UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2009
Ticketmaster Entertainment, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-34064 | 95-4546874 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8800 Sunset Blvd., West Hollywood, CA 90069
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 360-3300
(Former name or former address, if changed since last report)
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:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | OTHER EVENTS |
On September 16, 2009, Ticketmaster Entertainment, Inc. (the “Company”) filed a Current Report on Form 8-K/A (the “Form 8-K Amendment 1”) amending the Current Report on Form 8-K that it originally filed on July 13, 2009 (the “Original Form 8-K”). Exhibit 99.1 of Item 9.01 of the Form 8-K Amendment 1 contained (a) the Company’s Audited Consolidated Financial Statements for the years ended December 31, 2008, 2007 and 2006, and the related notes, as set forth in Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-159991) filed by Live Nation, Inc. (“Live Nation”) on September 15, 2009, as restated to correct certain errors and (b) the report of Ernst & Young LLP, the Company’s independent registered public accounting firm, and (i) updated pages F-1 through F-63 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as amended (the “2008 Annual Report”) and (ii) superseded and replaced the financial statements and related notes that were incorporated by reference in the Original Form 8-K.
The Company is filing this Current Report on Form 8-K/A in order to correct a page reference in the report of Ernst & Young LLP that was included as part of the Form 8-K Amendment 1. Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K/A contains the correct report of Ernst & Young LLP, which supersedes and replaces the corresponding opinion set forth in the 8-K Amendment 1.
All other information in the 2008 Annual Report, the Original Form 8-K and the Form 8-K Amendment 1 remains unchanged and has not been updated for events occurring after the filing of the report. The information in this Current Report on Form 8-K/A should be read in conjunction with the 2008 Annual Report, which was filed with the Securities and Exchange Commission on March 31, 2009.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 99.1 | Report of Ernst & Young LLP, the Company’s Independent Registered Public Accounting Firm | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TICKETMASTER ENTERTAINMENT, INC. | ||
| By: | /s/ Chris Riley | |
| Name: | Chris Riley | |
| Title: | General Counsel, Secretary & SVP | |
Date: September 18, 2009
3
EXHIBIT LIST
|
Exhibit No. |
Description |
|
| 99.1 | Report of Ernst & Young LLP, the Company’s Independent Registered Public Accounting Firm | |
4
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Ticketmaster Entertainment, Inc.
We have audited the accompanying consolidated balance sheets of Ticketmaster Entertainment, Inc. (the “Company,” as described in Note 1) as of December 31, 2008 and 2007, and the related consolidated statements of operations, temporary equity and equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule on page 56. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal controls over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ticketmaster Entertainment, Inc. at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 2, the accompanying consolidated balance sheet as of December 31, 2008 and the related consolidated statement of temporary equity and equity for the year ended December 31, 2008 have been restated to correct the Company’s accounting for its adoption of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS No. 160”), which it adopted on January 1, 2009 and retrospectively applied its presentation and disclosure requirements.
/s/ ERNST & YOUNG LLP
Los Angeles, California
March 27, 2009,
except for the effects of the adoption of and the restatement to correct the Company’s accounting for SFAS No. 160 discussed in section “Noncontrolling Interests in Consolidated Financial Statements” of Note 2, as to which the date is September 14, 2009