<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
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)
DECEMBER 18, 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 8)
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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>
SCHEDULE 13D
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Cusip No. 89490A 10 7 Page 2 of 8 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 Items 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
--------------------------------------------------------------
Person 10. Shared Dispositive Power 1,080,000
With
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11. Aggregate amount beneficially owned by each
reporting person 1,080,000
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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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SCHEDULE 13D
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Cusip No. 89490A 10 7 Page 3 of 8 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 (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 Items 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
--------------------------------------------------------------
Person 10. Shared Dispositive Power 1,080,000
With
----------------- --------------------------------------------------------------
11. Aggregate amount beneficially owned by each 1,080,000
reporting 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 of 8 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to
shares of TravelNow.com, Inc., a Delaware corporation ("TravelNow"), common
stock, $0.01 par value (the "Common Stock"). The principal executive offices
of TravelNow are located at 318 Park Central East, Suite 306, Springfield,
Missouri 65806.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed 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"). USAi is a holding company, the subsidiaries
of which are focused on the convergence of entertainment, information, and
direct selling. The principal executive offices of USAi are located at 152
West 57th Street, New York, NY 10019. The principal executive offices of HRN
are located at 8140 Walnut Hill Lane, Suite 800, Dallas, TX 75231.
Annex A attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling
person of USAi: (a) the name and residence or business address; (b) the
principal occupation or employment; and (c) the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Annex A is incorporated herein by reference. To the knowledge of
USAi, each of the persons named on Annex A (the "Annex A Persons"), except
Samuel Minzberg, is a United States citizen. Mr. Minzberg is a Canadian
citizen. During the last five years, neither USAi nor any of the Annex A
Persons (to the knowledge of USAi) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither USAi nor any of the Annex A Persons (to the
knowledge of USAi) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Annex B attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling
person of HRN: (a) the name and residence or business address; (b) the
principal occupation or employment; and (c) the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Annex B is incorporated herein by reference. To the knowledge of
HRN, each of the persons named on Annex B (the "Annex B Persons") is a United
States citizen. During the last five years, neither HRN nor any of the Annex
B Persons (to the knowledge of HRN) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither HRN nor any of the Annex B Persons (to the knowledge
of HRN) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Barry Diller, the Chairman and Chief Executive Officer of USAi, Liberty
Media Corporation, Universal Studios, Inc., The Seagram Company Ltd. and USAi
are parties to a stockholders agreement (the
<PAGE>
Page 5 of 8 Pages
"Stockholders Agreement") relating to USAi. Through his own holdings and the
Stockholders Agreement, Mr. Diller has the right, directly or indirectly, to
control approximately 74% of the outstanding total voting power of USAi. As a
result, except with regard to certain specified matters, Mr. Diller generally
has the ability to control the outcome of all matters submitted to a vote of
USAi's stockholders. Mr. Diller disclaims beneficial ownership of any shares
of TravelNow stock beneficially owned by the Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 18, 2000, HRN entered into a Stock Purchase Agreement
pursuant to which it acquired the right to purchase from Chris Noble
1,000,000 shares of Common Stock in exchange for $3.00 per share in cash.
Also on December 18, 2000, HRN entered into a Stock Purchase Agreement
pursuant to which it acquired the right to purchase from Andrew Schepp 80,000
shares of Common Stock in exchange for $3.00 per share in cash. Upon the
delivery of the shares by the sellers thereof, HRN shall pay from its working
capital an aggregate amount of $3,240,000 to acquire the Common Stock. The
parties anticipate consummating the transactions described in this Item 3 on
or before December 31, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
Except as set forth herein, neither the Reporting Persons nor, to
the best of their knowledge, any of their respective 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.
HRN currently holds its interest in TravelNow as a strategic
investment. On December 20, 2000, HRN entered into a Confidentiality
Agreement with TravelNow pursuant to which TravelNow agreed to make certain
information concerning the business, operations and assets of TravelNow
available to HRN for consideration in connection with its review of various
potential transactions, which could include, without limitation, the
acquisition by HRN of all or substantially all of the outstanding TravelNow
Common Stock in a negotiated transaction. The terms of the Confidentiality
Agreement also provide that HRN will not to make any unsolicited offer to
acquire any Common Stock or other securities of TravelNow from TravelNow or
any holder of its Common Stock unless requested to do so by TravelNow.
In the ordinary course of business, USAi and HRN engage in a variety
of business transactions that cover a wide range of activities relevant to
the operations of both companies. USAi expects that in the future additional
business opportunities for the benefit of both companies may become
available, and that in the ordinary course of business USAi and HRN will
discuss and negotiate mutually beneficial business transactions, which
transactions could include, without limitation, the acquisition by HRN of
additional TravelNow Common Stock.
In addition, USAi may be deemed to indirectly participate in the
business and oversight of HRN through USAi's representation on the HRN Board
of Directors. However, as directors of HRN, USAi representatives (currently
four in number), like other HRN directors, participate on the HRN Board in
the exercise of their fiduciary obligations to HRN stockholders. In such
capacity, USAi representatives actively and regularly participate (and expect
to continue to so participate) in formulating HRN business strategies which
may include matters identified in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
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Page 6 of 8 Pages
Subject to the terms of the Confidentiality Agreement, HRN may from
time to time acquire additional TravelNow Common Stock in the market or
otherwise, depending upon market, economic, business and other conditions and
factors. In reaching any conclusion as to its future course of action, USAi
will take into consideration various factors, such as TravelNow's business
and prospects, other developments concerning TravelNow, other business
opportunities available to HRN, developments with respect to the business of
HRN, and general economic and stock market conditions, including, but not
limited to, the market price of the Common Stock. HRN reserves the right,
based on all relevant factors and subject to applicable law, to (a) acquire
additional shares of Common Stock in the open market, in privately negotiated
transactions or otherwise; (b) dispose of all or a portion of its holdings of
Common Stock; (c) continue to hold all or a part of such shares and exercise
voting control over TravelNow, or to hold such shares as a passive
investment; (d) take other actions that could involve one or more of the
types of transactions or have one or more of the results described in
paragraphs (a) through (j) of Item 4 of Schedule 13D; or (e) change its
intention with respect to any or all of the matters referred to in this
Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 18, 2000, each of USAi and HRN may be deemed to be a
beneficial owner of 1,080,000 shares of the Common Stock, all of which will
be held of record by HRN upon the consummation of the transactions described
in Item 3 above. Each of USAi and HRN may be deemed to beneficially own 9.9%
of the Common Stock (based upon the Issuer's Quarterly Report on Form 10-QSB
filed on November 14, 2000).
USAi will have shared power to vote or direct the vote and shared
power to dispose or to direct the disposition of 1,080,000 shares of Common
Stock upon the consummation of the transactions described in Item 3 above.
USAi has no beneficial ownership of any additional shares of Common Stock.
HRN will have shared power to vote or direct the vote and shared
power to dispose or to direct the disposition of 1,080,000 shares of Common
Stock upon the consummation of the transactions described in Item 3 above.
HRN has no beneficial ownership of any additional shares of Common Stock.
On December 18, 2000, HRN entered into a Stock Purchase Agreement
pursuant to which it acquired the right to purchase from Chris Noble
1,000,000 shares of Common Stock in exchange for $3.00 per share in cash.
Also on December 18, 2000, HRN entered into a Stock Purchase Agreement
pursuant to which it acquired the right to purchase from Andrew Schepp 80,000
shares of Common Stock in exchange for $3.00 per share in cash. Upon the
delivery of the shares by the sellers thereof, HRN will pay from its working
capital an aggregate amount of $3,240,000 to acquire the Common Stock. The
parties anticipate consummating the transactions described in Item 3 above on
or before December 31, 2000.
No officer or director of either USAi or HRN owns any TravelNow Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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Page 7 of 8 Pages
On December 19, 2000, HRN entered into a Standstill Agreement with
TravelNow pursuant to which HRN agreed not to: (a) sell, pledge or otherwise
transfer any of the TravelNow Common Stock it intends to acquire under the
terms of the transactions described in Item 3 above, other than through
either a privately negotiated transfer in which the transferee agrees to be
bound by the terms of the Standstill Agreement or a pledge of less than 30%
of the Common Stock held by HRN; or (b) publicly announce or disclose any
intention, plan or arrangement inconsistent with the foregoing. See response
to Item 4 above.
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.
Exhibit 2 Stock Purchase Agreement entered into on December 18, 2000,
by and between Hotel Reservations Network, Inc., and Chris
Noble
Exhibit 3 Stock Purchase Agreement entered into on December 18, 2000,
by and between Hotel Reservations Network, Inc., and Andrew
Shepp
Exhibit 4 Confidentiality Agreement dated December 20, 2000, by and
among TravelNow.com, Inc. and Hotel Reservations
Network, Inc.
Exhibit 5 Standstill Agreement dated December 19, 2000, by and among
TravelNow.com, Inc. and certain stockholders named therein.
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Page 8 of 8 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: December 28, 2000 USA NETWORKS, INC.
By: /s/ William J. Severance
------------------------------
William J. Severance,
Vice President and Controller
HOTEL RESERVATIONS NETWORK, INC.
By: /s/ Gregory S. Porter
------------------------------
Gregory S. Porter, General
Counsel and Secretary
<PAGE>
INDEX TO 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.
Exhibit 2 Stock Purchase Agreement entered into on December 18, 2000,
by and between Hotel Reservations Network, Inc., and
Chris Noble
Exhibit 3 Stock Purchase Agreement entered into on December 18, 2000,
by and between Hotel Reservations Network, Inc., and
Andrew Shepp
Exhibit 4 Confidentiality Agreement dated December 20, 2000, by and
among TravelNow.com, Inc. and Hotel Reservations
Network, Inc.
Exhibit 5 Standstill Agreement dated December 19, 2000, by and among
TravelNow.com, Inc. and certain stockholders named therein.
<PAGE>
ANNEX A
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of
each director and executive officer of USAi. The name of each person who is a
director of USAi is marked with an asterisk. Unless otherwise indicated, the
business address of each person listed below is 152 West 57th Street, New
York, NY 10019.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Principal Business in
Employment which such Employment
is Conducted
<S> <C> <C>
Paul G. Allen* Investor. Vulcan Ventures Inc.
110 110th Avenue, N.E., (Venture Capital)
Suite 550
Bellevue Washington 98004
Edgar Bronfman, Jr.* Executive Vice Chairman, Vivendi Universal
375 Park Avenue Vivendi Universal. (Media and
New York, NY 10152 Communications)
Anne M. Busquet* President, American American Express
200 Vesey Street Express Relationship Relationship Services
New York, NY 10285 Services. (Service Provider to
American Express
Customers)
Barry Diller* Chairman and Chief USAi
Executive Officer, USAi.
Victor A. Kaufman* Vice Chairman, USAi. USAi
Donald R. Keough* Chairman of the Board, Allen & Co. Inc.
711 Fifth Avenue Allen & Co. Inc. (Investment Banking)
New York, NY 10022
Dara Khosrowshahi* Executive Vice President, USAi
152 West 57th Street Operations and Strategic
New York, NY 10019 Planning, USAi
Diane Von Furstenberg* Chairman, Diane Von Diane Von Furstenberg
389 West 12th Street Furstenberg Studio L.P. Studio L.P. (Fashion
New York, NY 10014 Design)
Julius Genachowski Senior Vice President, USAi
General Counsel and
Secretary, USAi.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Samuel Minzberg* President and Chief Claridge Inc.
1170 Peel Executive Officer, (Management)
Montreal, Quebec H38-4P2 Claridge Inc.
Brian C. Mulligan* Consultant Vivendi Universal
375 Park Avenue Media and Communications
New York, NY 10152
William D. Savoy* Vice President, Vulcan Vulcan Ventures Inc.
110 110th Avenue, N.E. Ventures Inc. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Gen. H. Norman Retired.
Schwarzkopf*
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Michael Sileck Senior Vice President USAi
and Chief Financial
Officer, USAi.
</TABLE>
<PAGE>
ANNEX B
Set forth below are the name, business address, principal occupation or
employment and principal business in which such employment is conducted of
each director and executive officer of HRN. The name of each person who is a
director of HRN is marked with an asterisk. Unless otherwise indicated, the
business address of each person listed below is 8140 Walnut Hill Lane Suite
800, Dallas, TX 75231.
<TABLE>
<CAPTION>
Principal Business in
Name and Business Address Principal Occupation or which such Employment
Employment is Conducted
<S> <C> <C>
Robert Diener* President and Treasurer, HRN
HRN
Sandra D'Arcy Executive Vice President, HRN
HRN
Beverly Harms* Senior Vice President of Communications Equity
c/o Communication Equity Managed Investments Associates (Investment
Association Banking)
101 East Kennedy Blvd.,
Suite 3300
Tampa, FL 33602
Victor A. Kaufman* Vice Chairman, USAi. USAi
152 West 57th Street
New York, NY 10019
Dara Khosrowshahi* Executive Vice President, USAi
152 West 57th Street Operations and Strategic
New York, NY 10019 Planning, USAi
David Litman* Chief Executive Officer, HRN
HRN
Jon Miller President and Chief USA Information and Services
152 West 57th Street Executive Officer, USA
New York, NY 10019 Information and Services
Gregory S. Porter General Counsel and HRN
Secretary, HRN
Mel Robinson Chief Financial and HRN
Strategic Officer,
HRN
Eli J. Segal* President and Chief The Welfare to Work
c/o Welfare to Work Executive Officer, Partnership (Non-Profit)
Partnership The Welfare to Work
1250 Connecticut Ave., NW Partnership
</TABLE>
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<TABLE>
<S> <C> <C>
Washington, DC 20036
Michael Sileck* Senior Vice President USAi
152 West 57th Street and Chief Financial
New York, NY 10019 Officer, USAi.
</TABLE>
