-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AE6dHX+dFtMi3wtfzwvZPTn2N/WuLixzu5+QMQAq4JS4FSAcqm8tFrcE+lqVQSie HE/2bbOFvemlPzkF5w4vBQ== 0001104659-09-012534.txt : 20090226 0001104659-09-012534.hdr.sgml : 20090226 20090226161105 ACCESSION NUMBER: 0001104659-09-012534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090226 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20090226 DATE AS OF CHANGE: 20090226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ENTERTAINMENT, INC. 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: 001-34064 FILM NUMBER: 09637921 BUSINESS ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 310-360-3300 MAIL ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER DATE OF NAME CHANGE: 20010209 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC DATE OF NAME CHANGE: 19980923 FORMER COMPANY: FORMER CONFORMED NAME: CITYSEARCH INC DATE OF NAME CHANGE: 19980617 8-K 1 a09-6448_18k.htm 8-K

 

 

UNITED STATES

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):  February 26, 2009

 

Ticketmaster Entertainment, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

 

001-34064

 

95-4546874

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

8800 W. Sunset Blvd., West Hollywood, CA

 

90069

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    (310) 360-3300

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

ITEM 7.01.    REGULATION FD DISCLOSURE.

 

On February 10, 2009, Ticketmaster Entertainment, Inc., a Delaware corporation (“Ticketmaster”), announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Live Nation, Inc., a Delaware corporation (“Live Nation”), pursuant to which Ticketmaster will, upon the terms and subject to conditions set forth therein, merge with and into an indirect, wholly-owned subsidiary of Live Nation (“Merger Sub”), with Merger Sub continuing as the surviving entity and as an indirect, wholly-owned subsidiary of Live Nation and Live Nation continuing as the public parent of the combined companies.

 

Prior to the announcement of the Merger Agreement, on February 6, 2009, apparently in response to various news reports speculating about a possible transaction involving Ticketmaster and Live Nation, Anschutz Entertainment Group, Inc. (together with its affiliates, “AEG”) sent a letter to Ticketmaster advising Ticketmaster of AEG’s belief that any transaction involving Ticketmaster and Live Nation would permit AEG, at its option, to terminate the ticketing agreement under which Ticketmaster and its subsidiaries provide primary ticketing services to AEG. Revenues from the AEG contract represented less than 10% of Ticketmaster’s consolidated revenues for the fiscal year ended December 31, 2008.

 

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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.

 

 

 

TICKETMASTER ENTERTAINMENT, INC.

 

 

 

 

 

By:

 /s/ Brian Regan

 

Name:

Brian Regan

 

Title:

Executive Vice President &
Chief Financial Officer

 

Date:  February 26, 2009

 

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