SecProbe.io

CORRESP
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filename1.htm

[Letterhead of Wachtell,
Lipton, Rosen & Katz]

June 2, 2005

Via EDGAR, Facsimile and Electronic Mail

Susan C. Block

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC  20549-0303

  RE:

  IAC/InterActiveCorp

  Form S-4 filed on April 26, 2005

  File No. 333-124340

Dear Ms. Block:

On behalf of our client,
IAC/InterActiveCorp (the “Company” or “IAC”), set forth below are responses to
the comments of the Staff of the Division of Corporation Finance (the “Staff”),
which were delivered in a letter dated May 26, 2005, in connection with the
above-referenced Registration Statement on Form S-4 (the “Registration
Statement”), filed by IAC with the Securities and Exchange Commission (the “Commission”)
on April 26, 2005, and relating to the merger of Ask Jeeves, Inc. (“Ask Jeeves”)
into a wholly owned subsidiary of IAC.
For your convenience, in this letter the text of the Staff’s comments is
set forth in bold text followed by the responses of the Company.  IAC is also filing today Amendment No. 1 to
the Registration

Statement (the “Amended Registration Statement”),
which is responsive to comments of the Staff as set forth below.

General

1.                                      Comment:  Please revise as necessary your filing on Form S-4 (file no. 333-124303)
filed April 25, 2005, to conform to the following comments.

Response:  In response to the Staff’s comment, IAC and
Expedia will revise the disclosure in the joint Registration Statement on Form
S-4 of IAC and Expedia, Inc. to the extent necessary to conform to the Staff’s
comments.

Cover Page

2.                                      Comment:  Please include on the cover page the amount of securities being
registered.  See Item 501(b)(2) of Regulation S-K.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

3.                                      Comment:  Please provide IAC/InterActiveCorp’s trading price as of the most
recent practical date.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

4.                                      Comment:  Please name the market for IAC/InterActiveCorp’s common stock and the
trading symbol for those securities.  See
Item 501(b)(4) of Regulation S-K.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

Important

5.                                      Comment:  Specify the date by which security holders must request this
information.  You must highlight this
statement by print type or otherwise.
See Item 2 of Form S-4.

Response:  In response to the Staff’s comment, the
disclosure has been revised in the above-mentioned section.

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Questions and Answers about the Merger, page 1

6.                                      Comment:  Please disclose here the value of the exchange in terms of price per
share that the exchange ratio will yield to Ask Jeeves shareholders and what
premium that represents.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 1.

The Merger, page 5

7.                                      Comment:  Please clarify what is meant by IAC expects to issue approximately 74.8
million shares and approximately 88 million on a fully diluted treasury method
basis.

Response: In response to the Staff’s comment, the disclosure
has been revised on page 6.

Interests of Certain Persons in the Merger, page 6

8.                                      Comment:  Please quantify the aggregate amount of money that will be paid to
directors and executive officers in the merger.
Also, clarify here, if true, that there may be continuing employment
opportunities for executive officers in the new enterprise after the merger and
disclose the incentives to be paid to those executives.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 7.

Recent Developments, page 20

9.                                      Comment:  Please describe the acquisition amount and type of consideration used
to acquire Cornerstone Brands, Inc.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 22.

Risk Factors, page 21

10.                               Comment:  Please note that the information may be incorporated by reference into
the proxy statement only as permitted by items in Form S-4.  It appears that you are not eligible to
incorporate by reference under Item 3 of Form S-4.  Please revise to include the information
required by this Item, or provide us with your analysis as to why you believe
you can incorporate by reference.  Also, please
provide here the risk factors that you refer to in Appendix E, as necessary.

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Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 23 and 29-39.

IAC is controlled by Mr. Diller…, page 24

11.                               Comment:  Please describe the voting arrangement in more detail, including the
number and percentage of shares and voting power held by the various parties.

Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 26 and 27.

Solicitation of Proxies, page 30

12.                               Comment:  We note that proxies may be solicited by mail, telephone or
internet.  Confirm that you will file all
written soliciting materials, including any scripts to be used in soliciting proxies
by personal interview or telephone.

Response:  Ask Jeeves has advised the Company that it
confirms that it will file all written soliciting materials, including scripts,
with the Commission to the extent required by the Securities Exchange Act of
1934 and the rules promulgated thereunder.

The Merger, page 31

13.                               Comment:  We note your disclosure at the December 3, 2004 meeting the board
discussed reviewing strategic alternatives.
Please revise to disclose any alternatives you considered.  Also revise to expand upon any alternative
transactions discussed with the three alternate parties.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 44 of the Amended Registration
Statement to clarify that no specific alternatives were considered by the Ask
Jeeves Board of Directors at its December 3, 2004 meeting.  In addition, the disclosure has been revised
where applicable to expand the discussion of alternate transactions to the
extent discussed with the three alternate parties.  See the revised disclosure on pages 46
through 50 of the Amended Registration Statement.

14.                               Comment:  Generally, revise this section to provide more complete description of
the matters discussed and conclusions reached at Ask Jeeves’ board meetings.  Three examples, among several, of areas which
should be expanded are (i) with regard to the January 27 special meeting
discussing potential strategic transactions with the first, second and third
alternate parties—what conclusions were reached with respect to these parties;
(ii) with regard to the February 24 special meeting where Allen & Company
updated the board on the status of discussions with IAC and the likelihood of
receiving a firm offer in the near future—what was the status and what was the

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likelihood; and (iii) with regard to the
March 15 alternate cash and stock structure proposed by Mr. Kaufman—what was
the proposal and why was it less desirable?

Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 46-49.

15.                               Comment:  Please describe what occurred with respect to the second and third
alternate parties’ interest in Ask Jeeves between March 17 when the second
alternate party contacted Allen & Company to express its interest in a
transaction and the March 18 decision to accept IAC’s offer.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 50.

16.                               Comment:  Please state clearly, if true, that the offer from IAC is the highest offer
you received.  If not, disclose the
higher offer and explain in detail why it was not accepted.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 50 to clarify that the IAC offer was the only
formal offer that Ask Jeeves received.

Recommendation of the Ask Jeeves Board of Directors,
page 36

17.                               Comment:  It is not clear from the presentation whether the board conducted
financial analysis or merely relied on the fairness opinions provided by Allen
& Company and Citigroup.  Please
clarify.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 53.

18.                               Comment:  Please revise to include the “additional factors” listed on page 37 in
one of two lists.  One of the lists
should be factors that favor the merger and the other factors that do not favor
the merger.

Response:  In response to the Staff’s comment, the disclosure
has been revised on pages 52-54.

19.                               Comment:  In this regard, the factors supporting or not supporting the merger must
be explained in enough detail for investors to understand.  Conclusory statements or listing of
generalized areas of consideration, such as “historical information concerning
the respective businesses” and “current financial market conditions” should be
expanded upon to explain how they were taken into account for this
transaction.  You will need to revise
this section to explain how each of the factors listed support or do not
support the decision to approve the merger.

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Response:  In response to the Staff’s comment, the disclosure
has been revised on pages 52-54.

Opinions of Ask Jeeves’ Financial Advisors, page 39

20.                               Comment:  Please disclose why the board chose to hire two financial
advisors.  Also, disclose the amounts
known or estimated to be received by Allen & Company and Citigroup and
their affiliates for services rendered to the Company for the previous two
years.  See Item 1015(b) of Regulation
M-A.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page [•].

21.                               Comment:  Please supplementally send us a copy of the board book and any other
materials prepared by Allen & Company and Citigroup to assist the board in
evaluating the transaction.  Also,
provide us with a copy of the engagement letters.

Response:  Ask Jeeves has informed the Company that
Allen & Company and Citigroup will be sending to the Staff under
separate cover copies of their respective engagement letters and Board Books
that were delivered to the Ask Jeeves board of directors.

22.                               Comment:  To the extent Allen & Company and Citigroup relied on management
projections in their analyses, these projections should be disclosed in this
filing.

Response: Ask
Jeeves has informed the Company that although in the course of their respective
due diligence each of Allen & Company and Citigroup reviewed certain
Ask Jeeves’ projections, Ask Jeeves has been advised by Allen & Company and
Citigroup that neither relied upon any of such projections in its analysis.

Opinion of Allen & Company LLC, page 39

23.                               Comment:  Please describe the relationships, discussed on page 40, between Allen
& Company and IAC and Ask Jeeves and the potential conflicts of interest
arising from these relationships in the risk factors section.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 62.

24.                               Comment:  Please revise the discussion of the various analyses used by Allen
& Company so that recipients of the proxy statement/prospectus can
understand exactly what each analysis indicates.  What are they used to show?  We offer some additional guidance in the
comments below.  As a general matter, for
each analysis, please provide sufficient explanation of each step of the
analysis and its conclusion such that

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an investors will understand how
this analysis supports a conclusion that the transaction is fair.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See page 56
through 61 (with respect to the opinion of Allen & Company) and pages 62
through 73 (with respect to the opinion of Citigroup).

25.                               Comment:  Also, for each analysis, indicate what
observations or conclusions the Ask Jeeves board reached with respect to the
information that these calculations provide.

Response:  Ask Jeeves has informed the Company that its
board of directors did not make any specific observations or reach any specific
conclusions with respect to any of the individual analyses presented by their
financial advisors, but rather the board of directors reviewed and digested the
analyses in their totality in reaching the board’s conclusions with respect to
the advisability of the merger.  The
disclosure has been revised on page 54 to reflect the foregoing.

Analysis of Historical Trading Activity, page 40

26.                               Comment:  To assist an investors understanding of the Historical Trading
Analysis, please revise to use a graphical or tabular format.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 56.

Analysis of IAC Based on its Business Segments, page
41

27.                               Comment:  Please clarify what OIBA refers to in the first column.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 57.

Analysis of Premium Paid in Comparable Merger
Transactions, page 42

28.                               Comment:  When you speak of an implied premium that the instant exchange ratio
represents to comparable merger transactions, disclose the price implied by
this exchange ratio.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 58.

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Analysis of Premium Reflected in the Exchange Ratio,
page 42

29.                               Comment:  If Allen & Company calculated the premium of the merger
consideration in comparison to additional average closing prices besides the 30
day trailing average (for instance, 90 day and 180 day trailing averages),
please disclose these figures also.

Response:  Ask Jeeves has informed the Company that
neither Allen & Company nor Citigroup compared the premium of the merger
consideration to the average closing prices for any other or longer period of
time than the 30 day trailing average.

30.                               Comment:  Include a textual discussion explaining the point of the graphs on page
43.  In particular, describe how the
instant transaction compares to others included in the survey.  Also, explain what you mean by the statement
that the instant exchange ratio indicates a premium “within the range of
premiums paid in the comparable merger transactions”—it appears that this
transaction falls at the lower end of each of the ranges provided.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See pages 58
through 59 (with respect to the opinion of Allen & Company) and pages 69
through 71 (with respect to the opinion of Citigroup).

Analysis of Selected Comparable Merger Transactions…,
page 44

31.                               Comment:  Describe the criteria used to select comparable companies.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See page 61
(with respect to the opinion of Allen & Company) and page 66 (with
respect to the opinion of Citigroup).

32.                               Comment:  Discuss the results of Allen & Company’s comparable transaction
analysis.  For instance, how does this
transaction compare to the low, mean and high.

Response