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. 5)1
Ticketmaster
(NAME OF ISSUER)
Class B Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
88633P203
(CUSIP NUMBER)
Julius Genachowski, Esq.
USA Interactive
152 West 57th Street
New York, NY 10019
(212) 314-7300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
June 2, 2002
(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)
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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).
ITEM 1. SECURITY AND ISSUER
This constitutes Amendment No. 5 (this "Amendment") to the Statement on
Schedule 13D (the "Statement") by USA Interactive (formerly USA Networks, Inc.,
"USA"), dated December 2, 1999, as amended by Amendment No. 1, dated June 26,
2000, Amendment No. 2, dated October 23, 2000, Amendment No. 3, dated November
21, 2000, and Amendment No. 4, dated January 31, 2001, with respect to shares of
Class B common stock, par value $.01 per share (the "Class B Common Stock"), of
Ticketmaster ("TMCS"). 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 3701 Wilshire Boulevard, Los
Angeles, CA 90010.
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 2, 2002, USA delivered a letter to the Board of Directors of
TMCS (the "Letter") announcing its intention to commence an exchange offer for
the remaining outstanding shares of Class B Common Stock of TMCS (the "Exchange
Offer"). On June 3, 2002, USA issued a press release publicly announcing the
Exchange Offer (the "Press Release"). Copies of the Letter and the Press Release
are attached as exhibits to this Amendment and are incorporated herein by
reference.
Except as set forth herein, neither USA 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 Amendment:
5. Letter from USA Interactive to the Board of Directors of
Ticketmaster, dated June 2, 2002.
6. Press Release of USA Interactive, dated June 3, 2002.
Page 2 of 4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Date: June 3, 2002
USA INTERACTIVE
By: /s/ Julius Genachowski
-----------------------------------
Name: Julius Genachowski
Title: Executive Vice President,
General Counsel and
Secretary
Page 3 of 4
INDEX TO EXHIBITS
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5. Letter from USA Interactive to the Board of Directors of
Ticketmaster, dated June 2, 2002.
6. Press Release of USA Interactive, dated June 3, 2002.
Page 4 of 4