Zehrer Terrence Lee – ‘SC 13D/A’ on 12/23/02 re: Udate Com Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D (Amendment #1)                           10±    40K 
 2: EX-99.1B    Stockholders Agreement                                14±    56K 

SC 13D/A   —   Schedule 13D (Amendment #1)
Document Table of Contents

SC 13D/A
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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)

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

 UDATE.COM, INC.
------------------------------------------------------------------------------- 
(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 903495-10-9
------------------------------------------------------------------------------- 
(CUSIP Number)

TERRENCE LEE ZEHRER                                 DAVID K. ROBBINS            
2008 1/2 NOB HILL AVE. NORTH          FRIED, FRANK, HARRIS, SHRIVER & JACOBSON  
SEATTLE, WA 98109                     350 SOUTH GRAND AVENUE, SUITE 3200    
(206) 283-7156                          LOS ANGELES, CALIFORNIA 90071       
                            (213) 473-2000

------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 December 19, 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 copies of the schedule, including all exhibits.  See                       
Rule 13(d)-7 for other parties to whom copies are to be sent.                   

SC 13D/A
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*The  remainder  of this  cover  page  will 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 will 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 will be subject to all other  provisions of the     
Act (however, see the Notes).                                                   

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SCHEDULE 13D    
---------------------                                                           
CUSIP No. 903495-10-9                                                           
---------------------                                                           

------------------------------------------------------------------------------- 
1          NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON         

Terrence Lee Zehrer                     

---------- -------------------------------------------------------------------- 
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) |_|    
                Not Applicable                                   (b) |_|

---------- -------------------------------------------------------------------- 
3          SEC USE ONLY                                                         

---------- -------------------------------------------------------------------- 
4          SOURCE OF FUNDS                                                      

[OO]                                    

---------- -------------------------------------------------------------------- 
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS                             
     IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                  |_|

---------- -------------------------------------------------------------------- 
6          CITIZENSHIP OR PLACE OF ORGANIZATION                                 

U.S.A.                                  

------------------------- -------- -------------------------------------------- 
NUMBER OF          7        SOLE VOTING POWER                     

         0
SHARES                                                        
                         -------- --------------------------------------------
BENEFICIALLY        8        SHARED VOTING POWER                    

                 6,100,505

OWNED BY                                                        
                         -------- --------------------------------------------
EACH            9        SOLE DISPOSITIVE POWER             

                 6,100,505
REPORTING                                                         

                         -------- --------------------------------------------
PERSON           10       SHARED DISPOSITIVE POWER            

         O
WITH                                                        
---------- -------------------------------------------------------------------- 
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

6,100,505                               

---------- -------------------------------------------------------------------- 
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW                             
     (11) EXCLUDES CERTAIN SHARES                                |_|

---------- -------------------------------------------------------------------- 
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   

24.2%                                   

---------- -------------------------------------------------------------------- 
14         TYPE OF REPORTING PERSON                                             

IN                                      

---------- -------------------------------------------------------------------- 

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    This Amendment No. 1 to Schedule 13D (this "Amendment") is filed
by Terrence Lee Zehrer ("Zehrer"). Capitalized terms used herein but not        
defined shall have the meanings ascribed thereto in the Schedule 13D filed      
by Zehrer on March 19, 2002 (the "Schedule 13D"). The Schedule 13D is           
hereby amended as follows:                                                      

ITEM 4    Purpose of Transaction                                                
----------------------                                      

Item 4 is amended to add the following:     

 On December 19, 2002, USA Interactive, a Delaware corporation
("Parent"), Geffen Acquisition Sub Inc., a Delaware corporation and a           
wholly-owned subsidiary of Parent ("Merger Sub"), uDate.com, Inc., a            
Delaware corporation (the "Company") and, for the purposes of Section 7.8       
and Articles X and XI thereof, Zehrer and Atlas Trust Company (Jersey)          
Limited ("Atlas Trust"), as trustee of the Internet Investments Inc.            
Employee Shares Trust (Atlas and Zehrer, collectively, the "Major               
Stockholders"), entered into an Agreement and Plan of Merger (the "Merger       
Agreement"), pursuant to which Merger Sub will merge (the "Merger") with        
and into the Company, with the Company as the surviving corporation (the        
"Surviving Corporation"). A copy of the Merger Agreement was attached as an     
exhibit to the Company's Current Report on Form 8-K filed on December 23,       
2002, and is specifically incorporated herein by reference, and the             
description herein of the Merger Agreement is qualified in its entirety by      
reference to the Merger Agreement.                                              

    At the effective time of the Merger (the "Effective Time"), each
share of common stock, par value $0.001 per share, of the Company (the          
"Shares" and collectively the "Company Common Stock") will be converted         
into the right to receive 0.18956 shares of common stock, par value $0.01       
per share, of the Parent (the "Parent Common Stock").                           

     The Merger Agreement provides that the Major Stockholders and the
Company will not, and will cause their respective directors, officers,          
investment bankers, affiliates, representatives and agents not to, (i)          
solicit, initiate, or knowingly encourage (including by way of furnishing       
non-public information), or take any other action to facilitate, any            
inquiries or proposals that constitute, or would reasonably be expected to      
lead to, any Takeover Proposal (as defined below), (ii) engage in, or enter     
into, any negotiations or discussions concerning any Takeover Proposal or       
(iii) enter into any letter of intent, agreement in principle, acquisition      
agreement or similar agreement with respect to any Takeover Proposal.           
Pursuant to the Merger Agreement, the Major Stockholders also agreed to         
cease, and to cause each of their respective officers, directors,               
employees, financial advisors, attorneys and other advisors to cease any        
and all existing activities, discussions or negotiations with any parties       
conducted with respect to the foregoing activities. Pursuant to the Merger      
Agreement, "Takeover Proposal", means any bona fide inquiry, proposal or        
offer relating to any (i) merger, consolidation, business combination, or       
similar transaction involving the Company or any of its subsidiaries, (ii)      
sale, lease or other disposition, directly or indirectly, by merger,            
consolidation, share exchange or otherwise, of any assets of the Company or     
any of its subsidiaries in one or more transactions, (iii) issuance, sale,      
or other disposition of (including by way of merger, consolidation, share       
exchange or any similar transaction) securities (or options, rights or          
warrants to purchase such securities, or securities convertible into such       
securities) of the Company or any of its subsidiaries, (iv) liquidation,        
dissolution, recapitalization or other similar type of transaction with         
respect to the Company or any of its subsidiaries, (v) tender offer or          
exchange offer for Company securities; in the case of (i), (ii), (iii),         
(iv) or (v) above, which transaction would result in a third party              
acquiring beneficial ownership of more than twenty-five percent (25%) of        
the voting power of the Company or assets representing more than                
twenty-five percent (25%) of the net income, net revenue or assets of the       
Company and its subsidiaries on a consolidated basis, or (vi) transaction       
which is similar in form, substance or purpose to any of the foregoing          
transactions.                                                                   

 Pursuant to the Merger Agreement, the Major Stockholders also
agreed to severally indemnify and hold harmless Parent and the Surviving        
Corporation and their respective officers, directors, employees and             
affiliates (the "Indemnitees") from any damage, claim, loss, cost,              
liability or expense, including, without limitation, interest, penalties,       
reasonable attorneys' fees and expenses of investigation, response action,      
removal action or remedial action (collectively "Damages"), incurred by         
such Indemnitees that arise out of or relate to: (i) any breach of any          
representation or warranty of the Company contained in the Merger Agreement     
or in any certificate delivered on the closing date of the Merger by the        
Company pursuant to the Merger Agreement; (ii) any breach by the Company of     
any of its covenants or agreements contained in the Merger Agreement or         
(iii) any liability arising out of the matters set forth on Section 10.2(a)     
of the Company's disclosure schedules to the Merger Agreement. The              
indemnification liabilities of each of the Major Stockholders are capped in     
a maximum amount equal to a percentage of the gross proceeds payable to         
each Major Stockholder in the Merger valued as determined under the Merger      
Agreement. The indemnification liability percentage of each Major               
Stockholder is equal to (i) 75% of such gross proceeds from the closing         
date until the one year anniversary of the closing date, (ii) 60% of such       
gross proceeds from the one year anniversary of the closing date until the      
two-year anniversary of the closing date, (iii) 40% of such gross proceeds      
from the two year anniversary of the closing date until the three year          
anniversary of the closing date and (iv) 30% of such gross proceeds from        
the three year anniversary of the closing date until the six year               
anniversary of the closing date (the "Maximum Indemnity Liability").            

 Except with respect to any claim for Damages by an Indemnitee
arising out of any breach prior to the closing of any representation or         
warranty of the Company made as of the date of the Merger Agreement (a          
"Pre-Closing Claim"), no Imdemnitee is entitled to any indemnification for      
any Damages unless and until the aggregate amount of all Damages incurred       
by the Indemnitee exceeds $3,000,000 (the "Threshold Amount"), after which      
the Indemnitee is entitled to indemnification for all such Damages as well      
as any Damages in excess of the Threshold Amount, subject to the Maximum        
Indemnity Liability. Any claim for indemnification of any Pre-Closing           
Claims are not subject to the Threshold Amount.                                 

With respect to any claim for Damages by an Indemnitee, each
Major Stockholder is only liable or otherwise responsible for such Major        
Stockholders' pro rata portion of such Damages. As determined under the         
Merger Agreement, Zehrer's pro rata portion of indemnifiable damages is         
21.214%.                                                                        

 In order to induce Zehrer to assume its indemnity obligations
under the Merger Agreement, Melvyn Morris, the Chief Executive Officer of       
the Company, agreed to separately indemnify each of Atlas Trust and Zehrer      
pro rata for any indemnification payments they may be obligated to make to      
Parent, up to a maximum of 50% of the gross proceeds Mr. Morris receives in     
the Merger as a result of the exercise and conversion of his stock options      
in the Company.                                                                 

As a condition to the closing of the Merger, the Major      
Stockholders and Parent will enter into an Escrow Agreement pursuant to         
which the Major Stockholders will each deposit with the escrow agent 20% of     
the total number of shares of Parent Common Stock payable to each of the        
Major Stockholders in connection with the Merger (the "Escrow Amount"). The     
Escrow Amount will be available to satisfy the indemnity obligations of the     
Major Stockholders under the Merger Agreement for two years following the       
closing date of the Merger.                                                     

   Pursuant to the Merger Agreement, the directors and officers of
the Merger Sub at the Effective Time of the Merger will be the initial          
directors and officers of the surviving corporation in the Merger. The          
Merger Agreement also provides that the certificate of incorporation of the     
Company will be amended to be in the form attached as an exhibit to the         
Merger Agreement, and the bylaws of Merger Sub, as in effect immediately        
prior to the Effective Time of the Merger, will be the bylaws of the            
surviving corporation in the Merger.                                            

As a condition to its willingness to enter into the Merger  
Agreement, Parent has required as a condition to closing that Zehrer shall      
have executed and delivered a noncompetition agreement in favor of Parent       
and its respective affiliates and subsidiaries (the "Zehrer Noncompetition      
Agreement"). Subject to the terms of the Zehrer Noncompetition Agreement,       
Zehrer is expected to be generally restricted from competing in the             
business of providing online dating and match-making services in the United     
States and the United Kingdom for a period of two years following the           
Effective Time. The Company is required to pay Zehrer $750,000 for his          
agreements under the Zehrer Noncompetition Agreement and shall make such        
payment to Zehrer within five days of the Effective Time.                       

As a condition to its willingness to enter into the Merger  
Agreement, Parent, Atlas Trust and Zehrer entered into a Stockholders'          
Agreement, dated as of December 19, 2002 (the "Stockholders' Agreement"),       
pursuant to which, among other things, Atlas Trust and Zehrer each executed     
and delivered to Parent an irrevocable proxy (the "Irrevocable Proxy").         
Pursuant to the Irrevocable Proxy, Atlas Trust and Zehrer each appointed        
Parent as their proxy with the power to vote, at any meeting of the holders     
of the Shares, or in any other circumstance upon which the vote or other        
approval of holders of Company Common Stock is sought, all of their Shares:     
(x) in favor of the adoption of the Merger Agreement and any actions            
required in furtherance of the transactions contemplated by the Merger          
Agreement and the Stockholders' Agreement; (y) against any action or            
agreement that would result in a breach in any material respect of any          
covenant, representation or warranty or any other material obligation or        
agreement of the Company under the Merger Agreement; and (z) against the        
following actions (other than the Merger and the transactions contemplated      
by the Merger Agreement): (A) any Takeover Proposal other than a Takeover       
Proposal with Parent or any affiliate thereof and (B) to the extent that        
such (1) are intended to, or could reasonably be expected to, impede,           
interfere with, delay, postpone, or materially adversely affect the Merger      
or the transactions contemplated by the Merger Agreement or the                 
Stockholders' Agreement or (2) are intended to, or could reasonably be          
expected to, implement or lead to any Takeover Proposal (other than a           
Takeover Proposal with Parent or any affiliate thereof): (I) any change in      
a majority of the persons who constitute the board of directors of the          
Company; (II) any change in the present capitalization of the Company or        
any amendment of the Company's certificate of incorporation or bylaws; or       
(III) any other material change in the Company's corporate structure or         
business. From the execution of the Stockholders' Agreement until the first     
to occur of the Effective Time or the date on which the Merger Agreement is     
terminated, neither Major Stockholder shall enter into any agreement,           
arrangement or understanding with any Person or entity to take any of the       
actions described in clause (y) or (z) of the foregoing sentence, or the        
effect of which would be inconsistent with or violate the provisions and        
agreements of the Stockholders' Agreement relating to the Irrevocable           
Proxy. Nothing in the Stockholders' Agreement shall in any way restrict or      
limit Zehrer from taking any action in their capacity as a director or          
officer of the Company or otherwise fulfilling their fiduciary obligations      
as a director or officer of the Company.                                        

   Pursuant to the Stockholders' Agreement, Atlas Trust and Zehrer
also agreed, that prior to the first to occur of the Effective Time or          
termination of the Merger Agreement, they shall not directly or indirectly      
without the consent of Parent, in respect of any Takeover Proposal or           
otherwise: (A) offer for sale, sell, transfer, tender, pledge, encumber,        
assign or otherwise dispose of, or enter into any contract, option or other     
arrangement or understanding with respect to or consent to the offer for        
sale, sale, transfer, tender, pledge, encumbrance, assignment or other          
disposition of, any or all of their Shares or any interest therein, (B)         
grant any proxies or powers of attorney, deposit any of their Shares into a     
voting trust or enter into a voting agreement with respect to any of their      
Shares, (C) enter into any agreement or arrangement providing for any of        
the actions described in clause (A) or (B) above or (D) take any action         
that could reasonably be expected to have the effect of preventing or           
disabling them from performing their obligations under this Agreement.          

   Pursuant to the Stockholders' Agreement, the Major Stockholders
also agreed to pay to Parent in immediately available funds any Profit (as      
defined below) realized if the Merger Agreement is terminated pursuant to       
Sections 9.1(f) or 9.1(g) thereof (a "Triggering Termination") and any of a     
Stockholders' Shares are sold, transferred, exchanged, canceled or disposed     
of in connection with, or as a result of, any Takeover Proposal that is in      
existence on, or that has been otherwise made prior to, the nine month          
anniversary of the date of the Triggering Termination (an "Alternative          
Disposition"). "Profit" means an amount equal to the excess, if any, of (i)     
the Alternative Transaction Consideration over (ii) the Current Transaction     
Consideration. "Alternative Transaction Consideration" means all cash,          
securities, settlement or termination amounts, notes or other debt              
instruments, and other consideration received or to be received, directly       
or indirectly, by such Stockholder and his affiliates in connection with or     
as a result of such Alternative Disposition as a part of or in connection       
with the Alternative Disposition or associated Takeover Proposal. "Current      
Transaction Consideration" means all amounts payable directly or indirectly     
by Parent to the Stockholder in respect of his Shares pursuant to Article       
II of the Merger Agreement, determined based on the average closing price       
of Parent Common Stock on the NASDAQ National Market System for the seven       
trading day period ending on the trading day prior to the date of the           
Triggering Termination.                                                         

  Pursuant to the Stockholders' Agreement, if Parent agrees with
the Company and/or its stockholders to increase the amount of the Merger        
Consideration to be paid by Parent for the Shares (a "Second Transaction"),     
then, as may be requested by Parent, (i) the Major Stockholders shall           
either execute and deliver to Parent such documents or instruments as may       
be necessary to waive the right to receive the amount of such increase to       
the extent that such increase would result in any Second Transaction Profit     
(as defined below) or (ii) the Major Stockholders shall each tender and         
pay, or cause to be tendered and paid, to Parent, or its designee, in           
immediately available funds and promptly after receipt thereof, the Profit      
realized from such Second Transaction. "Second Transaction Profit" means an     
amount equal to the excess, if any, of (y) the Second Transaction               
Consideration over (z) the Current Transaction Consideration. "Second           
Transaction Consideration" shall mean all cash, securities, settlement or       
termination amounts, notes or other debt instruments, and other                 
consideration received or to be received, directly or indirectly, by the        
Major Stockholders in connection with or as a result of the Second              
Transaction as a part of or in connection with the Second Transaction.          

Pursuant to the Stockholders' Agreement, from and after the 
Effective Time, each Major Stockholder agreed to finally and forever            
release Parent and the Company, and their respective successors, assigns,       
officers, directors, agents, servants, employees and all affiliates and         
subsidiaries, past and present, of Parent and the Company (the "Releasees")     
from each and every agreement, commitment, indebtedness, obligation and         
claim of every nature and kind whatsoever, known or unknown, suspected or       
unsuspected (each, a "Claim" and collectively, the "Claims") that (A) each      
Major Stockholder may have had in the past, may have as of the date hereof      
or, to the extent arising from or in connection with any act, omission or       
state of facts taken or existing on or prior to the date hereof, may have       
after the date hereof against any of the Releasees and (B) has arisen or        
arises directly out of, or relates directly to, either Major Stockholder's      
interest as a stockholder, director, officer and/or employee of the Company     
or any of its subsidiaries, except (x) such Claims as are contemplated by       
the Stockholders' Agreement, the Merger Agreement, the escrow agreement to      
be entered into at the closing and the transactions contemplated hereby and     
thereby, (y) Claims for indemnification that either Major Stockholder may       
have under the Company's certificate of incorporation or bylaws or any          
indemnification agreements between either Major Stockholder and the             
Company, and (z) claims for the reimbursement of costs and expenses in          
accordance with the Company's policies incurred by either Major Stockholder     
in his capacity as a director of the Company.                                   

   Pursuant to the Stockholders' Agreement, each Major Stockholder
acknowledged that, except for any shares that will comprise the Escrow          
Amount, the shares of Parent Common Stock issued to such Stockholder by         
virtue of the Merger (all of such shares being the "Parent Shares") will be     
subject to a lock-up and agreed that such Major Stockholder will not offer      
to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or       
grant any rights with respect to his, her or its Parent Shares for a period     
commencing on the Closing Date and continuing until the date that is the        
three-month anniversary of the Closing Date (the "Lock-Up Period"). Each        
Major Stockholder consented to the entry of stop transfer instructions by       
Parent's transfer agent and registrar prohibiting the transfer of any           
Parent Shares during the Lock-Up Period.                                        

On December 19, 2002, the Board of Directors of the Company 
agreed to pay Zehrer $10,000 a month in connection with consulting services     
to be rendered prior to the Effective Time, provided, however, that such        
consulting fee shall accrue immediately but shall only be payable if the        
transactions contemplated by the Merger Agreement are not consummated.          

A copy of the Stockholders' Agreement is attached hereto as 
Exhibit B and is specifically incorporated herein by reference, and the         
description herein of the Stockholders' Agreement is qualified in its           
entirety by reference to such Stockholders' Agreement.                          

  There can be no assurance that the Merger will be completed on
the terms set forth in the Merger Agreement or otherwise. If the Merger is      
not consummated on the terms set forth in the Merger Agreement, Zehrer          
reserves the right to formulate other plans and/or make other proposals,        
and take such actions with respect to the Shares, including any or all of       
the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule       
13D and any other actions as it may determine.                                  

ITEM 5    Contracts, Arrangements, Understandings or Relationships with         
  --------------------------------------------------------------
Respect to Securities of the Issuer                         
-----------------------------------                         

  Item 5 is hereby amended to add the following: The information
set forth in Item 4 to this Amendment No. 1 is incorporated herein by           
reference.                                                                      

By reason of the Stockholders' Agreement and the Irrevocable
Proxy, Parent may be deemed to be the beneficial owner of, in the               
aggregate, 6,100,505 shares of Company Common Stock owned of record by          
Zehrer and subject to the Stockholders' Agreement, and may be deemed to         
have shared power to vote or direct the vote of such shares of Company          
Common Stock and shared power to dispose or direct the disposition of such      
shares of Company Common Stock. Such shares represent approximately 24.2%       
of the issued and outstanding shares of Common Stock of the Company.            

ITEM 6    Material to Be Filed as Exhibits                                      
--------------------------------                            

Exhibit A --  Agreement and Plan of Merger among USA                        
    Interactive, Geffen Acquisition Sub Inc., uDate.com,
    Inc. and, for purposes of Section 7.8 and Articles X
   and XI thereof, Terrence Lee Zehrer and Atlas Trust
    Company (Jersey) Limited, as trustee of the Internet
   Investments Inc. Employee Shares Trust, dated as of
December 19, 2002.*                             

Exhibit B --  Stockholders' Agreement, dated as of the 19th day             
of December, 2002, by and among USA Interactive,
    Terrence Lee Zehrer and Atlas Trust Company (Jersey)
Limited, a Jersey trust company, as trustee of  
Internet Investments Inc. Employee Shares Trust.

*       Incorporated by reference to the Current Report on Form 8-K         
filed by the Issuer on December 23, 2002.                   

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SIGNATURE     

After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is          
true, complete and correct.                                                     

                                   /s/ Terrence Lee Zehrer
                                   ---------------------------
                           Terrence Lee Zehrer

Dated:  December 23, 2002                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/23/02		4		5			8-K,  SC 13D/A
		12/19/02		1		4			425,  8-K,  DEFA14A
		3/19/02		4					SC 13D
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