Disclaimer
The SEC Filings on this page are provided by EDGAR (www.sec.gov), the Electronic Data Gathering, Analysis, and Retrieval System of the U.S. Securities and Exchange Commission (SEC). EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. The information here is provided for your convenience only. Comcast has no control over the information provided by EDGAR and cannot guarantee the sequence, accuracy, or completeness of any information or data displayed through EDGAR. Accordingly, Comcast does not accept any responsibility for the content or use of any information obtained through EDGAR.
Consult Your Tax Advisor
The information in this document represents our understanding of federal income tax laws and regulations, but does not constitute personal tax advice based on your specific situation. It does not purport to be complete or to describe the consequences that may apply to you given your particular taxes. You should consult your own tax advisor regarding the applicability of any state, local and foreign tax laws.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
InterActiveCorp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45840Q 10 1
(CUSIP Number)
May 11, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosure provided in a prior cover page.
The information required in 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
the section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1. Name of Reporting Person I.R.S. Identification Nos. of above persons
(entities only)
Universal Studios, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reportng 0
Person
6. Shared Voting Power
56,611,308
7. Sole Dispositive Power
0
8. Shared Dispositive Power
56,611,308
9. Aggregate Amount Beneficially Owned by Each Reporting Person
56,611,308
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
8% (Assumes conversion of all shares of Class B common stock beneficially
owned by the reporting person into shares of common stock. Because each share of
Class B common stock is entitled to ten votes per share and each share of common
stock is entitled to one vote per share, the reporting person may be deemed to
beneficially own equity securities of the Issuer representing approximately 14%
of the voting power of the Issuer.)
12. Type of Reporting Person
CO
1. Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
NBCU Acquisition Sub, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reportng 0
Person
6. Shared Voting Power
56,611,308
7. Sole Dispositive Power
0
8. Shared Dispositive Power
56,611,308
9. Aggregate Amount Beneficially Owned by Each Reporting Person
56,611,308
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
8% (Assumes conversion of all shares of Class B common stock beneficially
owned by the reporting person into shares of common stock. Because each share of
Class B common stock is entitled to ten votes per share and each share of common
stock is entitled to one vote per share, the reporting person may be deemed to
beneficially own equity securities of the Issuer representing approximately 14%
of the voting power of the Issuer.)
12. Type of Reporting Person
CO
1. Name of Reporting Person I.R.S. Identification Nos. of above persons
(entities only)
NBC Universal, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware.
Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reporting 0
Person
6. Shared Voting Power
56,611,308
7. Sole Dispositive Power
0
8. Shared Dispositive Power
56,611,308
9. Aggregate Amount Beneficially Owned by Each Reporting Person
56,611,308
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
8% (Assumes conversion of all shares of Class B common stock beneficially
owned by the reporting person into shares of common stock. Because each
share of Class B common stock is entitled to ten votes per share and each
share of common stock is entitled to one vote per share, the reporting
person may be deemed to beneficially own equity securities of the Issuer
representing approximately 14% of the voting power of the Issuer.)
12. Type of Reporting Person
CO
1. Name of Reporting Person I.R.S. Identification Nos. of above persons
(entities only)
National Broadcasting Company Holding, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reporting 0
Person
6. Shared Voting Power
Disclaimed (See Item 4 below.)
7. Sole Dispositive Power
0
8. Shared Dispositive Power
Disclaimed (See Item 4 below.)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed (See Item 4 below.)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
Not applicable.
12. Type of Reporting Person
CO
1. Name of Reporting Person I.R.S. Identification Nos. of above persons
(entities only)
General Electric Company
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reporting 0
Person
6. Shared Voting Power
Disclaimed (See Item 4 below.)
7. Sole Dispositive Power
0
8. Shared Dispositive Power
Disclaimed (See Item 4 below.)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed (See Item 4 below.)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
Not applicable.
12. Type of Reporting Person
CO
Item 1(a) Name of Issuer:
InterActiveCorp
Item 1(b) Address of Issuer's Principal Executive Offices:
152 West 57th Street
New York, NY 10019
Item 2(a) Name of Person Filing:
Universal Studios, Inc.
NBCU Acquisition Sub, Inc.
NBC Universal, Inc.
National Broadcasting Company Holding, Inc.
General Electric Company.
Item 2(b) Address of Principal Business Office:
Universal Studios, Inc.
100 Universal City Plaza
Universal City, CA 91608
NBCU Acquisition Sub, Inc.
NBC Universal, Inc.
National Broadcasting Company Holding, Inc.
30 Rockefeller Plaza
New York, NY 10112
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
Item 2(c) Citizenship:
Each of Universal Studios, Inc., NBCU Acquisition Sub, Inc., NBC Universal
and National Broadcasting Company Holding, Inc. is a corporation formed under
the laws of the State of Delaware. General Electric Company is a corporation
formed under the laws of the State of New York.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
45840Q 10 1
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership (a) through (c)
The information in items 1 and 5 through 11 on the cover pages to this
Schedule 13G is hereby incorporated by reference.
V-USA Holding LLC ("V-USA") is the direct and legal owner of 25,000,000
shares of common stock of the Issuer. USI-USA Holding LLC ("USI-USA") is the
direct and legal owner of 3,341,308 shares of common stock of the Issuer and
670,000 shares of Class B common stock of the Issuer. USIE-USA Holding LLC
("USIE-USA") is the direct and legal owner of 600,000 shares of common stock of
the Issuer. Sub I - USA Holding LLC ("Sub I - USA" and together with V-USA,
USI-USA and USIE-USA, the "SPEs") is the direct and legal owner of 14,240,000
shares of common stock of the Issuer and 12,760,000 shares of Class B common
stock of the issuer. Universal Studios, Inc. ("USI") is the sole equity member
of V-USA and USI-USA. USI Entertainment Inc. ("USIE") is the sole equity member
of USIE-USA and Sub I - USA. USI controls USIE through its ownership of 91.41%
of USIE's outstanding common stock.
Because USI, directly or indirectly, has or shares the power to direct
the voting and disposition of the shares of the Issuer held by the SPEs, USI is
a beneficial owner of such shares. USI is a wholly-owned subsidiary of NBCU
Acquisition Sub, Inc. ("Acquisition Sub"), which in turn is a wholly-owned
subsidiary of NBC Universal, Inc. ("NBCU"), and therefore Acquisition Sub and
NBCU may be deemed to also be beneficial owners of the shares of the Issuer held
by the SPEs.
National Broadcasting Company Holding, Inc. ("NBCH") owns 80% of the
outstanding capital stock of NBCU, and NBCH is itself a wholly-owned subsidiary
of General Electric Company ("GE"). As a result, each of NBCH and GE may also be
deemed to be a beneficial owner of the shares of the Issuer held by the SPEs.
Each of NBCH and GE disclaim beneficial ownership of all such shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ]:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Universal Studios Holding III Corp. has certain rights with respect to
dividends paid on the shares of the Issuer held by the SPEs.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as participant in any transaction having that purpose or effect.
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.
Date: May 21, 2004
UNIVERSAL STUDIOS, INC.
By: /s/ Karen Randall
---------------------------------------
Karen Randall
Executive Vice President and General Counsel
NBCU ACQUISITION SUB, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
NBC UNIVERSAL, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
GENERAL ELECTRIC COMPANY
By: /s/ Michael R. McAlevey
-------------------------------
Michael R. McAlevey
Chief Corporate and Securities Counsel
and Associate Secretary
Exhibit A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13G and any amendments thereto to which this exhibit is attached is filed on
behalf of each of them.
Date: May 21, 2004
UNIVERSAL STUDIOS, INC.
By: /s/ Karen Randall
---------------------------------------
Karen Randall
Executive Vice President and General Counsel
NBCU ACQUISITION SUB, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
NBC UNIVERSAL, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Elizabeth A. Newell
---------------------------------------
Elizabeth A. Newell
Assistant Secretary
GENERAL ELECTRIC COMPANY
By: /s/ Michael R. McAlevey
-------------------------------
Michael R. McAlevey
Chief Corporate and Securities Counsel
and Associate Secretary