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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______________)*
Ticketmaster Online-CitySearch, Inc.
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(Name of Issuer)
Class B Common Stock
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(Title of Class of Securities)
88633P 20 3
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(CUSIP Number)
12/02/98
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall 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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall 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 shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 4
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CUSIP No. 88633P 20 3
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KnowWare
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)...................................................................
(b)...................................................................
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3. SEC Use Only
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4. Citizenship or Place of Organization
California, United States of America
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Number of 5. Sole Voting Power 550,000...........................
Shares Bene- -------------------------------------------------------------
ficially 6. Shared Voting Power 0................................
Owned by Each -------------------------------------------------------------
Reporting 7. Sole Dispositive Power 550,000........................
Person With: -------------------------------------------------------------
8. Shared Dispositive Power 0 ...........................
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 550,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.3%
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12. Type of Reporting Person (See Instructions) CO
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Page 2 of 4
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ITEM 1.
(a) Name of Issuer: Ticketmaster Online-CitySearch, Inc.
(b) Address of Issuer's Principal Executive Offices:
790 E. Colorado Blvd., Ste. 200, Pasadena, CA 91101
ITEM 2.
(a) Name of Person Filing: KnowWare
(b) Address of Principal Business Office or, if none, Residence:
440 Mission Court, Suite 240, Fremont, CA 94539
(c) Citizenship: California, United States of America
(d) Title of Class of Securities: Class B Common Stock
(e) CUSIP Number: 88633P 20 3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount of beneficially owed: 550,000*
(b) Percent of class: 6.3%**
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 550,000
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of: 550,000
(iv) Shared power to dispose or to direct the disposition of: 0.
* The 550,000 shares of Class A Common Stock are convertible into Class B
Common Stock at any time at the election of the stockholder.
** 6.3% of the outstanding shares of Class B Common Stock of Issuer based on
8,167,000 shares of Issuer's Class B Common Stock outstanding as of December
31, 1998, according to Issuer's transfer agent, ChaseMellon Shareholder
Services, LLC.
Page 3 of 4
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 17, 1999
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Date
/s/ Ben Elizer
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Signature
Ben Elizer, Chairman and Chief Financial Officer
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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