0000912057-01-534145.txt : 20011009
0000912057-01-534145.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-534145
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011001
ITEM INFORMATION: Financial statements and exhibits
ITEM INFORMATION:
FILED AS OF DATE: 20011002
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TICKETMASTER
CENTRAL INDEX KEY: 0001006637
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 954546874
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25041
FILM NUMBER: 1750204
BUSINESS ADDRESS:
STREET 1: 3701 WILSHIRE BLVD
STREET 2: STE 200
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
BUSINESS PHONE: 6264050050
MAIL ADDRESS:
STREET 1: 3701 WILSHIRE BLVD
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
FORMER COMPANY:
FORMER CONFORMED NAME: CITYSEARCH INC
DATE OF NAME CHANGE: 19980617
FORMER COMPANY:
FORMER CONFORMED NAME: PERFECTMARKET INC
DATE OF NAME CHANGE: 19960909
FORMER COMPANY:
FORMER CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC
DATE OF NAME CHANGE: 19980923
8-K
1
a2060359z8-k.txt
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2001
TICKETMASTER
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25041 95-4546874
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3701 WILSHIRE BLVD., LOS ANGELES, CALIFORNIA 90010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 381-2000
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Information on Results Since September 11, 2001
ITEM 9. REGULATION FD DISCLOSURE
The full text of the Registrant's Information on Results Since
September 11, 2001, dated October 1, 2001, appearing in Exhibit 99.1 hereto, is
furnished and not filed pursuant to Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 1, 2001 TICKETMASTER
By:/s/ JOHN PLEASANTS
-------------------------------
John Pleasants
Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- ------------
99.1 Information on Results Since September 11, 2001
EX-99.1
3
a2060359zex-99_1.txt
EXHIBIT 99.1
EXHIBIT 99.1
TICKETMASTER PROVIDES INFORMATION ON RESULTS SINCE SEPTEMBER 11, 2001
DATED OCTOBER 1, 2001
TICKET SALES CLIMB BACK TO PRE SEPTEMBER 11 LEVELS; THIRD QUARTER RESULTS WILL
BE AFFECTED BY EVENT CANCELLATIONS AND POSTPONEMENTS
PERSONALS EXPERIENCES LITTLE SHORT-TERM EFFECT; SUBSCRIPTION ACTIVITY NOW
EXCEEDS PREVIOUS LEVELS AND RESULTS FOR THE THIRD QUARTER ARE EXPECTED TO
SIGNIFICANTLY EXCEED EXPECTATIONS
CITYSEARCH EXPERIENCES NO THIRD QUARTER EFFECT; IMPACT OF ANY ADVERTISING
SLOWDOWN WILL TAKE LONGER TO DETERMINE
TICKETING
o Ticketing's third quarter results will be affected by both the postponement
and cancellation of events for which the Company previously sold tickets,
and by the impact of the events of September 11 on ticket sales subsequent
to that date.
o Events for which the Company had sold approximately 725,000 tickets have
been postponed or cancelled. Although the Company will realize revenue for
some portion of the postponed events, the cancelled events and a portion of
the postponed events will result in lost revenue in the third quarter.
o Immediately following the events of September 11, the number of tickets
sold declined significantly. In the ensuing two weeks, ticket sales
increased and in the last week of the month were approximately equal to
sales levels at the same time last year.
o Prior to September 11, ticket sales in the third quarter were slightly
higher than in the year ago period, but due to the number of cancelled and
postponed events as well as the lower sales volumes in the days immediately
following September 11, the Company expects that its Ticketing business
will report third quarter revenue and EBITDA below previous expectations.
o Although the future impact of the events of September 11 on the Ticketing
business are at this point unclear, the Company is encouraged by the strong
performance of the business in the last week of the quarter.
PERSONALS
o Immediately following the events of September 11 the Company's Personals
business experienced a slowdown in subscription activity, but such activity
quickly recovered to levels in excess of those seen before September 11.
o Strong subscription activity in the last two weeks of the month was aided
by the previously planned launch of a national advertising campaign on CNN
and the continued growth of subscriptions generated by the Company's
distribution relationships with MSN and America Online.
o The Personals business experienced strong subscription activity throughout
the third quarter and the Company expects revenue and EBITDA in this
business to significantly exceed previous expectations for the quarter.
CITYSEARCH
o Citysearch generates revenue primarily through the sale of online
advertising. Given the nature of the sales cycle in this business, the
effects of September 11 on the third quarter results of the city guide
business are expected to be immaterial, while the longer term effects are
as yet unclear. The Company would expect that general economic conditions
and the state of the broader advertising market will impact the Company's
results in this business.
o The Company expects results in this business in the third quarter to be
approximately in line with previous expectations.
...
THE COMPANY ANTICIPATES THAT IN ACCORDANCE WITH ITS NORMAL PRACTICE IT WILL
PROVIDE FINANCIAL GUIDANCE FOR THE FOURTH QUARTER OF 2001 AND THE
FULL YEAR 2002 WHEN IT REPORTS THIRD QUARTER EARNINGS.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The information set forth above contains forward-looking statements about
Ticketmaster (the "Company"), including statements concerning its future product
plans. These forward-looking statements involve risks and uncertainties. The
Company's actual results could differ materially from these statements. These
forward-looking statements are based on the Company's expectations as of the
date of the release of this information and the Company undertakes no obligation
to update these statements. Among the risks and uncertainties that could
adversely affect the Company's actual results are: that the Company may not
realize the synergies and other intended benefits of the combination of
Ticketmaster and Ticketmaster Online-Citysearch; that the Company may have
difficulty overcoming problems associated with rapid expansion and growth; the
dependence of the Company's business on entertainment, sporting and leisure
events; quarterly fluctuations in the Company's revenues which could adversely
affect the market price of the Company's stock; the risks of operating
internationally; the dependence of the Company on its relationships with
clients; the Company's future capital needs and the uncertainty of additional
financing; the Company's dependence on key personnel and need to hire additional
qualified personnel; control of the Company by USA Networks, Inc.; the potential
for conflicts of interest between the Company and USA Networks, Inc.; the
Company's need to continue to promote its brands; risks associated with
competition; the Company's reliance on third party technology; network security
risks; the Company's need to be able to adapt to rapid technological changes;
liability associated with the information displayed or accessed on the Company's
web sites; intellectual property infringement risks; risks associated with
changing legal requirements on the Company's operations, including privacy
concerns; litigation risks; the dilutive effect of future acquisitions; risks
associated with the failure to maintain the Company's domain names; the risk to
its stock price associated with the Company's anti-takeover provisions; and the
risk
associated with ongoing litigation and governmental investigations relating to
the Company's business practices. Investors are encouraged to read the risks and
uncertainties detailed in the Company's filings with the Securities and Exchange
Commission.
Ticketmaster is the owner or licensee of its name and logo trademarks and
service marks. All other trademarks and trade names are the property of their
respective owners.