SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _______________)/1/
CLASSIC VACATION GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
18273V103
(CUSIP Number)
Mark S. Britton, Esq. Julius Genachowski, Esq.
Expedia, Inc. USA Networks, Inc.
13810 SE Eastgate Way, Suite 400 152 West 57th Street
Bellevue, Washington 98005 New York, New York 10019
Telephone: (425) 564-7200 Telephone: (212) 314-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 22, 2002
(Date of Event Which Requires Filing Of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that 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 [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 137 Pages)
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/1/ 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 disclosures provided in a prior cover page.
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).
CUSIP NO. 18273V103
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1 NAME OF REPORTING PERSON
EXPEDIA, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1996083
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC/OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF WASHINGTON
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 9,986,049
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 9,599,749
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,986,049
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions): [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
69.4%*
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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________________
* Based upon 14,392,825 shares of common stock of Classic Vacation Group, Inc.
outstanding as of February 2, 2002, as disclosed in the Preliminary Proxy
Statement of Classic Vacation Group, Inc. filed on Schedule 14A filed with the
Securities and Exchange Commission on February 2, 2002.
2
CUSIP NO. 18273V103
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
USA NETWORKS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-2712887
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 9,986,049
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,599,749
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,986,049
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions): [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
69.4%*
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
HC
------------------------------------------------------------------------------
3
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Expedia, Inc. or USA Networks, Inc. that it is the
beneficial owner of any of the common stock referred to herein for purposes of
Section 13(d) of the Act, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
4
Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule
13D (this "Statement") relates is the common stock, par value $0.01 per share
---------
(the "Common Stock"), of Classic Vacation Group, Inc., a New York corporation
------------
(the "Issuer"). The principal executive offices of the Issuer are located at One
------
North First Street, Suite 300, San Jose, California 95113.
Item 2. Identity and Background.
(a) This statement is filed by USA Networks, Inc., a Delaware
corporation ("USA") and Expedia, Inc., a Washington corporation and a majority
---
owned subsidiary of USA since February 4, 2002 ("Expedia", and together with
-------
USA, the "Filing Persons"). Barry Diller, the Chairman and Chief Executive
--------------
Officer of USA, Liberty Media Corporation ("Liberty"), Universal Studios, Inc.
-------
("Universal"), The Seagram Company Ltd. (each of Universal and The Seagram
---------
Company Ltd. now being controlled by Vivendi Universal S.A. ("Vivendi")) and USA
-------
are parties to a stockholders agreement (the "Stockholders Agreement") relating
----------------------
to USA. Through his own holdings and the Stockholders Agreement, Mr. Diller has
the right, directly or indirectly, to control approximately 71.5% of the
outstanding total voting power of USA. As a result, except with regard to
certain specified matters, Mr. Diller generally has the ability to control the
outcome of all matters submitted to a vote of USA's stockholders. Mr. Diller
disclaims beneficial ownership of any shares of the Common Stock beneficially
owned by the Filing Persons and disclaims beneficial ownership of any shares of
USA owned by Vivendi or Liberty.
(b) The address of the principal business and principal office of
Expedia is 13810 SE Eastgate Way, Suite 400, Bellevue, Washington 98005. The
address of the principal business and principal office of USA is 152 West 57th
Street, New York, New York 10019.
(c)
Expedia:
-------
Expedia is a provider of branded online travel services for leisure
and business travelers. Expedia operates its own website, located at
Expedia.com(R), with localized versions in the United Kingdom, Germany, Canada,
Italy and the Netherlands. Expedia(R) also operates the VacationSpot.com(TM) and
Rent-a-Holiday.com websites, a Travelscape(R) sales call center in Las Vegas,
and a call center in Tacoma, Washington. Expedia offers one-stop travel shopping
and reservation services, providing reliable, real-time access to schedule,
pricing and availability information for over 450 airlines, 4,500 lodging
properties, all major car rental companies, dozens of vacation and cruise
suppliers and an increasing number of local destination services providers.
Schedule A attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling person
of Expedia as of the date hereof: (a) the name and residence or business
address, (b) the present principal occupation or employment, and (c) the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Schedule A is incorporated herein by reference.
5
USA:
---
USA (Nasdaq: USAI) is a company focused on the new convergence
of information, direct selling and entertainment. USA is currently organized
into two groups, the Interactive Group and the Entertainment Group. The
Interactive Group consists of Expedia; Home Shopping Network (including HSN
International and HSN Interactive); Ticketmaster (Nasdaq: TMCS), which operates
CitySearch and Match.com; Hotel Reservations Network (Nasdaq: ROOM); Electronic
Commerce Solutions; Styleclick; and Precision Response Corporation.
The Entertainment Group consists of USA Cable, including USA
Network, SCI FI Channel, TRIO, Newsworld International, and Crime; Studios USA,
which produces and distributes television programming; and USA Films, which
produces and distributes films.
On December 17, 2001, USA announced that it had entered into
an agreement with Vivendi, pursuant to which USA would contribute USA's
Entertainment Group to a joint venture with Vivendi, which joint venture would
also hold the film, television and theme park businesses of Universal. Barry
Diller would be chairman and chief executive officer of the joint venture as
well as of USA. Upon consummation of the USA/Vivendi transaction, the joint
venture would be controlled by Vivendi and its subsidiaries, with the common
interests owned 93.06% by Vivendi and its subsidiaries, 5.44% by USA and its
subsidiaries and 1.5% by Mr. Diller.
Upon completion of the USA/Vivendi transaction, USA will be
renamed "USA Interactive" and will be a leader in integrated interactivity,
including ticketing, online travel, online dating, teleservices, electronic
retailing and other interactive commerce services. USA's businesses will consist
of Expedia; Home Shopping Network (including HSN International and HSN
Interactive); Ticketmaster, which operates Citysearch and Match.com; Hotel
Reservations Network; Electronic Commerce Solutions; Styleclick; and Precision
Response Corporation.
After the completion of the USA/Vivendi transaction, USA will
no longer be engaged in the general entertainment businesses, and the
USA/Vivendi transaction documents include a noncompetition provision, for a
specified period, regarding USA's participation in businesses similar to those
to be conducted by the joint venture. USA's business will be primarily focused
on its electronic commerce and interactive/information service businesses, and
USA expects that it will actively seek to grow those businesses, including
through acquisitions. Any such acquisitions could involve the issuance of
additional USA securities or cash or a combination of securities and cash. In
addition, following the completion of the USA/Vivendi transaction, USA generally
will no longer be required to obtain the consent of Vivendi, Liberty or Mr.
Diller as USA stockholders for any such acquisitions regardless of the size of
such acquisitions. USA is continually reviewing, and often in discussions with
third parties regarding, such possible growth opportunities, including
transactions in the online and offline travel services and commerce-related
areas.
Following completion of the USA/Vivendi transaction, USA will
continue to be controlled by Mr. Diller, who will control between 68.1% and
68.4% of USA's voting power, including shares of USA common stock and Class B
common stock held by Vivendi, Liberty and their affiliates.
6
Schedule B attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling person
of USA as of the date hereof: (a) the name and residence or business address,
(b) the present principal occupation or employment, and (c) the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Schedule B is incorporated herein by reference.
(d) During the last five years, neither Filing Person, nor, to the
knowledge of either Filing Person, has any person named on Schedules A or B been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Filing Person, nor, to the
knowledge of either Filing Person, has any person named on Schedules A or B been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
(f) To the knowledge of Expedia, each of the persons named on Schedule
A, except Simon Breakwell and Erik Blachford, is a United States citizen. Mr.
Breakwell is a British citizen and Mr. Blachford is a Canadian citizen. To the
knowledge of USA, each of the persons named on Schedule B, except Philippe
Germond, Pierre Lescure, Jean-Marie Messier, is a United States citizen. Messrs.
Germond, Lescure and Messier are French citizens.
Item 3. Source and Amount of Funds or Other Consideration
On January 22, 2002, the Issuer, Expedia and Classic Custom Vacations,
a California corporation and a wholly owned subsidiary of the Issuer ("CCV"),
---
entered into an Asset Purchase Agreement (the "Asset Purchase Agreement"),
------------------------
pursuant to which, and subject to the conditions set forth therein, the Issuer
will sell substantially all of the assets and liabilities of CCV to Expedia for
an aggregate purchase price of $5,037,488.75 in cash and cancellation of
approximately $47 million of the Issuer's debt (the "Asset Sale"). As a
----------
condition to and contemporaneously with the execution of Asset Purchase
Agreement, on January 22, 2002, the Issuer, Expedia, GV Investment LLC, a
Delaware limited liability company ("GVI") and CVG Investment, LLC, a Delaware
---
limited liability company ("CVGI") entered into a Note Purchase Agreement (the
----
"Note Purchase Agreement"), pursuant to which, and subject to the conditions set
-----------------------
forth therein, Expedia will purchase the Issuer's debt from GVI and CVGI in
exchange for either cash or Expedia's common stock or some combination thereof.
Expedia shall fund the cash portion of the aggregate purchase price of the Asset
Sale from its working capital and shall fund the cash portion, if any, of the
purchase of the Issuer's debt from its working capital, the issuance of Expedia
common shares, including to USA, and/or other sources. The parties anticipate
consummating the transactions described in this Item 3 and in Item 4 on or
before March 31, 2002.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein.
Item 4. Purpose of Transaction.
On January 22, 2002, the Issuer, Expedia and CCV entered into the Asset
Purchase Agreement pursuant to which, and subject to the conditions set forth
therein, the Issuer will sell substantially all of the assets and liabilities of
CCV to Expedia for an aggregate purchase price of $5,037,488.75 in cash and
cancellation of approximately $47 million of the Issuer's debt.
As a condition to and contemporaneously with the execution of the Asset
Purchase Agreement, on January 22, 2002, the Issuer, Expedia, GVI and CVGI
entered into the Note Purchase Agreement, pursuant to which Expedia has agreed
to purchase the Issuer's debt from GVI and CVGI, in exchange for either cash or
Expedia's common stock or some combination thereof, which cash, together with
the net proceeds of the sale of such stock, is equal to the face value of such
debt plus interest. Pursuant
7
to the Note Purchase Agreement, Expedia has agreed to cancel the convertible and
exchangeable debt it receives from CVGI and GVI in exchange for demand
replacement notes to be issued by the Issuer for the same face value, interest
terms and default interest terms, which demand replacement notes will be
cancelled as part of the purchase price under the Asset Purchase Agreement.
Because the Issuer has previously disposed of, or wound down, all of
its businesses not related to CCV, the Asset Sale will leave the Issuer with no
travel operations. Accordingly, concurrently with execution of the Asset
Purchase Agreement, on January 22, 2002, the Issuer, Expedia, Thayer Equity
Investors III, L.P., a Delaware limited partnership ("Thayer") and Debbie A.
------
Lundquist, the Issuer's current Executive Vice President, Chief Financial
Officer and Treasurer (who, following the Asset Sale, will be an employee of
Expedia) entered into a Liquidation and Indemnification Agreement (the
"Liquidation Agreement"), pursuant to which the Issuer has agreed that as soon
---------------------
as possible following the consummation of the Asset Purchase Agreement, the
Issuer will convert all of its remaining assets to cash and will implement a
plan of liquidation in accordance with New York law, whereby the Issuer will
discharge all of its remaining liabilities owed to any of its creditors,
including any federal, state or local taxes payable by Expedia and its
affiliates (including CCV), and distribute any remaining cash to its
shareholders.
In order to reduce expenses prior to this liquidating distribution, the
Issuer may delist the Common Stock from trading on the American Stock Exchange
and may deregister from the public company reporting obligations under federal
securities laws. Upon delisting there will no longer be a public market for the
Common Stock and upon deregistration the shareholders of the Issuer will no
longer be entitled to receive annual reports, quarterly reports, current reports
or other similar information from the Issuer under the federal securities laws.
As a condition to and contemporaneously with the execution of the Asset
Purchase Agreement, on January 22, 2002, each of Thayer and GVI entered into a
Voting Agreement and Irrevocable Proxy with Expedia (the "Voting Agreements"),
-----------------
pursuant to which each of Thayer and GVI have agreed to (i) vote in favor of the
(A) the Asset Purchase Agreement and the transactions contemplated thereby, and
(B) the Liquidation Agreement and the transactions contemplated thereby, and
(ii) grant Expedia an irrevocable proxy to vote the shares held by Thayer and
then-held by GVI in favor of the matters described in (i)(A) and (B) above. In
addition, Thayer has agreed in its Voting Agreement that while such Voting
Agreement is in effect it will not sell, transfer, pledge, encumber, assign or
otherwise dispose of any of its 9,599,749 shares of Common Stock. GVI has no
such agreement and is free to transfer its shares.
In the ordinary course of business, USA and Expedia engage in a variety
of business transactions that cover a wide range of activities relevant to the
operations of both companies. USA expects that in the future additional business
opportunities for the benefit of both companies may become available, and that
in the ordinary course of business, USA and Expedia will discuss and negotiate
mutually beneficial business transactions, which transactions could affect,
without limitation, Expedia's interest in the Common Stock.
In addition, USA may be deemed to indirectly participate in the
business and oversight of Expedia through USA's representation in the Expedia
Board of Directors. However, as directors of USA, USA representatives (currently
seven in number), like other Expedia directors, participate on the Expedia Board
in the exercise of their fiduciary obligations to Expedia shareholders. In such
capacity, USA representatives will actively and regularly participate in
formulating Expedia business strategies, which may include matters identified in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth above or in Item 5 below, neither the Filing
Persons nor, to the best of their knowledge, any of their respective executive
officers, directors or controlling persons has any plan or proposal which
relates to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
8
References to and descriptions herein of the Asset Purchase Agreement,
the Note Purchase Agreement, the Liquidation Agreement and the Voting Agreements
are qualified in their entirety by reference to such agreements, copies of which
are filed hereto as Exhibits 99.1 through 99.5, and which are specifically
incorporated herein by reference in their entirety.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As a result of the Voting Agreements, Expedia may be deemed
to be the beneficial owner of 9,986,049 shares of Common Stock as of January 22,
2002, which represents approximately 69.4% of the outstanding Common Stock. The
calculation of the foregoing percentage is based on 14,392,825 shares of Common
Stock outstanding as of February 2, 2002, as disclosed in the Issuer's
Preliminary Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on February 2, 2002.
On February 4, 2002, a wholly owned subsidiary of USA merged with
Expedia, with Expedia surviving as a public company controlled by USA. As a
result of the merger, USA may also be deemed to be the beneficial owner of the
9,986,049 shares of Common Stock.
The Filing Persons have shared power to vote all of the shares of
Common Stock for the limited purposes described in Item 4. As a result of the
transfer restrictions in Thayer's Voting Agreement on the 9,599,749 shares of
Common Stock held by Thayer, as of January 22, 2002 Expedia has shared power to
direct the disposition of such shares. As a result of the USA/Expedia merger, as
of February 4, 2002 USA has shared power to direct the disposition of Thayer's
shares. To the knowledge of the Filing Persons, no shares of Common Stock are
beneficially owned by any person named in either Schedule A or B.
(c) The Filing Persons have not effected any transaction in the Common
Stock during the past 60 days. To the knowledge of the Filing Persons, there
have been no transactions by any person named in either Schedule A or B in the
Common Stock during the past 60 days.
(d) To the knowledge of the Filing Persons, each of Thayer and GVI have
the right to receive, or the power to direct the receipt of, dividends or other
distributions on the shares of Common Stock they own. Other than as a result of
the transfer restrictions on the shares of Common Stock held by Thayer described
in Item 4 above which preclude the sale or other transfer of such shares during
the term of the Thayer Voting Agreement, to the knowledge of the Filing Persons,
each of Thayer and GVI have the power to direct the proceeds from the sale of
the shares of Common Stock they own.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein.
Other than the Asset Purchase Agreement, the Note Purchase Agreement,
the Liquidation Agreement and the Voting Agreements, to the knowledge of the
Filing Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 of this
Statement and between such persons and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
9
Item 7. Material to be Filed as Exhibits.
Exhibit Description
------- -----------
99.1 Asset Purchase Agreement among Classic Custom Vacations,
Classic Vacation Group, Inc. and Expedia, Inc., dated as of
January 22, 2002
99.2 Note Purchase Agreement among CVG Investment LLC, GV
Investment LLC, Expedia, Inc. and Classic Vacation Group,
Inc., dated as of January 22, 2002
99.3 Liquidation and Indemnification Agreement among Classic
Vacation Group, Inc., Thayer Equity Investors III, L.P.,
Expedia, Inc and Debbie A. Lundquist, dated as of January
22, 2002
99.4 Voting Agreement and Irrevocable Proxy between Expedia,
Inc., and Thayer Equity Investors III, L.P., dated as of
January 22, 2002
99.5 Voting Agreement and Irrevocable Proxy between Expedia,
Inc., and GV Investment LLC, dated as of January 22, 2002
99.6 Joint Filing Agreement
10
SIGNATURES
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.
Dated: February 12, 2002
EXPEDIA, INC.
By /s/ Mark S. Britton
----------------------------
Name: Mark S. Britton
Title: Senior Vice President,
General Counsel and Secretary
USA NETWORKS, INC.
By /s/ Julius Genachowski
----------------------------
Name: Julius Genachowski
Title: Executive Vice President,
General Counsel and Secretary
SCHEDULE A
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DIRECTORS AND EXECUTIVE OFFICERS OF EXPEDIA, INC.
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of Expedia. The name of each person who is a
director of Expedia is marked with an asterisk. Unless otherwise indicated, the
business address of each person listed below is 13810 SE Eastgate Way, Suite
400, Bellevue, Washington 98005.
Name and Business Present Principal Occupation or Principal Business in which such
----------------- -------------------------------- ---------------------------------
Address Employment Employment is Conducted
------- ---------- -----------------------
Richard N. Barton* President and Chief Executive Expedia
Officer, Expedia
Byron D. Bishop Senior Vice President, Expedia
Transportation and Core
Technologies, Expedia
Erik C. Blachford Senior Vice President, Marketing, Expedia
Expedia
Simon J. Breakwell Senior Vice President and Managing Expedia
Director, Expedia Europe, Expedia
Thomas C. Breitling* President and Chief Breitling Ventures
2960 W. Sahara Avenue Executive Officer, (Private Investment)
Suite 200 Breitling Ventures
Las Vegas, Nevada 89102
Mark S. Britton Senior Vice President, General Expedia
Counsel and Secretary, Expedia
Kathleen K. Dellplain Senior Vice President, Human Expedia
Resources, Expedia
Jay C. Hoag* General Partner, Technology Technology Crossover
528 Ramona Street Crossover Ventures Ventures (Venture Capital)
Palo Alto, California 94301
Director of eLoyalty Corporation,
EXE Technologies, Inc. and several
privately held companies
Barry Diller* Chairman of the Board, Expedia USA
152 West 57th Street Chairman of the Board and Chief
New York, New York 10019 Executive Officer, USA
Julius Genachowski* Executive Vice President, General USA
152 West 57th Street Counsel and Secretary, USA
New York, New York 10019
Victor Kaufman* Vice Chairman and Director, USA USA
152 West 57th Street
New York, New York 10019
Dara Khosrowshahi* Executive Vice President, USA
152 West 57th Street and Chief Financial Officer, USA
New York, New York 10019
Gregory B. Maffei* President, Chief Executive Officer 360networks inc.
2200 6th Avenue and Director, 360networks inc (Broadband Networks
Suite 1122 Service Provider)
Seattle, Washington 98121
Daniel Marriott* Executive Vice President Development Ticketmaster/
152 West 57th Street & Strategy,; Ticketmaster/President, Citysearch
New York, New York 10019 Citysearch
Jon Miller* President and Chief Executive Officer, USA Information
152 West 57th Street USA Information & Services, USA & Services
New York, New York 10019
John Pleasants* President and Chief Executive Officer, Ticketmaster
3701 Wilshire Blvd. Ticketmaster
Los Angeles, California 90010
Gregory E. Slyngstad Senior Vice President, Expedia
Destinations and Lodging, Expedia
Gregory S. Stanger* Senior Vice President and Chief Expedia
Financial Officer, Expedia
SCHEDULE B
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DIRECTORS AND EXECUTIVE OFFICERS OF USA NETWORKS, INC.
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of USA. The name of each person who is a director
of USA is marked with an asterisk. Unless otherwise indicated, the business
address of each person listed below is 152 West 57th Street, New York, NY 10019.
Name and Business Present Principal Occupation or Principal Business in which such
----------------- -------------------------------- -------------------------------
Address Employment Employment is Conducted
------- ---------- -----------------------
Paul G. Allen* Investor Vulcan Inc. (Venture Capital)
505 Union Station
505 Fifth Avenue South
Suite 900
Seattle, Washington
98104
Robert R. Bennett* President and Chief Executive Liberty Media Corporation
12300 Liberty Blvd Officer, Liberty Media Corporation
Englewood, Colorado
80122
Edgar Bronfman, Jr.*
375 Park Avenue
New York, New York
10152
Anne M. Busquet* Consultant
1050 Park Avenue
New York, New York
10028
Barry Diller* Chairman of the Board and USA
Chief Executive Officer, USA
Julius Genachowski Executive Vice President USA
General Counsel and Secretary
USA
Philippe Germond* Chief Executive Officer Cegetel (Communications)
Tour Esplanade Cegetel
1 place carpeaux
92915 Paris La Defense,
France
Victor A. Kaufman* Vice Chairman, USA USA
Donald R. Keough* Chairman of the Board, Allen Allen & Co., Inc. (Investment Banking)
711 Fifth Avenue & Co. Inc.
New York, NY 10022
Marie-Josee Kravis* Senior Fellow, Hudson Hudson Institute, Inc.
625 Park Avenue Institute, Inc.
New York, New York
10021
Pierre Lescure* Chairman and Chief Executive Canal Plus, S.A.
85-89 Quai Andre Citroen Officer, Canal Plus, S.A.
75711 Paris cedex 15,
France
John C. Malone* Chairman, Liberty Media Liberty Media Corporation
12300 Liberty Blvd. Corporation
Englewood, Colorado
80122
Jean-Marie Messier* Chairman and Chief Executive Vivendi Universal
375 Park Avenue Officer, Vivendi Universal,
New York, NY 10152 S.A.
William D. Savoy* President, Vulcan Inc. Vulcan Inc. (Venture Capital)
505 Union Station
505 Fifth Avenue South
Suite 900
Seattle, Washington 98104
Gen. H. Norman Retired
Schwarzkopf*
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Diane Von Furstenberg* Chairman, Diane Von Diane Von Furstenberg Studio L.P.
389 West 12th Street Furstenberg Studio L.P. (Fashion Design)
New York, NY 10014