Filed by USA Interactive
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Hotels.com
Commission File No. 0-29575
*SEE IMPORTANT DISCLOSURES AT END OF RELEASE
[GRAPHIC OMITTED]
USA INTERACTIVE ANSWERS QUESTIONS REGARDING
ANNOUNCEMENT OF INTENT TO COMMENCE EXCHANGE OFFERS WITH
THREE OF ITS PUBLIC SUBSIDIARIES
NEW YORK, NY - June 5, 2002 - USA Interactive (Nasdaq: USAI) today released the
following:
Since announcing our intention to commence simultaneous exchange offers for
Expedia, Inc. (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM) and Ticketmaster
(Nasdaq: TMCS), we have received a number of questions. In order to be in a
position to address these questions with all of our investors, and in order to
comply with SEC rules, we are publicly releasing our responses:
Q. WHEN WILL USA COMMENCE ITS EXCHANGE OFFERS?
A. Although we had anticipated commencing exchange offers relatively quickly,
market reaction - including the effect we believe arbitrageurs have had on the
exchange ratio - has precluded a quick process. Therefore, we will not commence
any exchange offers in the near future.
Q. WILL YOU INCREASE THE CONVERSION RATIOS DESCRIBED IN YOUR ANNOUNCEMENT OF
JUNE 3?
A. Circumstances may change, but we have no intention of increasing the
conversion ratios.
Q. WHAT IS THE PROCESS GOING FORWARD?
A. Our announcement began a process that is out in the open, totally transparent
(which we always like) and that has, we believe, an inevitable conclusion: the
unification of USA, with strategies and incentives totally aligned. We
recognize, however, that it will take some time for everyone involved to digest
all of the information, understand all of the issues, and work through the
process. This process doesn't have any kind of a locked down time clock. We have
patience because our perspective is truly long term -- and, meanwhile, the
businesses will continue to operate as effectively and efficiently as they have
in the past. We are particularly committed to making sure that the process does
not distract subsidiary management and employees from their primary mission -
operating the companies.
Each of our public subsidiaries is appointing special committees consisting of
their independent directors and then will hire advisors. We will work with each
of the special committees, as they - together with their advisors and with the
help of management and with our full cooperation - gather information and work
through all of the business and financial issues so that they can evaluate the
proposals we have made and, if they choose, discuss with us other possible
transaction structures to accomplish the results we have described.
We'll work at this until it's done, with total patience and respect for the
process and its participants -- and with the conviction that, as strong as we
are now at both the USA and public subsidiary levels, we'll be even stronger
when we have a structure that aligns all of our interests.
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; and Styleclick (OTC: IBUYA).
IMPORTANT DISCLOSURES
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ USA INTERACTIVE'S EXCHANGE
OFFER STATEMENTS FOR TICKETMASTER, EXPEDIA, INC. AND HOTELS.COM, AS APPLICABLE,
INCLUDED IN REGISTRATION STATEMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN SUCH
DOCUMENTS AND OTHER FILED DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV. IN ADDITION, THOSE REGISTRATION STATEMENTS MAY ALSO BE OBTAINED
FREE OF CHARGE BY CONTACTING USA INTERACTIVE, 152 WEST 57TH STREET, NEW YORK,
NEW YORK, 10019, ATTENTION: INVESTOR RELATIONS.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include the information relating to possible or assumed future results of
operations of USA and its subsidiaries, including those preceded by, followed by
or that include the words "believes," "could," "projects," "budgets,"
"estimates," "intends," "expects," "anticipates" or similar expressions. These
statements reflect the current views of USA with respect to future events, and
are based on information currently available to USA. These forward-looking
statements are subject to risks, uncertainties and assumptions that may affect
the operations, performance, development and results of USA's and its
subsidiaries' business. The following important factors, in addition to those
described in USA's and its subsidiaries' filings with the Securities and
Exchange Commission, could
affect the future results of USA and the other subsidiaries of USA described in
this press release, and could cause those results to differ materially from
those expressed in the forward-looking statements: material adverse changes
generally or in economic conditions in the markets served by our businesses;
future regulatory actions and conditions in our businesses' operating areas;
competition from others; successful integration of our divisions, including
recently acquired businesses; product demand and market acceptance; the ability
to protect proprietary information and technology or to obtain necessary
licenses on commercially reasonable terms; the ability to expand into and
successfully operate in foreign markets; and obtaining and retaining key
executives and employees. You are cautioned not to place undue reliance on these
forward-looking statements, which are made as of the date of this press release.
USA undertakes no obligation to update or revise the forward-looking statements
contained in this press release, whether as a result of new information, future
events or any other reason.
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CONTACTS:
Ron Sato, USA Corporate Communications, 212/314-7254
Roger Clark/Lauren Rosenfield, USA Investor Relations, 212/314-7400