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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)(1)
TICKETMASTER GROUP, INC.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
88633U 10 3
(CUSIP Number)
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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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 88633U 10 3 13G Page 2 of ____ Pages
- ------------------------------ ----------------------------
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul G. Allen
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER: 0
EACH
REPORTING ------------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER: 0
------------------------------------------------------------
8. SHARED DISPOSITIVE POWER: 0
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 0
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*: IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of ____ Pages
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ITEM 4. OWNERSHIP.
ITEM 4 IS HEREBY AMENDED BY ADDING THE FOLLOWING PARAGRAPH:
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
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(a) Amount Beneficially Owned: 0
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(b) Percent of Class: 0%
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(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0
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Page 4 of ____ Pages
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On May 20, 1997, Paul G. Allen entered into a Stock
Exchange Agreement with HSN, Inc. (the "Stock Exchange
Agreement") pursuant to which HSN, Inc. agreed, among
other things, to acquire from Mr. Allen 12,283,014
shares of common stock, no par value, of Ticketmaster
Group, Inc. ("Ticketmaster Stock") in exchange for
7,238,507 shares of common stock, $.01 par value, of
HSN, Inc. ("HSNi Common Stock"), subject to the possible
issuance to Mr. Allen of up to 3,257,328 additional
shares of HSNi Common Stock in August 1998 if the
average market price of the HSNi Common Stock over
certain periods prior to such time is below $29 per
share. Upon the consummation of the first closing on
July 17, 1997, Mr. Allen ceased to own any shares of
Ticketmaster Stock. To facilitate an orderly transition,
Mr. Allen agreed to continue to serve as Chairman of
Ticketmaster Group, Inc. for a period not to exceed six
months following the first closing. The full text of the
Stock Exchange Agreement was included as Exhibit 1 to
Amendment No. 2 of this Schedule 13G which was filed
with the Securities and Exchange Commission on May 29,
1997 ("Amendment No. 2") and is incorporated herein by
reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
ITEM 5 IS HEREBY AMENDED BY ADDING THE FOLLOWING PARAGRAPH:
Upon the first closing on July 17, 1997, Mr. Allen ceased to
own shares of Ticketmaster Stock.
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Page 5 of ____ Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 22, 1997
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(Date)
Paul G. Allen
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By: /s/ William D. Savoy
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William D. Savoy, Attorney-In-Fact
for Paul G. Allen
Note: Durable Special Power of Attorney, dated May 6, 1997, granted by
Paul G. Allen to William D. Savoy was included as Exhibit 3 to
Amendment No. 2 and is incorporated herein by reference.
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Page 6 of ____ Pages
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EXHIBIT INDEX
Stock Exchange Agreement, dated May 20, 1997, by and between Paul G. Allen and
HSN, Inc. -- Incorporated by reference from Exhibit 1 to Amendment No. 2 of this
Schedule 13G which was filed with the Securities and Exchange Commission on May
29, 1997;
Durable Special Power of Attorney, dated May 6, 1997, granted by Paul G. Allen
to William D. Savoy -- Incorporated by reference from Exhibit 3 to Amendment No.
2 of this Schedule 13G which was filed with the Securities and Exchange
Commission on May 29, 1997.
