<PAGE>   1
 
================================================================================
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
 
(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
 
             FOR THE TRANSITION PERIOD FROM             TO
 
                               COMMISSION FILE NUMBER
                                       0-21631
 
                              TICKETMASTER GROUP, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   ILLINOIS                                     36-3597489
       (STATE OR OTHER JURISDICTION OF                       I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
    8800 SUNSET BOULEVARD, WEST HOLLYWOOD,                        90069
                   CALIFORNIA                                   (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
                                 (310) 360-6000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                                (NOT APPLICABLE)
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]
 
 The number of shares outstanding of the registrant's Common Stock as of April
                            30, 1997 was 24,739,715.
 
================================================================================
<PAGE>   2
 
                            TICKETMASTER GROUP, INC.
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                  <C>
PART I. FINANCIAL INFORMATION
  Item 1. Financial Statements
     Independent Auditors' Review Report...........................................      2
     Consolidated Balance Sheets -- January 31, 1997 and April 30, 1997............      3
     Consolidated Statements of Operations -- Three months ended April 30, 1996 and
      1997.........................................................................      4
     Consolidated Statements of Cash Flows -- Three months ended April 30, 1996 and
      1997.........................................................................      5
     Condensed Notes to Consolidated Financial Statements..........................      7
  Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations.................................................................      9
PART II. OTHER INFORMATION
  Item 1. Legal Proceedings........................................................     15
  Item 6. Exhibits and Reports on Form 8-K.........................................     15
     Signatures....................................................................     16
</TABLE>
 
                                        1
<PAGE>   3
 
                      INDEPENDENT AUDITOR'S REVIEW REPORT
 
The Board of Directors
Ticketmaster Group, Inc.:
 
     We have reviewed the consolidated balance sheet of Ticketmaster Group, Inc.
and subsidiaries as of April 30, 1997, the consolidated statements of operations
for the three month periods ended April 30, 1996 and 1997, and the related
statements of cash flows for the three month periods ended April 30, 1996 and
1997. These consolidated financial statements are the responsibility of the
Company's management.
 
     We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
 
     Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
 
     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Ticketmaster Group, Inc. and
subsidiaries as of January 31, 1997, and the related consolidated statements of
operations, shareholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated March 12, 1997, except for Notes 13
and 14, which are as of April 17, 1997, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information set
forth in the accompanying consolidated balance sheet as of January 31, 1997, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
 
                                          KPMG Peat Marwick LLP
 
Los Angeles, California
June 6, 1997
 
                                        2
<PAGE>   4
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                      JANUARY 31,      APRIL 30,
                                                                         1997            1997
                                                                      -----------     -----------
                                                                                      (UNAUDITED)
<S>                                                                   <C>             <C>
Current assets:
  Cash and cash equivalents.........................................   $   60,880      $  100,206
  Accounts receivable, ticket sales.................................       12,014          14,799
  Accounts receivable, other........................................        8,884          10,779
  Inventory.........................................................        4,093           4,281
  Prepaid expenses..................................................        8,079           9,396
                                                                       ----------      ----------
          Total current assets......................................       93,950         139,461
Property, equipment and leasehold improvements, net.................       32,923          38,635
Investments in and advances to affiliates...........................        7,308           7,890
Cost in excess of net assets acquired, net..........................       65,074          85,810
Intangible and other assets, net....................................       26,031          32,292
Deferred income taxes, net..........................................        3,948           3,908
                                                                       ----------      ----------
                                                                       $  229,234      $  307,996
                                                                       ==========      ==========
                              LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt.................................   $      190      $      397
  Accounts payable, trade...........................................       10,767          10,239
  Accounts payable, clients.........................................       35,842          77,112
  Accrued expenses..................................................       16,863          23,084
  Deferred revenue..................................................        9,233          12,358
                                                                       ----------      ----------
          Total current liabilities.................................       72,895         123,190
Long-term debt, net of current portion..............................      127,514         137,995
Deferred rent and other.............................................        7,400           7,393
Minority interests..................................................           80              73
Shareholders' equity:
  Preferred stock...................................................           --              --
  Common stock, no par value, authorized 80,000,000 shares, issued
     and outstanding 24,739,715 shares at January 31, and April 30,
     1997, respectively.............................................           --              --
  Exchangeable, Class B common stock of a subsidiary, non-voting,
     non-participating, no par value, issued and outstanding
     1,115,531 shares at April 30, 1997.............................           --          16,175
  Additional paid-in capital........................................      127,466         127,466
  Cumulative currency translation adjustment........................          (53)           (109)
  Accumulated deficit...............................................     (106,068)       (104,187)
                                                                       ----------      ----------
          Total shareholders' equity................................       21,345          39,345
                                                                       ----------      ----------
                                                                       $  229,234      $  307,996
                                                                       ==========      ==========
</TABLE>
 
           See condensed notes to consolidated financial statements.
 
                                        3
<PAGE>   5
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED APRIL
                                                                                30,
                                                                    ---------------------------
                                                                       1996            1997
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
Revenue:
  Ticketing operations............................................  $    44,013     $    67,392
  Concession control systems......................................           --           6,250
  Publications....................................................        1,990           2,967
  Merchandising...................................................          738             394
                                                                    -----------     -----------
                                                                         46,741          77,003
Operating costs, expenses and other items:
  Ticketing operations............................................       27,750          39,105
  Ticketing selling, general and administrative...................        7,825          10,600
  Concession control systems operations...........................           --           3,701
  Concession control systems selling, general & administrative....           --           2,287
  Publications....................................................        4,521           4,723
  Merchandising...................................................          651             350
  Corporate general and administrative............................        4,226           5,121
  Depreciation....................................................        1,350           2,233
  Amortization of goodwill........................................          448           1,028
  Amortization of other...........................................          555           1,667
  Equity in net income of unconsolidated affiliates...............       (1,012)           (656)
                                                                    -----------     -----------
     Operating income.............................................          427           6,844
Other expenses:
  Interest expense, net...........................................        2,912           2,100
  Minority interests..............................................          144              43
                                                                    -----------     -----------
     Income (loss) before income taxes............................       (2,629)          4,701
Income tax (benefit) provision....................................         (650)          2,820
                                                                    -----------     -----------
     Net income (loss)............................................  $    (1,979)    $     1,881
                                                                    ===========     ===========
Net income (loss) per share.......................................  $     (0.13)    $      0.07
                                                                    ===========     ===========
Weighted average number of common shares and exchangeable common
  shares outstanding..............................................   15,310,405      25,483,402
                                                                    ===========     ===========
</TABLE>
 
           See condensed notes to consolidated financial statements.
 
                                        4
<PAGE>   6
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               APRIL 30,
                                                                         ---------------------
                                                                           1996         1997
                                                                         --------     --------
<S>                                                                      <C>          <C>
Cash flows from operating activities:
  Net income (loss)....................................................  $ (1,979)    $  1,881
  Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
     Depreciation and amortization.....................................     2,353        4,928
     Income attributable to minority interests.........................       144           43
     Equity in net income of unconsolidated affiliates.................    (1,012)        (656)
     Deferred income taxes.............................................      (500)          40
     Changes in operating assets and liabilities net of effects from
      purchase of licensees' interests:
       Accounts receivable, ticket sales...............................    (4,745)      (1,769)
       Accounts receivable, other......................................    (1,296)         152
       Inventory.......................................................       174         (188)
       Prepaid expenses................................................      (335)        (562)
       Accounts payable, trade.........................................       (61)      (1,982)
       Accounts payable, clients.......................................    10,848       26,863
       Accrued expenses................................................     1,978        4,187
       Deferred revenue................................................     3,438        2,706
       Deferred rent and other.........................................       525           (7)
                                                                         --------     --------
          Net cash provided by operating activities....................     9,532       35,636
                                                                         --------     --------
Cash flows from investing activities:
  Purchase of property, equipment and leasehold improvements...........    (1,615)      (4,913)
  Payments for investments in affiliates...............................    (1,680)        (451)
  Cash distributions received from affiliates..........................     1,140          525
  Intangible and other assets..........................................       595         (430)
  Payment for acquisitions of licensees' interests, net of cash
     acquired..........................................................    (1,550)        (905)
                                                                         --------     --------
          Net cash used in investing activities........................    (3,110)      (6,174)
                                                                         --------     --------
Cash flows from financing activities:
  Proceeds from long-term debt.........................................     7,839       19,024
  Reduction of long-term debt..........................................      (851)      (9,054)
  Distributions to minority shareholders...............................       (85)         (50)
                                                                         --------     --------
          Net cash provided by financing activities....................     6,903        9,920
                                                                         --------     --------
Effect of exchange rate changes on cash and cash equivalents...........        --          (56)
                                                                         --------     --------
          Net increase (decrease) in cash and cash equivalents.........    13,325       39,326
Cash and cash equivalents, beginning of period.........................    34,004       60,880
                                                                         --------     --------
Cash and cash equivalents, end of period...............................  $ 47,329     $100,206
                                                                         ========     ========
</TABLE>
 
           See condensed notes to consolidated financial statements.
 
                                        5
<PAGE>   7
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS
                                                                      ENDED APRIL 30,
                                                                     -----------------
                                                                      1996       1997
                                                                     ------     ------
<S>                                                                  <C>        <C>
Supplemental disclosures of cash flow information:
          Cash paid during the period for:
            Interest...............................................  $2,908     $2,352
            Income taxes...........................................      73        197
</TABLE>
 
Supplemental schedule of noncash investing and financing activities:
 
     During the quarter ended April 30, 1997, the Company acquired its
licensees' equity interest in the Canadian operations. In conjunction with the
acquisition, liabilities were assumed as follows:
 
<TABLE>
        <S>                                                                  <C>
          Fair value of assets acquired..................................    $51,385
          Cash paid for interests acquired...............................     16,175
          Exchangeable Common Stock (defined in Note 2) issued for
             interests acquired..........................................     16,175
                                                                             -------
                  Liabilities assumed....................................    $19,035
                                                                             =======
</TABLE>
 
           See condensed notes to consolidated financial statements.
 
                                        6
<PAGE>   8
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
(1) BASIS OF PRESENTATION
 
     The accompanying unaudited consolidated financial statements include the
accounts of Ticketmaster Group, Inc. and subsidiaries (the "Company") for the
three months ended April 30, 1996 and 1997, and have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the rules and regulations of the Securities and Exchange Commission. The
consolidated balance sheet presented herein for January 31, 1997 was derived
from the Company's audited consolidated financial statements for the fiscal year
then ended. The financial statements presented herein for the three months ended
April 30, 1996 and 1997 include all material adjustments (consisting of normal
and recurring matters) which are, in the opinion of management, necessary for a
fair presentation of the financial position, results of operations and cash
flows for such periods. However, these results are not necessarily indicative of
results for any other interim period or for the results that may be expected for
the full year.
 
     Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Management believes that the disclosures included in the
accompanying interim financial statements and footnotes are adequate to make the
information not misleading, but that they should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1997 (File No.
0-21631).
 
(2) BUSINESS ACQUISITION
 
     Pursuant to an Agreement of Purchase and Sale of Stock, dated as of May 13,
1997 (with effect from March 1, 1997), the Company acquired all of the issued
and outstanding shares of capital stock of its Canadian licensees for a purchase
price of Canadian $44,650,000 (approximately US $32,350,000) consisting of
approximately Canadian $22,325,000 in cash and 1,115,531 non-voting,
non-participating Class B Shares of the Company's new Canadian subsidiary
(Exchangeable Common Stock). This acquisition has been recorded as a purchase
transaction; accordingly, the purchase price was allocated to the net assets
acquired based on their estimated fair market values. Approximately $6.4 million
was allocated to purchased user agreements; the excess of the estimated fair
value of net assets acquired amounted to approximately $20.9 million, which has
been accounted for as goodwill and is being amortized over 30 years using the
straight line method. The accompanying consolidated statements of operations
include the results of operations since the effective date of the acquisition.
Upon the occurrence or satisfaction, as applicable, of certain specified events
and conditions relating to operations in Canada, the purchase price will be
increased by approximately 12.3%, payable on May 1, 1998, 50% in cash and 50% in
additional Class B Shares of the Canadian subsidiary. If increased, the purchase
price will be allocated between purchased user agreements and goodwill. Holders
of the Class B Shares have the right, at any time, to exchange such Class B
Shares for shares of the Company's Common Stock on a one-for-one basis, subject
to adjustment. In addition, the Company has the right to require such exchange
to occur at any time on or after January 1, 2001, or earlier if certain
specified events occur.
 
     The following pro forma information presents a summary of consolidated
results of the Company, the European, Indiana and Pacer/CATS/CCS Joint Ventures,
the Delaware Valley (Philadelphia), Canadian and Mexico licensees and the Texas
and Florida operating subsidiaries for the three months ended April 30, 1996 and
1997 assuming the acquisitions had been made as of February 1, 1996, with pro
forma adjustments to give affect to amortization of goodwill and purchased user
agreements, interest on the related acquisitions and the related income tax
effect utilizing a statutory rate for Federal taxes equal to 34% and for state
and foreign taxes equal to the rate applicable in each jurisdiction. The pro
forma financial information is not necessarily indicative of the results of
operations as they would have been had the transactions been effective on
February 1, 1996.
 
                                        7
<PAGE>   9
 
                            TICKETMASTER GROUP, INC.
                                AND SUBSIDIARIES
 
  CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
 
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED APRIL
                                                                        30,
                                                            ---------------------------
                                                               1996            1997
                                                            -----------     -----------
                                                             (IN THOUSANDS, EXCEPT PER
                                                            SHARE AMOUNTS)
        <S>                                                 <C>             <C>
        Total Revenue.....................................  $    70,396     $    79,454
        Net income (loss).................................         (740)          2,001
        Income (loss) per share...........................        (0.03)           0.08
</TABLE>
 
                                        8
<PAGE>   10
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
 
     The following contains forward-looking statements. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from those anticipated by these
forward-looking statements as a result of various factors. In light of these
risks and uncertainties, there can be no assurance that events anticipated by
the forward-looking statements contained below will in fact transpire.
 
GENERAL
 
     The Company's Managed Businesses are comprised of the Consolidated
Businesses (i.e., its wholly and majority owned subsidiaries) together with the
Unconsolidated Joint Ventures (i.e., those joint ventures in which it acts as
managing partner). The Company seeks to optimize the performance of each of the
Managed Businesses regardless of its percentage ownership. The Company provides
the same scope of ticket inventory control and management, distribution and
dedicated marketing and support services to its joint ventures as it does to its
wholly owned operating subsidiaries. Consequently, certain aspects of the
performance of the Managed Businesses are better understood by measuring their
performance as a whole without regard to the Company's ownership interest. Where
relevant, certain aspects of the performance of the Managed Businesses are also
discussed with regard to the Consolidated Businesses and Unconsolidated Joint
Ventures separately.
 
     All discussion included herein calculates the percentage changes using
actual dollar amounts, versus rounded dollar amounts.
 
                                        9
<PAGE>   11
 
RESULTS OF OPERATIONS
 
FOR THE QUARTER ENDED APRIL 30, 1997 COMPARED WITH THE QUARTER ENDED APRIL 30,
1996
 
     The following tables set forth unaudited operating results for the
Consolidated Businesses and the Unconsolidated Joint Ventures, collectively, the
Managed Businesses. The amounts shown for the Unconsolidated Joint Ventures
represent the full balance for each line item and do not give effect to the
Joint Venture ownership interests held by entities other than the Company.
 
<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED APRIL 30, 1996            THREE MONTHS ENDED APRIL 30, 1997
                                     ------------------------------------------   ------------------------------------------
                                     TICKETMASTER   UNCONSOLIDATED     TOTAL      TICKETMASTER   UNCONSOLIDATED     TOTAL
                                     CONSOLIDATED       JOINT         MANAGED     CONSOLIDATED       JOINT         MANAGED
                                     BUSINESS(1)     VENTURES(2)     BUSINESSES   BUSINESS(1)     VENTURES(2)     BUSINESSES
                                     ------------   --------------   ----------   ------------   --------------   ----------
                                                                         (IN THOUSANDS)
<S>                                  <C>            <C>              <C>          <C>            <C>              <C>
Revenues:
  Ticketing operations.............    $ 44,013        $ 17,785       $  61,798     $ 67,392        $  8,984       $  76,376
  Concession Control Systems.......          --           6,241           6,241        6,250              --           6,250
  Publications.....................       1,990              --           1,990        2,967              --           2,967
  Merchandising....................         738              --             738          394              --             394
                                       --------        --------       ---------     --------        --------       ---------
          Total revenues...........      46,741          24,026          70,767       77,003           8,984          85,987
                                       --------        --------       ---------     --------        --------       ---------
Operating costs:
  Ticketing operations.............      27,750           9,768          37,518       39,105           4,848          43,953
  Ticketing selling, general and
     administrative................       7,825           3,242          11,067       10,600           1,728          12,328
  Concession Control Systems
     operations....................          --           4,234           4,234        3,701              --           3,701
  Concession Control Systems
     selling, general and
     administrative................          --           2,333           2,333        2,287              --           2,287
  Publications.....................       4,521              --           4,521        4,723              --           4,723
  Merchandising....................         651              --             651          350              --             350
  Corporate general and
     administrative................       4,226              --           4,226        5,121              --           5,121
  Depreciation.....................       1,350             697           2,047        2,233             253           2,486
  Amortization of goodwill.........         448              30             478        1,028              --           1,028
  Amortization of other............         555             643           1,198        1,667             457           2,124
                                       --------        --------       ---------     --------        --------       ---------
          Total operating costs....      47,326          20,947          68,273       70,815           7,286          78,101
                                       --------        --------       ---------     --------        --------       ---------
                                           (585)       $  3,079       $   2,494        6,188        $  1,698       $   7,886
                                                       ========       =========                     ========       =========
  Equity in net income of
     unconsolidated affiliates.....      (1,012)                                        (656)
                                       --------                                     --------
  Operating income.................         427                                        6,844
  Interest expense and other.......       3,056                                        2,143
  Income tax (benefit) provision...        (650)                                       2,820
                                       --------                                     --------
Net (loss) income..................    $ (1,979)                                    $  1,881
                                       ========                                     ========
Supplemental information:
     EBITDA(3).....................    $  1,768        $  4,449       $   6,217     $ 11,116        $  2,408       $  13,524
                                       ========        ========       =========     ========        ========       =========
     Attributable EBITDA(4)........                                   $   3,604                                    $  12,201
                                                                      =========                                    =========
     Net cash provided by operating
       activities..................    $  9,532        $  5,627       $  15,159     $ 35,636        $  4,976       $  40,612
     Net cash used in investing
       activities..................      (3,110)         (1,742)         (4,852)      (6,176)           (876)         (7,052)
     Net cash provided by (used in)
       financing activities........       6,903          (1,214)          5,689        9,920          (1,578)          8,342
     Number of tickets sold........      10,466           4,802          15,268       14,808           2,425          17,233
     Gross dollar value of tickets
       sold........................    $292,200        $133,182       $ 425,382     $464,869        $ 67,891       $ 532,760
</TABLE>
 
Notes following
 
                                       10
<PAGE>   12
 
Notes:
 
(1) Defined as results of operations from businesses included in the Company's
    Consolidated Financial Statements included elsewhere in this Form 10-Q,
    which include the accounts of the Company, its wholly owned subsidiaries and
    majority (80% or greater) owned companies and joint ventures. Investments in
    companies and joint ventures, in which ownership ranges from 33 1/3%-50% and
    in which the Company exercises significant influence over operating and
    financial policies, are accounted for using the equity method.
 
(2) Defined as the combined results of operations from unconsolidated ticketing
    joint ventures. Ticketmaster's ownership interest in these businesses range
    from 33 1/3%-50% and are in companies and joint ventures in which
    Ticketmaster exercises significant influence over operating and financial
    policies, and are accounted for under the equity method included in the
    Consolidated Businesses.
 
(3) Defined as revenue less operating costs before interest, taxes, depreciation
    and amortization. Managed Business EBITDA does not represent cash flows from
    operations, as defined by generally accepted accounting principles, and
    should not be considered to be an alternative to net income as an indicator
    of operations performance or to cash flows from operations as a measure of
    liquidity. Management believes that an EBITDA presentation is an important
    factor in evaluating the amount of cash available for repayment of debt,
    future investment, dividends and future distributions.
 
(4) Defined as Ticketmaster's pro rata share in the results of its Consolidated
    Businesses and Unconsolidated Joint Ventures' revenue less operating costs
    before interest, taxes, depreciation and amortization. EBITDA does not
    represent cash flows from operations, as defined by generally accepted
    accounting principles, and should not be considered to be an alternative to
    net income as an indicator of operating performance or to cash flows from
    operations as a measure of liquidity. Management believes that an EBITDA
    presentation is an important factor in evaluating the amount of cash
    available for repayment of debt, future investments, dividends and future
    distributions.
 
CONSOLIDATED BUSINESSES
 
     Ticketing operations revenues increased by $23.4 million, or 53%, to $67.4
million versus $44.0 million for the same quarter of the prior year. The
increase is attributed to an increase of 41% in ticket sales (from 10.5 million
to 14.8 million tickets), an 8% increase in average per ticket operations
revenue (from $4.21 to $4.55) and an increase in sponsorship and promotions
revenue. Increased ticket sales were largely attributed to the acquisition of a
joint venture partner's interest in (and subsequent consolidation of) the
Ticketmaster Europe operations in June 1996 and Ticketmaster-Indiana operations
in November 1996, the acquisition of the Company's Delaware Valley
(Philadelphia) licensee in October 1996 and Canadian licensees in March 1997.
Increased sponsorship and promotions revenue is primarily attributed to an
increase in activity with strategic marketing partners resulting from the
Company's efforts to create integrated marketing opportunities around live
events, its call centers, ticket stock and envelopes and event promotional
material and in additional media outlets such as Ticketmaster Online and
Ticketmaster Travel.
 
     Revenues generated by concession and control systems for the three months
ended April 30, 1997 are included in Consolidated Businesses while the revenues
generated for the three months ended April 30, 1996 are included in
Unconsolidated Joint Ventures due to the acquisition of the joint venture
partner's interest on July 29, 1996. Accordingly, the discussion and analysis
included herein is based upon a comparison of Consolidated Businesses to
Unconsolidated Joint Ventures. Revenues remained consistent at $6.2 million in
each period.
 
     Publications revenues increased by $1.0 million, or 49%, to $3.0 million
versus $2.0 million for the same quarter of the prior year. In January 1996, the
Company distributed its first issue of Live! magazine, a monthly consumer
oriented entertainment magazine. Prior to the creation of Live! magazine, the
Company published and distributed an Entertainment Guide without significant
advertising revenue. All existing subscription holders of the Entertainment
Guide automatically became subscription holders of Live! magazine. The
 
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<PAGE>   13
 
subscription rate for Live! magazine exceeded the subscription rate for the
Entertainment Guide. The increase is attributed to both higher annual
subscription rates and a modest increase in the subscriber base.
 
     Ticketing operations costs increased by $11.4 million, or 41%, to $39.1
million versus $27.8 million for the same quarter of the prior year. This
increase is attributed to the increase in ticketing operations revenue as these
costs are primarily variable in nature. Ticketing operations costs decreased as
a percentage of ticket operations revenues to 58% from 63%. Much of this
decrease is attributed to operating efficiencies and increased revenues
generated from sponsorship and promotion activity which yields higher margins.
 
     Ticketing selling, general & administrative costs increased by $2.8
million, or 35%, to $10.6 million versus $7.8 million for the same quarter of
the prior year. The increase was largely attributed to the increase in markets
serviced by Consolidated Businesses resulting from the acquisitions of a joint
venture partner's interest in (and subsequent consolidation of) the Ticketmaster
Europe operations in June 1996 and Ticketmaster-Indiana operations in November
1996, the acquisition of the Company's Delaware Valley (Philadelphia) licensee
in October 1996 and Canadian licensees in March 1997.
 
     The operating costs of concession and control systems decreased by $0.5
million, or 13%, to $3.7 million included in the Consolidated Businesses from
$4.2 million included in the Unconsolidated Joint Ventures for the same quarter
of the prior year. As a percentage of revenue, these expenses decreased from 68%
to 59%, which decrease is primarily attributed to a combination of product mix
and improvements in the quotation, assembly and delivery processes. The selling,
general and administrative costs of concession and control systems remained
consistent at $2.3 million in each period.
 
     Corporate general & administrative costs increased by $0.9 million, or 21%,
to $5.1 million versus $4.2 million for the same quarter of the prior year. Much
of the increase resulted from increased compensation expense associated with
growth in administrative functions necessary to support the development of the
Company's principal business, and more recent development efforts in
Ticketmaster Publications and Ticketmaster Online.
 
     Depreciation increased by $0.9 million, or 65%, to $2.2 million versus $1.4
million for the same quarter of the prior year. The increase is attributed to
acquisitions (and subsequent consolidation) of interests previously owned by
third parties in Pacer/CATS/CCS and in Ticketmaster's operations in Europe,
Indiana, Delaware Valley (Philadelphia) and Canada.
 
     Amortization of goodwill increased by $0.6 million, or 129%, to $1.0
million versus $0.4 million for the same quarter of the prior year. The increase
is attributed to acquisitions (and subsequent consolidation) of interests
previously owned by third parties in Pacer/CATS/CCS and in Ticketmaster's
operations in Europe, Indiana, Delaware Valley (Philadelphia), Florida, Texas
and Canada.
 
     Other amortization increased by $1.1 million, or 200%, to $1.7 million
versus $0.6 million for the same quarter of the prior year. The increase is
attributed to the acquisitions (and subsequent consolidation) of interests
previously owned by third parties in Ticketmaster's operations in Europe,
Indiana, Delaware Valley (Philadelphia), Florida, Texas and Canada.
 
     Consolidated interest and other expense decreased by $0.9 million, or 30%,
to $2.1 million for the quarter, reflecting lower borrowing levels and lower
cost of capital.
 
     Income tax expense, measured as a percentage of pre-tax income, increased
from a benefit of 25% resulting from pre-tax losses in the first quarter of the
prior year, to 60% of pre-tax income in the first quarter of the current year.
The higher effective tax rate occurred primarily because of the mix of state tax
rates, foreign tax rates and increased non-deductible amortization resulting
from acquisitions.
 
     As a result of the foregoing, the Company had net income of $1.9 million in
the current quarter compared to net losses of $2.0 million for the same quarter
of the prior year.
 
                                       12
<PAGE>   14
 
UNCONSOLIDATED JOINT VENTURES
 
     Ticketing operations revenues decreased by $8.8 million, or 49%, to $9.0
million versus $17.8 million for the same quarter of the prior year. The
decrease is attributed to the reacquisition by the Company of it's partners'
joint venture interests (and thus inclusion of operating results in Consolidated
Businesses rather than Unconsolidated Joint Ventures) in the Ticketmaster Europe
and Indiana operations in June and November 1996, respectively.
 
     Concession and Control Systems became a wholly-owned subsidiary of the
Company on July 29, 1996, the results of which have been discussed in
Consolidated Businesses.
 
     Ticketing operations costs decreased by $4.9 million, or 50%, to $4.8
million versus $9.8 million for the same quarter of the prior year, which is
consistent with the decrease in ticketing operations revenue caused by the
acquisition of certain ticketing businesses discussed above. As a percentage of
ticketing operations revenues, these expenses decreased from 55% to 54%.
 
     Ticketing selling, general & administrative costs decreased by $1.5
million, or 47%, to $1.7 million versus $3.2 million for the same quarter of the
prior year. The decrease is attributed to the reacquisition by the Company of
its partners' joint venture interests (and thus inclusion of operating results
in Consolidated Businesses rather than Unconsolidated Joint Ventures) in the
Ticketmaster Europe and Indiana operations in June and November 1996,
respectively.
 
     Depreciation decreased by $0.4 million or 64% to $0.3 million in the
current year versus $0.7 million for the same quarter of the prior year. The
decrease is attributed to the reacquisition by the Company of it's partners'
joint venture interests (and thus inclusion of operating results in Consolidated
Businesses rather than Unconsolidated Joint Ventures) in Pacer/CATS/CCS and in
the Ticketmaster Europe and Indiana operations in June and November 1996,
respectively.
 
     As a result of the foregoing, net income from Unconsolidated Joint Ventures
decreased by $1.1 million, or 39%, to $1.7 million versus $2.8 million for the
same quarter of the prior year.
 
MANAGED BUSINESSES
 
     Aggregate revenues for the Managed Businesses increased by $15.2 million,
or 22%, to $86.0 million versus $70.8 million for the same quarter of the prior
year. The increase is primarily attributed to an increase of $14.6 million, or
24%, to $76.4 million in ticketing operation revenue.
 
     As a result of the foregoing, EBITDA for the Managed Businesses increased
by $7.3 million, or 118%, to $13.5 million versus $6.2 million for the same
quarter of the prior year.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's primary sources of liquidity are cash flows from operations
and available credit under its revolving bank credit facilities.
 
     Net cash provided by operating activities was $35.6 million in the quarter
ended April 30, 1997 compared with $9.5 million in the quarter ended April 30,
1996. This change primarily reflects an increase in net income and timing of
cash payments to be made to clients.
 
     As of April 30, 1997, the Company had cash and cash equivalents of $23.1
million for its own account, separate from funds held in accounts on behalf of
venues and promoters and working capital of $16.3 million.
 
     Net cash used in investing activities was $6.2 million in the quarter ended
April 30, 1997 compared with $3.1 million in the quarter ended April 30, 1996.
The increase related to payments for improvements made to the Company's recently
acquired corporate headquarters building, equipment and other fixed assets.
 
     Excluding possible acquisitions and formations of new venture investment
activity, the Company's anticipated capital expenditures for the remainder of
fiscal 1998 are expected to include $1.0 million for improvements to its
recently acquired corporate headquarters building, $3.0 million of replacements
or
 
                                       13
<PAGE>   15
 
upgrades of computer equipment, $3.0 million in expanded call center capacity
and additional amounts which management determines are necessary in order to
maintain the Company's competitive position or to otherwise achieve its business
strategies.
 
     Net cash provided by financing activities was $9.9 million in the quarter
ended April 30, 1997 compared to $6.9 million in the quarter ended April 30,
1996. The current period activity is primarily attributed to borrowings for the
Canadian acquisition, while the activity for the same quarter of the prior year
is primarily attributed to borrowings for general business purposes.
 
     Amounts available under the Credit Agreement are limited to the lower of
the commitment amount or a borrowing base calculated as a multiple of cash flows
as defined in the Credit Agreement. As of April 30, 1997, the Company had $121
million in outstanding bank borrowings under its $175 million revolving bank
credit line. Amounts available under the credit line decrease to $165 million as
of December 31, 1997 and reduces further to $150 million as of December 31,
1998. As of April 30, 1997, the borrowing base calculation did not restrict the
Company's availability under the Credit Agreement. The Company's Credit
Agreement contains other covenants and restrictions, as to which the Company was
in compliance at April 30, 1997.
 
     On April 23, 1997, the Company entered into a $9.0 million Promissory Note
secured by a Deed of Trust, the proceeds of which were used to pay-down existing
commitments outstanding under the Company's Credit Agreement.
 
     Also as of April 30, 1997, Pacer/CATS/CCS had indebtedness of $7.5 million
outstanding under a bank term loan, with monthly interest payments only due
through June 1997 and principal and interest payable monthly from July 1997
through June 1999. The loan agreement is secured by all of Pacer/CATS/CCS's
assets and contains certain restrictions and covenants, with which
Pacer/CATS/CCS is in full compliance at April 30, 1997 or has obtained the
necessary waivers from its bank.
 
     The Company anticipates that funds from operations and available credit
from its bank lending facilities will be sufficient to meet its working capital,
capital expenditure and debt service requirements through the end of fiscal
1998. However, to the extent that such funds are insufficient, the Company may
need to incur additional indebtedness and/or refinance existing indebtedness.
The Company's ability to do so may be restricted by borrowing base calculations
and other financial covenants described in the Credit Agreement.
 
                                       14
<PAGE>   16
 
                           PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     The following summarizes certain recent events that have taken place with
respect to the matters described under "Legal Proceedings" in the Company's
Annual Report filed on Form 10-K for the year ended January 31, 1997: (i) with
regard to Ticketmaster Corporation of Washington's (TCW) action against HBI
Financial, Inc. (HBI), on May 23, 1997, the court granted TCW's motion in part
for partial summary judgment and denied HBI's motion for partial summary
judgment. On the same date, the court entered an order authorizing HBI to
immediately appeal the decision, and HBI filed its notice of appeal on June 6,
1997; (ii) with regard to the Company's action against Microsoft, an amended
complaint was filed by the Company on May 9, 1997; and Microsoft filed its
answer, affirmative defenses and counterclaim on May 29, 1997; and (iii) with
regard to the action filed against the Company by Ticketmaster Group Limited
Partnership, the Company's licensee in Maryland, Washington, D.C. and parts of
Virginia, the Company filed its answer, affirmative defenses and counterclaim on
May 5, 1997.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits:
 
<TABLE>
        <S>       <C>
        10.45     Employment Agreement dated as of May 2, 1997 between the Company and Terry
                  Barnes(1)
        10.46     Amendment No. 1 to Employment Agreement dated as of May 15, 1997 between
                  the Company and Alan Citron(1)
        11.1      Computation of Earnings Per Share
</TABLE>
 
---------------
 
        (1) Management contract or compensatory plan or arrangement.
 
     (b) Reports on Form 8-K
 
        A Form 8-K was filed on May 28, 1997 in regards to the acquisition of
        Ticketmaster Canada Holdings Ltd.
 
        A Form 8-K/A was filed on June 12, 1997 in regards to the acquisition of
        Ticketmaster Canada Holdings Ltd.
 
                                       15
<PAGE>   17
 
                                   SIGNATURE
 
     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 thereunto duly authorized.
 
                                          TICKETMASTER GROUP, INC.
 
Date: June 13, 1997                       By: /s/ PETER B. KNEPPER
                                            Peter B. Knepper
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                              Officer)
 
                                          By: /s/ NED S. GOLDSTEIN
                                            Ned S. Goldstein
                                            Senior Vice President
                                            and General Counsel
                                            (Duly Authorized Officer)
 
                                       16