-----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, AfYJeu48CV+zlm+gpgRx4FhVGuBxjzfMsFMcM3NatLybf2rVjUwNzgUOXg/G8X1S IF57DTurG8i+iTXJg41MdQ== 0000898822-97-000955.txt : 19971103 0000898822-97-000955.hdr.sgml : 19971103 ACCESSION NUMBER: 0000898822-97-000955 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971031 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER GROUP INC CENTRAL INDEX KEY: 0001021354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 363597489 STATE OF INCORPORATION: IL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49071 FILM NUMBER: 97705613 BUSINESS ADDRESS: STREET 1: 8800 SUNSET BLVD CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 3103606000 MAIL ADDRESS: STREET 1: 8800 SUNSET BLVD CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSN INC CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 HSN DR CITY: ST PETERSBURG STATE: FL ZIP: 33729 BUSINESS PHONE: 8135728585 MAIL ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST PETERSBURG STATE: FL ZIP: 33729 FORMER COMPANY: FORMER CONFORMED NAME: SILVER KING COMMUNICATIONS INC DATE OF NAME CHANGE: 19940420 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TICKETMASTER GROUP, INC. ______________________________________________________________ (Name of Issuer) Common Stock, no par value ______________________________________________________________ (Title of Class of Securities) 88633U 10 3 ______________________________________________________________ (CUSIP Number) JAMES GALLAGHER HSN, INC. 1 HSN DRIVE ST. PETERSBURG, FL 33729 (813) 572-8585 ______________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 1997 ______________________________________________________________ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Sched- ule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-- 1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this state- ment / /. (A fee is not required only if the reporting per- son: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 4 Pages This Report on Schedule 13D constitutes Amendment No. 2 ("Amendment No. 2") to the Original Report on Schedule 13D filed by the Reporting Person on July 28, 1997, as heretofore amended (as amended, the "Schedule 13D"). Capitalized terms used and not defined herein have the meanings provided in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information contained in Item 3 of the Schedule 13D is hereby amended by reference to the information set forth in Item 4 of this Amendment No. 2, which is hereby incorporated by reference herein. ITEM 4. PURPOSE OF THE TRANSACTION. The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On October 30, 1997, at a meeting of the Board of Di- rectors of Ticketmaster Group, Inc. ("Ticketmaster"), HSN, Inc. ("HSNi") advised the Ticketmaster Board that the Special Com- mittee to be formed to review the Proposal should consider only the HSNi tax-free stock merger transaction set forth in the Proposal. A copy of the letter in which the Proposal was made was previously filed as an exhibit to Amendment No. 1 to the Schedule 13D and is incorporated herein by reference, and the description herein of the Proposal is qualified in its entirety by reference to such exhibit. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION- SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information contained in Item 6 of the Schedule 13D, as heretofore amended, is hereby further amended by refer- ence to the information set forth in Item 4 of this Amendment No. 2, which is hereby incorporated by reference herein. Page 2 of 4 Pages 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. HSN, INC. By: Jed B. Trosper Name: Jed B. Trosper Title: Executive Vice President, Chief Financial Officer and Treasurer October 31, 1997 Page 3 of 4 Pages EXHIBIT INDEX SEQUENTIAL EXHIBIT DESCRIPTION PAGE NO. Exhibit 1 - Stock Exchange Agreement/*/ Exhibit 2 - Letter Agreement/*/ Exhibit 3 - Letter, dated October 23, 1997, from HSN, Inc. to the Board of Directors of Ticketmaster Group, Inc/*/ _____________________ * Previously filed. Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----