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PROSPECTUS SUPPLEMENT
The attached constitutes a supplement (the "Prospectus Supplement") to that
certain Prospectus dated May 5, 1999 (the "Prospectus") filed as part of the
Registration Statement on Form S-8/S-3 (SEC File No. 333-77797) filed by
Ticketmaster Online--CitySearch, Inc. with the Securities and Exchange
Commission on May 5, 1999 (the "Registration Statement").
Except as specifically supplemented hereby, the Prospectus has not
fundamentally changed.
This Prospectus Supplement is being filed under Rule 424(b)(3) of the
Securities Act of 1933 as part of the Registration Statement.
The date of this Prospectus Supplement is January 19, 2000
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The Section of the Prospectus titled "Plan of Distribution" is hereby
supplemented by adding the following sentence:
The Selling Stockholders may also enter into exchange-traded options.
As supplemented, the Section of the Prospectus titled "Plan of Distribution"
reads in its entirety as follows:
PLAN OF DISTRIBUTION
Ticketmaster Online-CitySearch has been advised by the Selling Stockholders
that they intend to sell all or a portion of the shares offered hereby from
time to time in the Nasdaq National Market and that sales will be made at
prices prevailing in the Nasdaq National Market at the times of such sales.
As used herein, "Selling Stockholders" includes donees and pledgees selling
shares received from a Selling Stockholder after the date of this Prospectus.
The Selling Stockholders may also make private sales directly or through a
broker or brokers, who may act as agent or as principal. Further, the Selling
Stockholders may choose to dispose of the shares offered hereby by gift to a
third party or as a donation to a charitable or other non-profit entity. In
connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act. The Selling Stockholders may also enter into
exchange-traded options.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders and, if such broker acts as agent
for the purchaser of such shares, from such purchaser.
Usual and customary brokerage fees will be paid by the Selling Stockholders.
Broker-dealers may agree with the Selling Stockholders to sell a specified
number of shares at a stipulated price per share, and, to the extent such a
broker-dealer is unable to do so acting as agent for the Selling
Stockholders, to purchase as principal any unsold shares at the price
required to fulfill the broker-dealer commitment to the Selling Stockholders.
Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market, in negotiated transactions or otherwise at market prices prevailing
at the time of sale or at negotiated prices, and in connection with such
resales may pay to or receive from the purchasers of such shares commissions
computed as described above.
Ticketmaster Online-CitySearch has advised the Selling Stockholders that
Regulation M promulgated under the Exchange Act may apply to sales in the
market and has informed them of the possible need for delivery of copies of
this Prospectus. The Selling Stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
Any commissions paid or any discounts or concessions allowed to any
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such broker-dealers, and, if any such broker-dealers purchase shares as
principal, any profits received on the resale of such shares, may be deemed
to be underwriting discounts and commissions under the Securities Act.
Upon Ticketmaster Online-CitySearch's being notified by the Selling
Stockholders that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a cross or block trade, a
supplemental prospectus will be filed under Rule 424(c) under the Securities
Act, setting forth the name of the participating broker-dealer(s), the number
of shares involved, the price at which such shares were sold by the Selling
Stockholders, the commissions paid or discounts or concessions allowed by the
Selling Stockholders to such broker-dealer(s), and where applicable, that
such broker-dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale pursuant to
Rules 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated), including any
person who may be deemed to be an "affiliate" of Ticketmaster
Online-CitySearch, is entitled to sell within any three month period
"restricted shares" beneficially owned by him or her in an amount that does
not exceed the greater of (i) 1% of the then outstanding shares of Class B
Common Stock or (ii) the average weekly trading volume in shares of Class B
Common Stock during the four calendar weeks preceding such sale, provided
that at least one year has elapsed since such shares were acquired from
Ticketmaster Online-CitySearch or an affiliate of Ticketmaster
Online-CitySearch. Sales are also subject to certain requirements as to the
manner of sale, notice and availability of current public information
regarding Ticketmaster Online-CitySearch. However, a person who has not been
an "affiliate" of Ticketmaster Online-CitySearch at any time within three
months prior to the sale is entitled to sell his or her shares without regard
to the volume limitations or other requirements of Rule 144, provided that at
least one year has elapsed since such shares were acquired from Ticketmaster
Online- CitySearch or an affiliate of Ticketmaster Online-CitySearch.
There can be no assurance that the Selling Stockholders will sell any or all
of the shares of Common Stock offered hereunder.
