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): September 24, 2002
USA INTERACTIVE
(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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On September 24, 2002, USA Interactive (the "Company") issued a press release,
the full text of which is set forth below:
USA INTERACTIVE ACQUIRES INTERVAL INTERNATIONAL
NEW YORK, NY - September 24, 2002 - USA Interactive (Nasdaq: USAI) announced
today the completion of its acquisition of Interval International ("Interval")
through its holding company, Interval Acquisition Corp., from Willis Stein &
Partners, a Chicago-based private equity investment firm, and other investors.
The consideration was paid on an all cash basis.
Miami-based Interval is one of the world's leading membership-services
companies, providing timeshare exchange and other value-added programs to its
timeshare-owner consumer members and resort developers. The combination of
long-term relationships with developers and annual membership-based revenues
provides Interval with strong recurring earnings.
Interval joins USA's formidable interactive commerce portfolio and enhances
USA's growing dynamic exchange and interactive travel businesses, which include
controlling interests in Ticketmaster (Nasdaq: TMCS), which operates Match.com
and Citysearch; Expedia, Inc. (Nasdaq: EXPE); and Hotels.com (Nasdaq: ROOM); as
well as TV Travel Group and the forthcoming U.S. cable travel network.
In conjunction with the closing of the Interval transaction, USA is considering
the issuance of debt that would effectively finance a portion or all of this
transaction, subject to market conditions, pricing and other factors. The
securities that may be offered have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements, and this announcement
does not constitute an offer of any securities for sale. In addition, USA may
purchase from time to time, in the open market or in privately negotiated
transactions, 6-3/4% senior notes due 2005 previously issued by it, subject to
market conditions, pricing and other factors.
ABOUT USA INTERACTIVE
USA Interactive (Nasdaq: USAI), via the Internet, the television, and the
telephone, engages in the worldwide business of interactivity across electronic
retailing, travel services, ticketing services, personals services, local
information services, and teleservices. USA is comprised of HSN; Expedia, Inc.
(Nasdaq: EXPE); Hotels.com (Nasdaq: ROOM); TV Travel Group; Ticketmaster
(Nasdaq: TMCS), which operates Match.com and Citysearch; Precision Response
Corporation; Electronic Commerce Solutions; Styleclick, Inc. (OTCBB: IBUYA); and
now, Interval International.
ABOUT INTERVAL INTERNATIONAL
For more than 25 years, Interval International has led the vacation ownership
industry with innovative products and the highest levels of quality, service,
and value. The company has attracted the leading hospitality brands and
independent developers to its global network of more
than 1,900 resorts in 75 countries. With its international headquarters located
in Miami, Florida, Interval serves its developer clients and approximately 1.5
million members through 28 offices in 19 countries and employs nearly 1,700
people worldwide.
ABOUT WILLIS STEIN & PARTNERS
Willis Stein & Partners is a leading private equity investment firm specializing
in investments in profitable, well-managed, and growing businesses targeting the
consumer products and services, media, telecommunications, business services,
manufacturing, and health care industries. The principals of Willis Stein have
made investments in 40 companies and currently manage approximately $2.9 billion
of equity capital.
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.
USA INTERACTIVE
By: /s/ JULIUS GENACHOWSKI
-----------------------------------
Name: Julius Genachowski
Title: Executive Vice President and
General Counsel
Date: September 25, 2002