporting Person
CO
Page 2 of 7
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(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 Box 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 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)
52.6%
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
fifteen votes per share and each share of Class B Common Stock is
entitled to one vote per share, the Reporting Persons beneficially
owns equity securities of the Company representing approximately
84.0% of the voting power of the Company.
(14) Type of Reporting Person
CO
Page 3 of 7
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ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 3 (this "Amendment") to the Statement
on Schedule 13D (the "Statement"), dated December 2, 1999, as amended by
Amendment No. 1, dated June 26, 2000, and Amendment No. 2, dated October 23,
2000, 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 November 21, 2000, USA Networks, Inc. ("USAi") and TMCS issued a
joint press release announcing that USAi and TMCS had entered into a definitive
Contribution Agreement, dated as of November 20, 2000 (the "Contribution
Agreement"), pursuant to which USAi would contribute business and operations of
Ticketmaster Corporation ("Ticketmaster") to TMCS in exchange for the issuance
by TMCS to USAi of 52 million shares of TMCS Class B Common Stock in addition to
the shares of TMCS stock that USAi currently beneficially owns. A copy of the
press release is attached as an exhibit hereto and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The first paragraph of Item 5 of the Statement is hereby amended and
restated in its entirety as follows:
As of November 17, 2000, each of USAi and Ticketmaster may be deemed
to be a beneficial owner of 43,782,544 shares of the Class B 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 52.6% of the Class B Common Stock. Because each share of Class
A Common Stock generally is entitled to fifteen 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 84.0% of the voting power of TMCS based upon
47,931,654 shares of Class A Common Stock and 40,754,498 shares of Class B
Common Stock outstanding as of November 17, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Item 6 of the Statement is hereby
amended by
Page 4 of 7
<PAGE>
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
The following exhibits are filed as part of this Amendment:
3. Press Release of USA Networks, Inc. and Ticketmaster
Online-Citysearch, Inc., dated November 21, 2000.
Page 5 of 7
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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: November 21, 2000
USA NETWORKS, INC.
By: /s/ Julius Genachowski
--------------------------
Name: Julius Genachowski
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 6 of 7
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INDEX TO EXHIBITS
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3. Press Release of USA Networks, Inc. and Ticketmaster
Online-Citysearch, Inc., dated November 21, 2000.
Page 7 of 7
