AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2003
REGISTRATION NO. 333-105095
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
USA INTERACTIVE
(Exact name of Registrant as specified in its charter)
DELAWARE 59-2712887
(State or other (I.R.S.
jurisdiction of Employer
incorporation Identification
or organization) Number)
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 314-7300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JULIUS GENACHOWSKI
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
USA INTERACTIVE
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 314-7300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
-----------------------
WITH A COPY TO:
PAMELA S. SEYMON
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York
10019-6150
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|
-----------------------
CALCULATION OF REGISTRATION FEE CHART
============================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) REGISTERED SECURITY PRICE FEE
----------------------------------------------------------------------------
Common Stock, $0.01 par
value................... 4,400,000 N/A $148,412,000(2) $12,007(3)(4)
============================================================================
(1)This registration statement relates to the resale by the selling
stockholders of up to 4,400,000 shares of common stock, par value $.01 per
share, of the Registrant ("USA common stock") issuable upon the exercise of
options to acquire USA common stock granted pursuant to the Stock Option
Agreement, dated as of February 18, 2000, by and between the Registrant and
Dr. Georg Kofler (the "Agreement"). This registration statement also relates
to the resale of an indeterminable number of additional shares of USA common
stock that may be issuable pursuant to the anti-dilution provisions of the
Agreement.
(2)Calculated solely for purposes of calculating the registration fee pursuant
to Section 457(c) of the Securities Act of 1933, as amended (the "Securities
Act"), based on $33.73, the average of the high and low prices of USA common
stock quoted on the Nasdaq National Market on May 21, 2003.
(3)Calculated by multiplying 0.00008090 by the proposed maximum aggregate
offering price.
(4)The total registration fee due in connection with this filing is $12,007. On
May 8, 2003, a filing fee of $8,042 was paid in connection with the filing of
the initial Form S-3 with the SEC. Accordingly, the fee payable upon filing
of this registration statement is $3,965.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===============================================================================
PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 27, 2003
[USA INTERACTIVE LOGO]
4,400,000 SHARES OF USA COMMON STOCK
This prospectus relates to the resale by the selling stockholders named in
this prospectus of up to 4,400,000 shares of common stock, par value $0.01 per
share, of USA Interactive, or USA, to be issued upon the exercise of options
granted by USA to Dr. Georg Kofler under a stock option agreement, dated as of
February 18, 2000, between USA and Dr. Kofler. This prospectus also relates to
the resale of an indeterminable number of additional shares of USA common stock
that may become issuable under the anti-dilution provisions of the stock option
agreement. Throughout this prospectus, we refer to the options granted under the
stock option agreement as the "Options" and the shares of USA common stock
offered by this prospectus as the "Shares."
USA will not receive any proceeds from the sale of the Shares. Other than as
described in this prospectus, USA does not know whether or when holders of the
Options may exercise their Options for the Shares. After registration, the
selling stockholders may sell the Shares issued upon exercise of the Options
directly to purchasers. Alternatively, the selling stockholders may offer the
Shares through dealers or agents on terms to be determined at the time of the
sale. See "PLAN OF DISTRIBUTION."
USA common stock is quoted on the Nasdaq National Market under the symbol
"USAI." On May , 2003, the last reported sale price of USA common stock prior
to printing of this prospectus was $ per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 TO READ ABOUT FACTORS YOU SHOULD
CONSIDER IN CONNECTION WITH PURCHASING USA COMMON STOCK.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE ILLEGAL.
The date of this prospectus is May , 2003
USA Interactive.152 West 57th Street, New York, New York 10019. 212.314.7300
[Red herring appears on left side of this page and states: THE INFORMATION IN
THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE SUCH OFFER AND SALE IS NOT PERMITTED.]
ABOUT THIS PROSPECTUS
USA has filed with the Securities and Exchange Commission, or SEC, a
registration statement, of which this prospectus forms a part, with respect to
the resale of the Shares from time to time under Rule 415 under the Securities
Act.
This prospectus provides you with a general description of the Shares being
offered. The section "Plan of Distribution" on page 7 provides a description of
the sale of the securities. To the extent required, the number of Shares to be
sold, the purchase price, the public offering price, the names of any agent or
dealer and any applicable commission or discount with respect to a particular
sale will be set forth in an accompanying prospectus supplement. A prospectus
supplement also may update or change information contained in the basic
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described in the section "WHERE YOU CAN
FIND MORE INFORMATION."
You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information USA incorporates into this
document by reference. USA has not authorized anyone to provide you with
different information. Information contained on USA's website at
www.usainteractive.com is not part of this prospectus. The offering of the
securities covered by this prospectus shall not constitute an offer in any state
where the offer is not permitted. You should not assume that the information in
this prospectus, or any supplement to this prospectus, is accurate at any date
other than the date indicated on the cover page of these documents.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This prospectus and the SEC filings that are incorporated by reference into
this prospectus contain "forward-looking statements" within the meaning of the
securities laws. These forward-looking statements include, but are not limited
to, statements relating to USA's industry, plans, objectives, expectations,
intentions, assumptions, anticipated financial performance, business prospects,
other statements contained in this prospectus that are not historical facts
and/or statements preceded by, followed by or that include the words the words
"believes," "could," "expects," "anticipates," "estimates," "intend," "plans,"
"projects," "seeks," or similar expressions. USA has based these forward-looking
statements on its current expectations and projections about future events,
based on the information currently available to USA. For those statements, USA
claims the protection of the safe harbors for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks, uncertainties and assumptions,
including those described in the section "RISK FACTORS," that may affect the
operations, performance, development and results of USA's business. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date stated, or if no date is stated, as of the date of
this prospectus.
You should understand that the following important factors, in addition to
those discussed in the documents incorporated in this prospectus by reference,
could affect USA's future results and could cause those results to differ
materially from those expressed in such forward-looking statements:
o Material adverse changes in economic conditions generally, or in such
conditions affecting USA's markets or industries;
o Future regulatory and legislative actions and conditions affecting USA's
operating areas;
o Competition from others;
o Successful integration of USA's divisions' management structures;
o Product demand and market acceptance;
o The ability to protect proprietary information and technology or to obtain
necessary licenses on commercially reasonable terms;
o The ability to maintain the integrity of USA's systems and infrastructure;
o The ability to expand into and successfully operate in foreign markets;
o Obtaining and retaining key executives and employees;
o Acts of terrorism;
o War or political instability; and
o Other risks and uncertainties as may be detailed from time to time in
USA's public announcements and filings with the Securities and Exchange
Commission.
USA undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or any other
reason. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus may not occur.
WHERE YOU CAN FIND MORE INFORMATION
USA files annual, quarterly and current reports, proxy statements and other
information with the SEC under the Exchange Act. You may read and copy this
information at the SEC's public reference room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. USA's SEC filings are also available
to you free of charge at the SEC's website at www.sec.gov.
As allowed by SEC rules, this prospectus does not contain all the information
you can find in the registration statement or the exhibits to the registration
statement. The SEC allows us to "incorporate by reference" information into this
prospectus, which means that USA can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
Information that USA subsequently files with the SEC will automatically update
this prospectus. This prospectus incorporates by reference the documents set
forth below that USA has previously filed with the SEC. These documents contain
important information about USA and its financial condition.
1. Annual Report on Form 10-K for the year ended December 31, 2002, filed on
March 31, 2003.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed
on May 15, 2003.
3. Definitive proxy statement filed on April 30, 2003.
4. Current Reports on Form 8-K and amendments thereto filed on January 21,
2003, February 7, 2003, February 12, 2003, February 26, 2003, March 19,
2003, March 25, 2003, March 26, 2003, April 9, 2003, April 10, 2003, April
15, 2003, May 2, 2003 and May 5, 2003 (in each case other than information
furnished under Regulation FD).
5. Amendment No. 1 to Registration Statement on Form S-4 (file no.
333-105014) filed on May 21, 2003 (only with respect to pro forma
financial statement information and the description of capital stock
contained therein).
All documents filed by USA with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering are incorporated by reference into this prospectus.
You may request free copies of these filings by writing or telephoning us at
the following address:
USA Interactive
152 West 57th Street
New York, New York 10019
(212) 314-7300
Attention: Corporate Secretary
Information contained on USA's website is not part of this prospectus. You
should rely only on the information contained in this prospectus. USA has not
authorized anyone to provide you with information different from that contained
in this prospectus. The information contained in this prospectus is accurate
only as of the date of this prospectus and, with respect to material
incorporated herein by reference, the dates of such referenced material.
2
USA INTERACTIVE
USA (Nasdaq: USAI) engages worldwide in the business of interactivity via
the Internet, the television and the telephone. USA's multiple brands are
organized across three areas: Electronic Retailing, Information & Services
and Travel Services. Electronic Retailing is comprised of HSN, America's
Store, HSN.com, and Home Shopping Europe and Euvia in Germany. Information &
Services includes Ticketmaster, Match.com, uDate, Citysearch, Entertainment
Publications, Evite, and Precision Response Corporation. Travel Services
consists of Expedia (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM), Interval
International, TV Travel Group and USA's forthcoming U.S. cable travel
network.
USA is incorporated under the laws of the State of Delaware. USA's executive
offices are located at 152 West 57th Street, New York, New York 10019 and USA's
telephone number is (212) 314-7300.
THE OFFERING
NUMBER OF SHARES BEING OFFERED 4,400,000 (subject to
HEREBY adjustment as a result of the
anti-dilution provisions of
the stock option agreement)
USA COMMON STOCK AUTHORIZED As of the date of this
AND OUTSTANDING prospectus, USA is authorized
to issue up to 1,600,000,000 shares of USA
common stock. As of May 15, 2003, there were
457,515,258 shares of USA common stock
outstanding.
USE OF PROCEEDS USA will not receive any
proceeds from the sale of
Shares by the selling
stockholders
TRANSFER AGENT The Bank of New York
NASDAQ NATIONAL MARKET SYMBOL USAI
3
RISK FACTORS
AN INVESTMENT IN USA'S SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER THE FOLLOWING FACTORS CAREFULLY BEFORE DECIDING TO PURCHASE USA'S
SECURITIES. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO USA OR THAT USA CURRENTLY
DEEMS IMMATERIAL MAY ALSO IMPAIR ITS BUSINESS OPERATIONS.
USA DEPENDS ON ITS KEY PERSONNEL.
USA is dependent upon the continued contributions of its senior corporate
management, particularly Mr. Diller, the chairman and chief executive officer of
USA, and certain key employees for its future success. Mr. Diller does not have
an employment agreement with USA, although he has been granted options to
purchase a substantial number of shares of USA common stock.
If Mr. Diller no longer serves in his positions at USA, USA's business, as
well as the market price of USA common stock, could be substantially adversely
affected. USA cannot assure you that it will be able to retain the services of
Mr. Diller or any other members of its senior management or key employees.
USA IS CONTROLLED BY MR. DILLER AND IN HIS ABSENCE WILL BE CONTROLLED BY LIBERTY
MEDIA CORPORATION.
Subject to the terms of an amended and restated stockholders agreement, dated
as of December 16, 2001, among Universal Studios, Inc. ("Universal"), Liberty
Media Corporation ("Liberty"), Mr. Diller and Vivendi Universal, S.A.
("Vivendi"), Mr. Diller effectively controls the outcome of all matters
submitted to a vote or for the consent of USA's stockholders (other than with
respect to the election by the holders of USA common stock of 25% of the members
of USA's board of directors (rounded up to the nearest whole number) and matters
as to which a separate class vote of the holders of USA common stock or USA
preferred stock is required under Delaware law).
In addition, under an amended and restated governance agreement, dated as of
December 16, 2001, among USA, Vivendi, Universal, Liberty and Mr. Diller, each
of Mr. Diller and Liberty generally has the right to consent to limited matters
in the event that USA's ratio of total debt to EBITDA, as defined in the
governance agreement, equals or exceeds 4:1 over a continuous 12-month period.
USA cannot assure you that Mr. Diller and Liberty will consent to any such
matter at a time when USA is highly leveraged, in which case USA would not be
able to engage in such transaction or take such actions.
Upon Mr. Diller's permanent departure from USA, Liberty generally would be
able to control USA through its ownership of shares of USA Class B common stock.
USA'S SUCCESS DEPENDS ON MAINTAINING THE INTEGRITY OF ITS SYSTEMS AND
INFRASTRUCTURE.
A fundamental requirement for online commerce and communications is the
secure transmission of confidential information, such as credit card numbers or
other personal information, over public networks. USA's current security
measures may not be adequate and, if any compromise of USA's security were to
occur, it could have a detrimental effect on USA's reputation and adversely
affect its ability to attract customers. As USA's operations continue to grow in
both size and scope, USA will need to improve and upgrade its systems and
infrastructure. This may require USA to commit substantial financial,
operational and technical resources before the volume of business increases,
with no assurance that the volume of business will increase.
USA relies on its own affiliates' and third-party computer systems and
service providers to facilitate and process a portion of its transactions. Any
interruptions, outages or delays in these services, or a deterioration in their
performance, could impair USA's ability to process transactions for its
customers and the quality of service USA can offer to them. It is unlikely that
USA could make up for the level of orders lost in these circumstances by
increased phone orders.
SYSTEM INTERRUPTION AND THE LACK OF INTEGRATION AND REDUNDANCY IN USA'S
INFORMATION SYSTEMS MAY AFFECT ITS BUSINESS.
USA's subsidiaries rely on computer and other systems in order to provide
their services to customers. At times, USA subsidiaries may experience
occasional system interruptions that make some or all systems unavailable or
prevent the subsidiaries from efficiently fulfilling orders or providing
services to third parties. To prevent system interruptions, USA and its
subsidiaries continually add additional software and hardware and upgrade
systems and network infrastructure to accommodate both increased traffic on
websites and increased sales volume. Computer and communications systems of USA
and its subsidiaries could be damaged or interrupted by fire, flood, power loss,
telecommunications failure, break-ins, earthquakes, acts of war or terrorism,
acts of God, computer viruses, physical
4
or electronic break-ins and similar events or disruptions. Any of these events
could cause system interruption, delays and loss of critical data, and could
prevent USA subsidiaries from providing services to third parties. While USA and
its subsidiaries do have backup systems for certain aspects of operations, the
systems are not fully redundant and disaster recovery planning may not be
sufficient for all eventualities. In addition, USA and its subsidiaries may have
inadequate insurance coverage or insurance limits to compensate for losses from
a major interruption. If any of this were to occur, it could damage the
reputation of USA and its subsidiaries and be expensive to remedy.
DECLINES OR DISRUPTIONS IN THE INDUSTRIES IN WHICH USA OPERATES, SUCH AS THOSE
CAUSED BY TERRORISM, WAR OR GENERAL ECONOMIC DOWNTURNS, COULD HARM USA'S
BUSINESSES. IN ADDITION, A NEGATIVE FINANCIAL PERFORMANCE OF COMPANIES IN WHICH
USA IS THE MAJORITY STOCKHOLDER CAN HAVE A NEGATIVE AFFECT ON USA'S STOCK PRICE.
USA's businesses in general are sensitive to trends or events that are
outside of USA's control. For example, adverse trends or events, such as general
economic downturns, decreases in consumer spending, work stoppages and political
instability, may reduce the popularity and frequency of the events to which USA
sells tickets, reduce travel and may affect call center and other operations in
areas where these trends or events occur. The occurrence of any of these adverse
trends or events could significantly impact USA's businesses, results of
operations or financial condition. In addition, USA's stock price may be
adversely affected by negative reports of the results of operations or declines
in the stock price of companies in which USA is a major stockholder, regardless
of the affect these negative reports or stock price declines may have on USA's
business, financial condition, results of operations or cash flow.
Travel is highly sensitive to traveler safety concerns, and thus declines
after acts of terrorism that impact the perceived safety of travelers could
significantly impact USA's businesses, results of operations or financial
condition. In the aftermath of the terrorist attacks of September 11, 2001, for
example, the travel industry experienced a protracted decrease in demand for air
travel due to fears regarding additional acts of terrorism and increased costs
and reduced operations by airlines due, in part, to new security directives
adopted by the Federal Aviation Administration. USA cannot predict the future
scope and effects of these changes, which could significantly impact USA's
long-term results of operations or financial condition.
USA MAY EXPERIENCE OPERATIONAL AND FINANCIAL RISKS IN CONNECTION WITH ITS
ACQUISITIONS. IN ADDITION, SOME OF THE BUSINESSES USA ACQUIRES MAY INCUR
SIGNIFICANT LOSSES FROM OPERATIONS OR EXPERIENCE IMPAIRMENT OF CARRYING VALUE.
USA's future growth may be a function, in part, of acquisitions. To the
extent that USA grows through acquisitions, it will face the operational and
financial risks commonly encountered with that type of a strategy. USA would
also face operational risks, such as failing to assimilate the operations and
personnel of the acquired businesses, disrupting its ongoing business,
dissipating its limited management resources and impairing its relationships
with employees and customers of acquired businesses as a result of changes in
ownership and management. Some of USA's acquisitions may not be successful and
their performances may result in the impairment of their carrying value.
CHANGING LAWS AND REGULATIONS, AND LEGAL UNCERTAINTIES, REGARDING THE INTERNET
MAY IMPAIR USA'S GROWTH AND HARM ITS BUSINESSES.
A number of proposed laws and regulations regarding the Internet, including
with respect to consumer privacy, have been proposed or considered that could
impact USA's businesses. USA cannot predict whether any of these types of laws
or regulations will be enacted or amended and what effect, if any, such laws or
regulations would have on its businesses, financial condition or results of
operations. In addition, the application of various sales, use and other tax
provisions under state and local law to USA's historical and new products and
services sold via the Internet, television and telephone is subject to
interpretation by the applicable taxing authorities. USA believes it is
compliant with these tax provisions, but there can be no assurances that taxing
authorities will not take a contrary position or that such positions will not
have a material adverse effect on USA's businesses, financial condition and
results of operations.
USE OF PROCEEDS
All of the Shares being offered under this prospectus are being sold by the
selling stockholders. USA will not receive any proceeds from the sale of the
Shares by the selling stockholders.
5
SELLING STOCKHOLDERS
This prospectus relates to the resale from time to time under Rule 415 of the
Securities Act of up to 4,400,000 Shares to be issued upon the exercise of the
Options. The Options were granted under a stock option agreement, dated as of
February 18, 2000, between USA and Dr. Kofler and USA's 1999 Stock Option Plan,
and are subject to the terms and conditions of the stock option agreement and
the stock option plan. Subject to applicable law (including applicable federal
and state securities laws), the Options are freely transferable by the holders
of the Options by means of a written notice to USA identifying the transferee of
such Option, or by will or the laws of decent and distribution or pursuant to a
qualified domestic relations order.
As of the date of this prospectus, Options to purchase 3,300,000 Shares were
exercisable, and Options to purchase an additional 1,100,000 Shares will become
exercisable on February 18, 2004. The Options expire on February 18, 2010. This
prospectus also relates to an indeterminable number of additional shares of USA
common stock that may become issuable pursuant to the anti-dilution provisions
of the stock option agreement.
This prospectus covers the offer and sale by each selling stockholder named
herein of the number of Shares owned by the selling stockholder set forth below.
USA's registration of these Shares does not necessarily mean that the selling
stockholders will sell all of their Shares.
The following table sets forth (1) the names of each selling stockholder, (2)
the number of Shares beneficially owned by each selling stockholder and that
will be owned upon exercise of the Options as of May 27, 2003, (3) the number of
Shares that may be offered or sold by or on behalf of each selling stockholder
hereunder, (4) the amount and (if one percent or more) the percentage of shares
of USA common stock to be owned by each selling stockholder upon the completion
of the offering assuming all Shares offered by such selling stockholder are
sold, and (5) the nature of any position, office or other material relationship,
if any, that the selling stockholder has had with USA within the past three
years.
SHARES SHARES
BENEFICIALLY OWNED SHARES TO BENEFICIALLY
PRIOR TO THE BE OWNED AFTER THE
SELLING STOCKHOLDERS OFFERING SOLD OFFERING**
-------------------- -------- ---- --------
NUMBER PERCENT
------ -------
Dr. Georg Kofler *** 3,200,000 * 3,200,000 0
Dr. Bernard Heiss 1,200,000 * 1,200,000 0
-----------------
* Less than one percent (1%)
** Because the selling stockholders may sell all or a portion of the Shares
that are being offered pursuant to this prospectus, the number of shares
of USA common stock that will be owned by each selling stockholder upon
termination of this offering cannot be determined. However, for purposes
of this table, USA has assumed that the maximum number of Shares held by
the selling stockholders is sold. See "PLAN OF DISTRIBUTION."
***The Options were granted to Dr. Kofler on February 18, 2000 in
consideration of his entering into an employment arrangement with a German
affiliate of HSN. In July of 2000, Dr. Kofler was elected to the board of
directors of USA, from which he resigned in February of 2002. As of the
date of this prospectus, Dr. Kofler is neither an officer nor employee of
USA or any USA affiliate. Dr. Kofler has a current economic interest of
1.23% in the Italian home shopping business in which USA is a passive
minority partner and an expectation of an effective 3% interest in
USA-controlled Euvia.
The Shares are being registered to permit public secondary offering of the
Shares. The selling stockholders may offer the Shares for resale from time to
time under Rule 415 of the Securities Act. In addition, the selling stockholders
identified above may sell, transfer or otherwise dispose of all or a portion of
the Shares that they own in transactions exempt from the registration
requirements of the Securities Act. See "PLAN OF DISTRIBUTION."
6
PLAN OF DISTRIBUTION
GENERAL
The Shares may be offered from time to time by the selling stockholders for
resale through this prospectus in one or more transactions at fixed prices, at
market prices at the same time of sale, at varying prices determined at the time
of sale or at negotiated prices. The selling stockholders may offer their Shares
in one or more of the following transactions:
o to or through dealers or agents;
o directly by the selling stockholders;
o in brokerage transactions;
o on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale, including the
Nasdaq National Market;
o in the over-the-counter markets; or
o a combination of any of the above transactions or by any other legally
available means.
The selling stockholders will act independently of USA in making decisions
with respect to the timing, manner and size of each sale. Shares covered by this
prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may
also be sold under Rule 144 and do not qualify for sale pursuant to this
prospectus. The selling stockholders may not use the registration statement of
which this prospectus is a part for purposes of an underwritten offering.
In order to comply with securities laws in certain jurisdictions, the Shares
being offered under this prospectus will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions, the securities offered hereby may not be
offered or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and is complied with.
This registration statement will terminate upon the earlier of the resale of
the Shares offered under this prospectus or the qualification of the Shares for
transfer under Rule 144 of the Securities Act.
PROCEEDS, COMMISSIONS AND EXPENSES
USA will not receive any proceeds from the sale of Shares by the selling
stockholders.
USA will pay any printing costs, SEC filing fees and other fees,
disbursements and out-of-pocket expenses and costs incurred by us in connection
with the preparation of the registration statement of which this prospectus is a
part and in complying with all applicable securities and blue sky laws. The
selling stockholders will pay all discounts and selling commissions (if any)
applicable to the sale of their Shares. The selling stockholders will pay for
the fees and expenses of their counsel, as well as all applicable stock transfer
taxes.
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
NASDAQ LISTING STATUS
USA common stock is currently listed on the Nasdaq National Market under the
symbol "USAI."
CERTAIN MATERIAL UNITED STATES
FEDERAL TAX CONSEQUENCES
The following is a general discussion of certain material United States
federal income and estate tax consequences of the ownership and disposition of
USA common stock. This discussion is based on current law, which is subject to
change, possibly with retroactive effect, or different interpretations. This
discussion is limited to holders who hold USA common stock as capital assets.
Moreover, this discussion is for general information only and does not address
all the tax consequences that may be relevant in light of your particular
circumstances, nor
7
does it discuss special tax provisions which may apply if you have relinquished
United States citizenship or residence.
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT A TAX ADVISOR WITH RESPECT
TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF USA COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE
UNDER STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.
As used herein, a "United States person" is
o an individual who is a citizen or resident of the United States;
o a corporation created or organized in the United States or under the laws
of the United States or of any state;
o an estate the income of which is includible in gross income for United
States federal income taxation regardless of its source;
o a trust if a court in the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of
the trust; or
o any person otherwise subject to United States federal income tax on a net
income basis in respect of its worldwide taxable income.
A "U.S. Holder" is a beneficial owner of USA common stock who is a United
States person. A "Non-U.S. Holder" is a beneficial owner that is not a U.S.
Holder. If a partnership (including for this purpose any entity treated as a
partnership for United States federal tax purposes) is a beneficial owner of USA
common stock, the treatment of a partner in the partnership will generally
depend upon the status of the partner and upon the activities of the
partnership. The partnership and partners in such partnership should consult
their tax advisors about the United States federal income tax consequences of
owning and disposing of USA common stock.
TAXATION OF U.S. HOLDERS
This section describes the tax consequences to a U.S. Holder. If you are
not a U.S. Holder, this section does not apply to you.
DISTRIBUTIONS. The amount of any distribution USA makes in respect of its
common stock will be equal to the amount of cash and the fair market value, on
the date of distribution, of any property distributed. In general, distributions
on USA common stock will constitute dividend income, taxable at ordinary income
rates, to the extent of USA's current or accumulated earnings and profits. Any
excess will be treated as non-taxable return of capital to the extent of the
holder's basis in the common stock, and thereafter as capital gain.
SALES OR EXCHANGES. On the sale, exchange or other disposition of shares of
USA common stock (other than a redemption of the common stock, discussed below),
holders will generally recognize capital gain or loss equal to the difference
between the amount of cash and the fair market value of any property received
upon the sale, exchange or other disposition and the adjusted tax basis in the
stock sold, exchanged or disposed of. This gain or loss will be long-term
capital gain or loss if at the time of the sale, exchange or disposition the
holder has held the stock sold, exchanged or disposed of for more than one year.
The deductibility of capital losses is subject to limitations.
DIVIDENDS TO CORPORATE SHAREHOLDERS. In general, a distribution on the USA
common stock that is taxable as a dividend and that is made to a corporate
shareholder will qualify for the 70% corporate dividends-received deduction
under the Internal Revenue Code. However, a dividend that arises upon a
redemption of common stock will generally constitute an "extraordinary dividend"
under Section 1059 of the Internal Revenue Code. In addition, actual or
constructive dividends on common stock that are declared, announced or agreed to
within two years of the holder's acquisition of the stock may also constitute
"extraordinary dividends." If the extraordinary dividend rules apply, the
corporate shareholder may lose some or all of the benefits of the
dividends-received deduction. Furthermore, there are many exceptions and
restrictions relating to the availability of the dividends-received deduction.
Consequently, corporate shareholders should consult their own tax advisors
regarding the extent, if any, that the dividends-received deduction is available
to them and the extent to which the extraordinary dividend rules may apply.
8
REDEMPTION OF USA COMMON STOCK. A redemption of USA common stock generally
would be a taxable event and would be treated as if the holder sold the common
stock if the redemption:
o results in a "complete termination" of the holder's interest in USA stock;
o is "substantially disproportionate" (i.e., after the redemption, the
percentage of all USA's outstanding voting stock that is owned by the
holder is less than 80% of the percentage of all of USA's outstanding
voting stock (and the percentage of all of USA's outstanding common stock
that is owned by the holder is less than 80% of the percentage of all of
USA's outstanding common stock) that was owned by the holder immediately
before the redemption); or
o is "not essentially equivalent to a dividend" (i.e., the redemption must
meaningfully reduce the holder's proportionate interest in USA based on
the holder's particular circumstance; the Internal Revenue Service or the
IRS has indicated that this test is satisfied by even a small reduction in
the percentage interest of a shareholder whose relative stock interest in
a publicly held corporation is minimal and who exercises no control over
corporate affairs).
In determining whether any of these tests has been met, holders must take
into account the shares of stock actually owned and the shares of stock
constructively owned by reason of certain constructive ownership rules set forth
in Section 318 of the Internal Revenue Code.
If stock is redeemed in a redemption that meets one of the tests described
above, the holder generally would recognize taxable gain or loss equal to the
difference between the amount of cash and the fair market value of property
received and the holder's tax basis in the stock redeemed. This gain or loss
would be long-term capital gain or capital loss if the stock were held for more
than one year.
If a redemption does not meet any of the tests described above, the entire
amount of the cash and the fair market value of property received generally
would be taxed as a dividend as explained above under "Distributions." If a
redemption is treated as a distribution that is taxable as a dividend, the
holder's basis in the redeemed stock would generally be transferred to the
holder's remaining shares of USA stock, if any.
INFORMATION REPORTING AND BACKUP WITHHOLDING. Information reporting will
generally apply to dividends received on USA common stock and to the proceeds
received on the sale or disposition of such stock by a U.S. Holder who is not an
exempt recipient. Generally, individuals are not exempt recipients, whereas
corporations are exempt recipients. Backup withholding will apply only if the
U.S. Holder is not an exempt recipient and:
o fails to furnish its Taxpayer Identification Number or the TIN which, in
the case of an individual, is his or her Social Security Number;
o furnishes an incorrect TIN;
o in the case of dividends, is notified by the IRS that it has failed to
properly report payments of interest or dividends; or
o fails to certify, under penalty of perjury, that it has furnished a
correct TIN, has not been notified by the IRS that it is subject to backup
withholding (or has since been notified by the IRS that it is no longer
subject to backup withholding) and is a U.S. person (including a U.S.
resident alien).
U.S. Holders should consult their tax advisors regarding their qualification
for exemption from backup withholding and the procedure for demonstrating such
an exemption if applicable.
The amount of any backup withholding from a payment to a U.S. Holder is not
an additional tax and is allowable as a credit against the U.S. Holder's United
States federal income tax liability, if any, or may be claimed as a refund,
provided that the required information is furnished to the IRS.
TAXATION OF NON-U.S. HOLDERS
This section describes the tax consequences to a Non-U.S. Holder. If you
are a U.S. Holder, see the above discussion under "--Taxation of U.S.
Holders."
DIVIDENDS. If dividends are paid, Non-U.S. Holders will be subject to
withholding of United States federal income tax at a 30% rate or a lower rate as
may be specified by an applicable income tax treaty. To claim the benefit of a
lower rate under an income tax treaty, Non-U.S. Holders must properly file with
the payor an IRS Form W-
9
8BEN, or successor form, claiming an exemption from or reduction in withholding
under the applicable tax treaty. In addition, where dividends are paid or deemed
paid to a Non-U.S. Holder that is a partnership or other pass through entity,
persons holding an interest in the entity may need to provide certification
claiming an exemption from or reduction in withholding under the applicable
treaty.
If actual or deemed dividends are considered effectively connected with the
conduct of a trade or business within the United States and, where a tax treaty
applies, are attributable to a United States permanent establishment, those
dividends will not be subject to withholding tax, but instead will be subject to
United States federal income tax on a net basis at applicable graduated
individual or corporate rates, provided an IRS Form W-8ECI, or successor form,
is filed with the payor. In the case of a foreign corporation, any effectively
connected dividends may, under certain circumstances, be subject to an
additional "branch profits tax" at a rate of 30% or a lower rate as may be
specified by an applicable income tax treaty.
Non-U.S. Holders must comply with the certification procedures described
above, or, in the case of payments made outside the United States with respect
to an offshore account, certain documentary evidence procedures, directly or
under certain circumstances through an intermediary, to obtain the benefits of a
reduced rate under an income tax treaty with respect to dividends paid or deemed
paid with respect to USA common stock. In addition, if a Non-U.S. Holder is
required to provide an IRS Form W-8ECI or successor form, as discussed above,
the Non-U.S. Holder must also provide its tax identification number.
Non-U.S. Holders that are eligible for a reduced rate of United States
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the IRS.
GAIN ON DISPOSITION OF USA COMMON STOCK. Non-U.S. Holders generally will not
be subject to United States federal income tax on any gain realized on the sale
or other disposition of USA common stock unless:
o the gain is considered effectively connected with the conduct of a trade
or business within the United States and, where a tax treaty applies, is
attributable to a United States permanent establishment (and, in which
case, if the holder is a foreign corporation, may be subject to an
additional "branch profits tax" equal to 30% or a lower rate as may be
specified by an applicable income tax treaty);
o the holder is an individual who holds the USA common stock as a capital
asset and is present in the United States for 183 or more days in the
taxable year of the sale or other disposition and other conditions are
met; or
o USA is or has been a "United States real property holding corporation," or
a USRPHC, for United States federal income tax purposes. USA believes that
it is not currently, and is not likely to become, a USRPHC. If USA was to
become a USRPHC, then gain on the sale or other disposition of USA common
stock generally would not be subject to United States federal income tax
provided:
o USA common stock were "regularly traded" on an established securities
market; and
o the holder did not actually or constructively own more than 5% of the USA
common stock during the shorter of the five-year period preceding the
disposition or the holder's holding period.
FEDERAL ESTATE TAX. In the case of an individual, USA common stock held at
the time of death will be included in the individual's gross estate for United
States federal estate tax purposes, and may be subject to United States federal
estate tax, unless an applicable estate tax treaty provides otherwise.
INFORMATION REPORTING AND BACKUP WITHHOLDING. USA must report annually to the
IRS and to each holder the amount of dividends paid or deemed paid and the tax
withheld with respect to those dividends, regardless of whether withholding was
required. Copies of the information returns reporting those dividends and
withholding may also be made available to the tax authorities in the country in
which a Non-U.S. Holder resides under the provisions of an applicable income tax
treaty or other applicable agreements.
Backup withholding is generally imposed on certain payments to persons that
fail to furnish the necessary identifying information to the payor. Generally
Non-U.S. Holders will be subject to backup withholding with respect to dividends
paid on USA common stock unless they certify their status as Non-U.S. Holders.
The payment of proceeds of a sale of USA common stock effected by or through
a United States office of a broker will be subject to both backup withholding
and information reporting unless the holder provides the payor with the holder's
name and address and certifies its Non-U.S. Holder status or otherwise
establishes an exemption. In
10
general, backup withholding and information reporting will not apply to the
payment of the proceeds of a sale of USA common stock by or through a foreign
office of a broker. If, however, such broker is, for United States federal
income tax purposes, a United States person, a controlled foreign corporation, a
foreign person that derives 50% or more of its gross income for certain periods
from the conduct of a trade or business in the United States, or, a foreign
partnership that at any time during its tax year either is engaged in the
conduct of a trade or business in the United States or has as partners one or
more United States persons that, in the aggregate, hold more than 50% of the
income or capital interest in the partnership, such payments will be subject to
information reporting, but not backup withholding, unless such broker has
documentary evidence in its records that the holder is a Non-U.S. Holder and
certain other conditions are met or the holder otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules generally will be
allowed as a refund or a credit against the holder's United States federal
income tax liability provided the required information is furnished in a timely
manner to the IRS.
LEGAL MATTERS
The validity of the Shares offered by this prospectus is being passed upon
for us by David Ellen, Deputy General Counsel of USA.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of USA Interactive at December 31, 2002 and 2001, and for each of the
three years in the period ended December 31, 2002, incorporated into this
prospectus by reference to USA's Annual Report on Form 10-K for the year ended
December 31, 2002, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report, which is incorporated herein by reference, and has
been incorporated in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
broker-dealer discounts and commissions, expected to be incurred in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fee.
ITEM AMOUNT
---- ------
SEC Registration Fee..................................... $12,007
Printing Fees and Expenses............................... 1,000
Legal Fees and Expenses.................................. 20,000
Accounting Fees and Expenses............................. 5,000
Miscellaneous............................................ 2,000
-----
Total................................................. $40,007
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation, as amended, limits,
to the maximum extent permitted by Delaware law, the personal liability of
directors for monetary damages for breach of their fiduciary duties as a
director. The Registrant's Amended and Restated By-Laws provide that the
directors and officers (and legal representatives of such directors and
officers) will be indemnified to the fullest extent authorized by the Delaware
General Corporation Law with respect to third-party actions, suits,
investigations or proceedings provided that any such person has met the
applicable standard of conduct set forth in the Delaware General Corporation Law
described below. The Registrant's Amended and Restated By-Laws further provide
that directors and officers (and legal representatives of such directors and
officers) will be indemnified with respect to actions or suits initiated by such
person only if such action was first approved by the board of directors. The
Registrant's Amended and Restated By-Laws allow the Registrant to pay all
expenses incurred by a director or officer (or legal representatives of such
directors or officers) in defending any proceeding in which the scope of the
indemnification provisions as such expenses are incurred in advance of its final
disposition, upon an undertaking by such party to repay such expenses, if it is
ultimately determined that such party was not entitled to indemnity by the
Registrant. From time to time, officers and directors may be provided with
indemnification agreements that are consistent with the foregoing provisions.
The Registrant has policies of directors' and officers' liability insurance
which insure directors and officers against the costs of defense, settlement
and/or payment of judgment under certain circumstances. The Registrant believes
that these agreements and arrangements are necessary to attract and retain
qualified persons as directors and officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent who was or is a
party, or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he was a director, officer, employee or agent of the corporation or was
serving at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
II-1
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement:
EXHIBIT DESCRIPTION
NO.
--------------------------------------------------------------------------------
4.1 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation, Barry
Diller and Vivendi Universal, S.A. (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 8-K filed on December 18, 2001).
5.1 Opinion of counsel regarding the legality of the securities
being issued.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit 5.1).
24 Powers of Attorney.*
-------------------
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
this registration statement or any material change to such information in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the Securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 23, 2003.
USA INTERACTIVE
By: DARA KHOSROWSHAHI
---------------------------------
Dara Khosrowshahi
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated as of May 23, 2003.
SIGNATURE TITLE
--------- -----
BARRY DILLER* Chairman of the Board, Chief
-------------------------------- Executive Officer and
Barry Diller Director
VICTOR A. KAUFMAN* Vice Chairman and Director
--------------------------------
Victor A. Kaufman
WILLIAM J. SEVERANCE* Vice President and Controller
-------------------------------- (Chief Accounting Officer)
William J. Severance
DARA KHOSROWSHAHI Executive Vice President and
-------------------------------- Chief Financial Officer
Dara Khosrowshahi
RICHARD N. BARTON* Director
--------------------------------
Richard N. Barton
ROBERT R. BENNETT* Director
--------------------------------
Robert R. Bennett
EDGAR BRONFMAN, JR. * DIRECTOR
--------------------------------
Edgar Bronfman, Jr.
ANNE M. BUSQUET* Director
--------------------------------
Anne M. Busquet
JEAN-RENE-FOURTOU* Director
--------------------------------
Jean-Rene-Fourtou
DONALD R. KEOUGH* Director
--------------------------------
Donald R. Keough
MARIE-JOSEE KRAVIS * Director
--------------------------------
Marie-Josee Kravis
JOHN C. MALONE* Director
--------------------------------
John C. Malone
II-3
GEN. H. NORMAN SCHWARZKOPF* Director
--------------------------------
Gen. H. Norman Schwarzkopf
ALAN SPOON* Director
--------------------------------
Alan Spoon
DIANE VON FURSTENBERG* Director
--------------------------------
Diane Von Furstenberg
* By: /S/ DARA KHOSROWSHAHI
---------------------
Dara Khosrowshahi
ATTORNEY-IN-FACT
II-4
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NO.
--------------------------------------------------------------------------------
4.1 Amended and Restated Governance Agreement, dated as of December 16,
2001, among Universal Studios, Inc., Liberty Media Corporation, Barry
Diller and Vivendi Universal, S.A. (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 8-K filed on December 18, 2001).
5.1 Opinion of counsel regarding the legality of the securities
being issued.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit 5.1).
24 Powers of Attorney.*
-------------------
* Previously filed