Executive Business Briefing

Here is a look at more of Monday's top business stories:

USA Interactive bids for Expedia, Ticketmaster and Hotels.com

NEW YORK, June 3 (UPI) -- USA Interactive said it has made a $4.5 billion unsolicited bid in stock for the shares of three of its publicly traded subsidiaries -- Expedia, Ticketmaster and Hotels.com -- that it doesn't already own.

Barry Diller, USA's chairman and chief executive officer, in a letter sent to the top executives of the subsidiaries, said he is offering each a stock swap with a 7.5 percent premium over USA's closing stock price on Friday -- a move that would mean issuing some 156 million new shares to complete the deal.

Diller's goal is to boost USA's share of the e-commerce market of Web and TV-based retailing to more than double the 8 percent share it has now. He plans to spend $9 billion on e-commerce acquisitions over the next three years.

Expedia public stockholders, which own 46 percent of the online travel agent, would get 2.6969 USA shares for each share they tender.

Shareholders of Hotels.com, which sells hotel rooms on the Internet, would get 1.8064 USA shares for each share tendered, while those of Ticketmaster, which sells tickets to concerts, games and other live events, would get 0.8068 USA shares for each share tendered.

On a per-share basis, the exchange offer values Expedia at $76.86, Hotels.com at $51.48, and Ticketmaster at $22.99.

None of the exchange offers will be conditioned on the completion of any other exchange offer, USA Interactive said.

Diller said, "Launching three simultaneous exchange offers is certainly unconventional, but our path in creating this company certainly could not be considered anything otherwise since we have assembled over these few years both a group of profitable interactive businesses as well as an unusual structure of multiple public subsidiaries.

"That structure has served us well, allowing exactly the right kind of entrepreneurial activity at the critical early stages in these new interactive business ideas as well as providing tremendous value creation for everyone involved. But now it's time for us to begin acting in cohesive concert with all the parts of the enterprise, where all of our businesses are aligned and integrated. We have so much opportunity that the only barrier to our becoming a truly great company will be in our ability to execute the ambitious agenda in front of us," Diller said.

"We in no way regard our action today as hostile. In fact, we think that what we propose today is great news for the public shareholders of Expedia, Hotels.com and Ticketmaster," he said.

"There will be lots of talk about whether the premiums we have offered are fair. We, of course, think they are, given the stock prices of our subsidiaries and USA in relation to each other. But, more important, we believe a focus on the percentage premium we are offering is beside the point. This is an offer of stock, not cash. The real premium comes in the opportunity for the shareholders of our public subsidiaries to become owners of an even stronger USA...it's so clear to us we can make far more progress together than we could in the present configuration," Diller said.

Online travel service Expedia Inc., based in Bellevue, Wash., said its board would form a special committee to evaluate a buyout offer from majority shareholder USA Interactive.

Expedia said its special committee of independent directors would assess the USA bid and "any related offer" to determine whether it is in shareholders' best interest.

Online ticketing agency Ticketmaster Inc., based in Los Angeles, Calif., said it expects its board to form a special committee to evaluate a buyout offer from majority shareholder USA Interactive.

Kozlowski resigns at Tyco International

PEMBROKE, Bermuda, June 3 (UPI) -- Tyco International Ltd. said its Chairman and Chief Executive Officer, L. Dennis Kozlowski, has resigned for personal reasons and also stepped down from the board of directors.

The conglomerate said former CEO John Fort would assume "primary executive responsibilities" for an interim period while the company searches for a permanent replacement.

All operating units and staff will report through Fort, Tyco said.

The company also said it still plans to complete financial services unit CIT's initial public offering in June.

Fort, a member of Tyco's board, served as chairman and CEO of the company from 1982 to 1992.

Since 1992, Fort has been an active member of the board and he is currently the lead director. This position acts as the primary liaison between management and the outside directors.

"We plan to complete the IPO of CIT by the end of June," Fort said.

"Also, I fully support the evolution of the company's long-term operating strategy to focus more on organic growth. We will continue with our plans to make return on capital a key part of our compensation system along with earnings growth and cash flow," he said.

Report: NYSE to consider new rules for listed companies

NEW YORK, June 3 (UPI) -- The Wall Street Journal says the New York Stock Exchange will week consider this week tough new governance rules for listed companies in a move that could tilt the balance of boardroom power away from management.

The NYSE's initiative is a response to a recent spate of corporate scandals, the Journal said.

The NYSE's board of directors will meet Thursday and an advisory panel will urge the changes, which include an independent majority on a board and stricter definition of director independence.

The Journal, which said it had access to the Corporate Accountability and Listing Standards Committee's report, said new requirements will also call for regular executive sessions of non-management directors, the appointment of a lead director solely to run those meetings and investor approval of all equity-based pay plans.

The panel report says Big Board directors are expected "to take final action" on the governance recommendations at their Aug. 1 meeting.