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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 1999
Ticketmaster Online-CitySearch, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25041 95-4546874
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
790 E. Colorado Boulevard, Suite 200, Pasadena, CA 91101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 405-0050
Item 5. Other Events
On July 19, 1999, the Registrant issued a press release announcing the
signing of an agreement with Microsoft Corporation ("Microsoft") pursuant to
which the Registrant will acquire the entertainment city guide portion of
MSN(TM) Sidewalk(R). The full text of the press release is set forth in Exhibit
99.1 hereto and is incorporated in this Report as if fully set forth herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. Description
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<S> <C>
99.1 Press Release dated July 19, 1999
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SIGNATURES
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 hereunto duly authorized.
TICKETMASTER ONLINE-CITYSEARCH, INC.
Date: August 3, 1999 By: /s/ Tom McInerney
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Tom McInerney
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit No. Description
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<S> <C>
99.1 Press Release dated July 19, 1999
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EXHIBIT 99.1
MICROSOFT AND CITYSEARCH ENTER BROAD-SCALE RELATIONSHIP INCLUDING ACQUISITION
OF ENTERTAINMENT CITY GUIDE PORTION OF MSN SIDEWALK
MSN EXPANDS DISTRIBUTION OF MSN YELLOW PAGES AND MSN BUYING GUIDES; CITYSEARCH
BECOMES PREMIER PROVIDER OF LOCAL ENTERTAINMENT, ONLINE TICKETING AND
PERSONALS FOR MSN
REDMOND, WASH., AND PASADENA, CALIF. -- JULY 19, 1999 -- Microsoft Corp.
(Nasdaq "MSFT") and Ticketmaster Online-CitySearch (Nasdaq "TMCS") today
announced a broad, long-term relationship in which Microsoft has agreed to
sell the entertainment city guide portion of MSN-TM- Sidewalk-Registered
Trademark-to TMCS for a combination of TMCS stock and warrants. At the same
time, Microsoft will focus on MSN commerce, extending its MSN Yellow Pages,
MSN Buying Guides and MSN shopping services. TMCS will develop a special
version of its CitySearch local arts and entertainment city guide service to
be delivered to consumers through a newly created MSN local channel and
through the current "MSN Entertainment" channel on MSN.com.
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Under the terms of the agreements, Microsoft will take an initial 9
percent stake in Ticketmaster Online-CitySearch that could go as high as 13
percent with warrant exercise, becoming the largest external shareholder of
the company excluding USA Networks Inc. (Nasdaq "USAI").
The agreement between Microsoft and TMCS enables both companies to focus
and further develop Internet strategies that are core to their individual
businesses. MSN will strengthen its services to give consumers and businesses
tools for communicating and conducting commerce online. For example, MSN will
deepen its efforts to develop a leading Yellow Pages service, which will
allow advertisers to target consumers when they're ready to buy.
Under the deal, CitySearch expands distribution of its leading city
guide services by becoming the exclusive provider of arts and entertainment
city guides and the primary provider of online ticketing and personals on the
Microsoft MSN Network, and CitySearch will also gain distribution on
WebTV-Registered Trademark-. Through the acquisition of the arts and
entertainment portion of MSN Sidewalk, TMCS accelerates the rollout of the
CitySearch city guides to a national audience, expanding from 33 cities to 77
cities worldwide. This deal is expected to increase the reach of TMCS's
current properties by more than 40 percent.
"MSN is focused on building content and services that map directly to
what our consumer and business customers are looking for from the Internet,"
said Matt Kursh, business unit manager of MSN. "Our relationship with
CitySearch helps us as we focus on those initiatives that are core to our
future, such as bringing consumers and businesses together for extended
communications and commerce opportunities. We're confident
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CitySearch will complement our strategy by delivering fantastic local
entertainment services to our consumers."
"We think that this is a terrific deal for both companies and for the
consumers and merchants we serve," said Charles Conn, CEO of Ticketmaster
Online-CitySearch. "It will allow us to more quickly reach our city expansion
goals, to add a high-quality distribution relationship with MSN, and
ultimately to better help our consumers get things done locally."
MSN AND TMCS TEAM TO DELIVER LOCAL CHANNEL ON MSN
On the heels of the introduction of new channels MSN Health and MSN
Careers, MSN builds expanded local programming into the network through a new
local channel on MSN.com. The new channel, scheduled to be available this
fall at http://www.msn.com/, will feature localized content and transactional
services for consumers and businesses nationwide. CitySearch will play a key
role in developing content for the new channel, such as information on
leisure activities, event ticketing, places to go and other local
information. The new MSN channel will also feature localized services
including those previously branded under Sidewalk, such as MSN Yellow Pages,
MSN Buyer's Guides, as well as Microsoft Services including, MSN
CarPoint-TM-, MSN HomeAdvisor-TM- and MSNBC news.
Ticketmaster Online-CitySearch will deliver substantial entertainment and
leisure content and programming across MSN and the WebTV Network-TM-. TMCS will
offer a direct link to Ticketmaster Online under the new "Buy Event Tickets"
section on MSN.com. This will allow MSN users to purchase online event tickets
for more than
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250,000 Ticketmaster events annually. In addition, Match.Com, a service of
TMCS, will become the premier provider of online personals and matchmaking
services on MSN. The relationship between MSN and TMCS marks one the deepest
distribution agreements to date for the two companies, bringing event
ticketing, career services and entertainment content to consumers and
businesses across the MSN and Ticketmaster Online-CitySearch sites.
TERMS OF RELATIONSHIP
Under the terms of the agreements, Ticketmaster Online-CitySearch will
pay Microsoft 7 million TMCS Class B common shares, valued at approximately
$240 million, and 4.5 million warrants to acquire Class B shares. Three
million of the warrants have an initial exercise price of $30 per share. One
and a half million of the warrants have a fixed exercise price of $60 per
share. This transaction is subject to regulatory approvals and other closing
conditions.
ABOUT MSN
MSN is a network of services, located on the Web at MSN.COM
(http://msn.com/), that helps people easily stay in touch with friends and
colleagues, make smart and secure purchasing decisions, and get more done.
MSN offers award-winning e-mail functionality; personal communications
services; wireless services information; customizable access to news; popular
sites for travel, investing, automotive services, shopping and more; an
online community; a Web search engine and directories; and top-rated Internet
access.
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ABOUT TICKETMASTER ONLINE-CITYSEARCH
Ticketmaster Online-CitySearch (Nasdaq "TMCS") is a leading provider of
practical tools for living that make the Internet an indispensable part of
people's everyday lives. The TMCS family of Web sites includes CitySearch
local city guides (www.citysearch.com), Ticketmaster Online
(www.ticketmaster.com), CityAuction (www.cityauction.com), Match.Com
(www.match.com), and LiveDaily (www.livedaily.com). TMCS has also agreed to
add One & Only Network (www.oneandonly.com) to the TMCS family later this
summer. Combined, these Web sites provide information and facilitate
widespread local transactions to help people save time and money in their
local communities. TMCS is located in Pasadena, Calif.
ABOUT MICROSOFT
Founded in 1975, Microsoft (Nasdaq "MSFT") is the worldwide leader in
software for personal computers. The company offers a wide range of products
and services for business and personal use, each designed with the mission of
making it easier and more enjoyable for people to take advantage of the full
power of personal computing every day.
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Microsoft, MSN, WebTV Network, CarPoint and HomeAdvisor are either registered
trademarks or trademarks of Microsoft Corp. in the United States and/or other
countries.
Ticketmaster Online-CitySearch is the owner or licensee of its name and logo
trademarks and service marks.
Other product and company names herein may be trademarks of their respective
owners.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements about Ticketmaster
Online-CitySearch, Inc. (the "Company"), including those concerning its
future product plans. These forward-looking statements involve risks and
uncertainties. The Company's actual results could differ materially from
these statements. Among the risks and uncertainties that could adversely
affect the Company's actual results are: the limited operating history and
early development stage of the Company; the absence of history of
Ticketmaster Online as an independent company; the Company's lack of
profitability and anticipation of continued losses; the Company's dependence
on its relationship with Ticketmaster Corporation; control of the Company by
USA Networks, Inc.; the potential for conflicts of interest; the fact that
the license agreement between USA Networks, Ticketmaster Corporation and the
Company is subject to certain limitations that are contained therein;
possible future sales of the Company's securities by USA Networks, Inc.;
company integration risks; the Company's dependence on increased ticket
sales; the Company's future capital needs and the uncertainty of additional
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financing; the unpredictability and potential fluctuations in future revenues
and operating results. Investors are encouraged to read the risks and
uncertainties detailed in the Company's filing with the Securities and
Exchange Commission on Form S-1
FOR MORE INFORMATION, PRESS ONLY:
Samantha Steinwinder, Shandwick International for Microsoft, (425) 452-5419;
[email protected]
Nancy Scott Lyon, Ticketmaster Online-CitySearch, (626) 660-2530;
[email protected]
Sara Strickland, Ticketmaster Online-CitySearch, (626) 660-2758;
[email protected]
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