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): DECEMBER 21, 2004
IAC/INTERACTIVECORP
(Exact name of Registrant as specified in charter)
DELAWARE 0-20570 59-2712887
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
152 WEST 57TH STREET, NEW YORK, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 314-7300
(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 (see General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On December 21, 2004, IAC/InterActiveCorp ("IAC") announced that its Board of
Directors has approved a spin-off plan to separate IAC into two publicly traded
companies: (1) Expedia and (2) IAC. Attached hereto as Exhibit 99.1 and
incorporated by reference herein is a transcript of a conference call held in
connection with that announcement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 - Conference Call Transcript, dated December 21, 2004.[GRAPHIC
OMITTED]
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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 thereunto duly authorized.
IAC/INTERACTIVECORP
By: /s/ Gregory R. Blatt
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Name: Gregory R. Blatt
Title: Senior Vice President a
General Counsel
Date: December 21, 2004
EXHIBIT INDEX
Exhibit 99.1 -- Conference Call Transcript, dated December 21, 2004
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