UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 24, 2007
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-51447
|
|
20-2705720 |
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
| 3150 139th Avenue S.E., Bellevue, Washington
|
|
|
|
98005 |
| (Address of principal executive offices)
|
|
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (425) 679-7200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
On August 21, 2006, Expedia, Inc. privately offered $500.0 million of senior unsecured notes
due 2018 (the “Notes”). We are filing this Current Report on Form 8-K for the purpose of
incorporating the contents of this report into the Registration Statement on Form S-4 that we
anticipate filing with the Securities and Exchange Commission (“SEC”). The Form S-4 will register
the exchange of the Notes for registered notes having the same financial terms and covenants.
Filed herewith, as Exhibit 99.1, are our audited consolidated balance sheets as of December
31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and
comprehensive income and cash flows for each of the three years in the period ended December 31,
2005, including new supplemental condensed consolidating financial information in Note 22 pursuant
to Item 3-10 of Regulation S-X, “Financial Statements of Guarantors, and Affiliates Whose
Securities Collateralize an Issue.”
Additionally, filed herewith, as Exhibit 99.2, are our unaudited consolidated balance sheet as
of September 30, 2006, audited consolidated balance sheet as of December 31, 2005, and the related
unaudited consolidated statements of income, stockholders’ equity and comprehensive income and cash
flows for the three and nine month periods ended September 30, 2006 and 2005, including new supplemental condensed
consolidating financial information in Note 14.
Except as specifically described above with respect to the addition of Note 22 and Note 14 to
the consolidated financial statements, no other information within the attached exhibits has been
changed from the versions previously filed with our Annual Report on Form 10-K for the year ended
December 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
Item 9.01 Financial Statements and Exhibits
| |
|
|
(d)
|
|
Exhibits |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
99.1
|
|
Consolidated Financial Statements for the Year Ended December 31,
2005 and Combined Financial Statements for the Years Ended
December 31, 2004 and 2003 and Reports of Independent Registered Public Accounting Firm |
|
|
|
99.2
|
|
Consolidated Financial Statements
for the Three and Nine Month Periods Ended September
30, 2006 and 2005 (Unaudited) |
1