SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
INTERACTIVECORP (FORMERLY USA INTERACTIVE)
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45840Q 10 1
(CUSIP Number)
George E. Bushnell III, Esq.
Vice President and Corporate Counsel
Vivendi Universal, S.A.
800 Third Avenue
New York, New York 10022
(212) 572-7000
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
October 8, 2003
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [__]
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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* Note: This statement constitutes Amendment No. 17 of a Report on Schedule 13D
of Vivendi Universal Canada Inc. (formerly The Seagram Company Ltd.) and
Universal Studios, Inc. and Amendment No. 11 of a Report on Schedule 13D of
Vivendi Universal, S.A.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
UNIVERSAL STUDIOS, INC.,
VIVENDI UNIVERSAL CANADA INC. (FORMERLY THE SEAGRAM COMPANY LTD.)
and
VIVENDI UNIVERSAL, S.A.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
INTERACTIVECORP
This Report on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock"), of InterActiveCorp, a Delaware corporation
(formerly "USA Interactive" and prior thereto, "USA Networks, Inc.") ("IAC" or
the "Company"). The Reports on Schedule 13D, as amended and supplemented,
originally filed with the Commission by (i) Universal Studios, Inc., a Delaware
corporation ("Universal") and Vivendi Universal Canada Inc. (formerly The
Seagram Company Ltd.), a Canadian corporation ("VU Canada"), on February 24,
1998 (the "Universal Schedule 13D"), and (ii) Vivendi Universal, S.A., a societe
anonyme organized under the laws of the Republic of France ("Vivendi Universal"
and, together with Universal and VU Canada, each, a "Reporting Person"), on
August 2, 2001 (the "Vivendi Schedule 13D"), are each hereby amended and
supplemented to include the information set forth herein. This Report on
Schedule 13D constitutes Amendment No. 17 to the Universal Schedule 13D and
Amendment No. 11 to the Vivendi Schedule 13D. The Universal Schedule 13D and the
Vivendi Schedule 13D (each, as amended) are collectively referred to as the
"Schedule 13D." Capitalized terms not defined herein have the meanings given to
such terms in the prior Reports on Schedule 13D referred to in this paragraph.
Information contained herein with respect to each Reporting Person
and its executive officers, directors and controlling persons is given solely by
such Reporting Person, and no other Reporting Person has responsibility for the
accuracy or completeness of information supplied by such other Reporting Person.
ITEM 4. Purpose of the Transaction
The information contained in Item 4 of this Schedule 13D is hereby
amended and supplemented by adding the following information:
On October 8, 2003, General Electric Company ("GE"), National
Broadcasting Company Holding, Inc., National Broadcasting Company, Inc. ("NBC"),
Universal Studios Holding III Corp. ("USH3") and Vivendi Universal entered into
a business combination agreement and related agreements providing for the
combination of NBC and Vivendi Universal Entertainment LLLP (the "Partnership")
to form a new company to be called NBC Universal. NBC Universal will be
80%-owned by GE and, subject to certain adjustments, 20%-owned by USH3, a
subsidiary of Vivendi Universal.
As a part of the proposed business combination, Vivendi Universal
will contribute its holdings of Universal securities to NBC Universal and, by
virtue of that contribution, NBC Universal will become the beneficial owner of
the securities of the Company held by Universal. Accordingly, the consummation
of the proposed transactions would result in a material change in the amount of
shares of Common Stock and Class B Common Stock owned by Vivendi Universal and
its affiliates.
2
Under agreements with the Company, Universal and its affiliates must
continue to hold the securities of the Company currently held by it and its
affiliates generally free of liens and in special purpose entities until
satisfaction of the put or call on the Class B preferred interests in the
Partnership (held by the Company), which can occur no earlier than May 2022. Mr.
Diller will continue to hold an irrevocable proxy on all such securities
pursuant to the Stockholders Agreement and the Letter Agreement, dated March 31,
2003, from Vivendi Universal and Universal.
Prior to the closing of the proposed business combination, Vivendi
Universal may commence negotiations with the Company to restructure the
preferred and common interests in the Partnership (collectively, "Partnership
Interests") held by the Company and, as part of such restructuring, all or any
portion of the shares of Common Stock and Class B Common Stock owned by Vivendi
Universal and its affiliates may be exchanged with the Company, or released and
sold, in consideration for the modification or elimination of all or part of the
Partnership Interests held by the Company. No obligation exists on the part of
Vivendi Universal or the Company to commence any negotiations or undertake any
restructuring involving Partnership Interests held by the Company or Company
securities owned by Vivendi Universal and its affiliates. There can be no
assurance that any such restructuring will be negotiated or consummated, or that
any Company securities owned by Vivendi Universal and its affiliates will be so
exchanged, or released and sold.
Depending on market conditions and other factors, and subject to any
restrictions contained in the agreements previously filed as exhibits to this
Schedule 13D, the Reporting Persons or their respective subsidiaries may
purchase additional shares of Common Stock in the open market or in private
transactions. Alternatively, depending on market conditions and other factors,
and subject to any restrictions contained in the agreements previously filed as
exhibits to this Schedule 13D, the Reporting Persons or their respective
subsidiaries may sell all or some of their shares of Common Stock.
Except as described herein or contained in the agreements previously
filed as exhibits to this Schedule 13D, neither any Reporting Person nor, to the
best of their knowledge, any of their respective directors or officers has plans
or proposals that relate to or would result in any of the actions set forth in
clauses (a) through (j) of Item 4.
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SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.
Dated: November 4, 2003
UNIVERSAL STUDIOS, INC.
By: /s/ Karen Randall
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Name: Karen Randall
Title: Executive Vice President and
General Counsel
VIVENDI UNIVERSAL CANADA INC.
By: /s/ George E. Bushnell III
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Name: George E. Bushnell III
Title:Secretary
VIVENDI UNIVERSAL, S.A.
By: /s/ George E. Bushnell III
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Name: George E. Bushnell III
Title: Vice President
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