TICKETMASTER ONLINE CITYSEARCH INC
8-K, EX-99.1, 2000-06-05
COMPUTER PROCESSING & DATA PREPARATION
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         [TICKETMASTER.COM LOGO]                [CITYSEARCH.COM LOGO]



For Release Tuesday, May 30, 2000, 6:30 a.m. (EST)

                 TICKETMASTER ONLINE-CITYSEARCH, INC. ANNOUNCES
                        ACQUISITION OF TICKETWEB, INC.
     TICKETWEB ADDS DOMESTIC AND INTERNATIONAL TICKETING PRESENCE WITH SMALL
             AND MEDIUM VENUES, TOGETHER WITH ASP TICKETING SOLUTION

         Pasadena, Calif., May 30, 2000 - Ticketmaster Online-CitySearch, Inc.,
(NASDAQ:TMCS) announced today that it has acquired TicketWeb Inc., a privately
held ticketing company based in Berkeley, California. Under the terms of the
agreement, TicketWeb becomes a wholly owned subsidiary of TMCS in an all-stock
transaction valued at $35.2 million.

The acquisition of TicketWeb significantly expands the range and depth of
CitySearch's move into ticketing for local activities and events. CitySearch
provides a suite of local "get it done" services, from restaurant reservations
to hotel room bookings. Earlier this year, CitySearch initiated entry into
ticketing for small and medium facilities with its acquisition of 2b
Technologies, Inc., the leading museum and cultural event ticketer, and its
trial of an Internet-only, small-venue ticketing product in Seattle. Into this
family of products and services, TicketWeb adds its leading browser-based
ticketing software. TicketWeb will maintain its separate brand, business model
and staff.

"TicketWeb is a terrific strategic fit for CitySearch - it's where the ticketing
business and city guide business meet," said Dan Marriott, Executive Vice
President of Strategy and Development at TMCS. "As a result of this combination,
CitySearch can provide ticketing services for nearly any local activity,
including those with reserved seating. TicketWeb's software also attracts the
types of clients that match up well with our editorial listings - the local
activities that our customers tend to look for when they are deciding what to do
over the weekend, such as symphony concerts, clubs, museum exhibitions,
amusement


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parks and film festivals. In addition, we believe that we can accelerate the
growth of this business by utilizing our existing CitySearch sales force."

TicketWeb has approximately 700 clients, including San Francisco's The Bottom of
the Hill, New York's Bowery Ballroom, Six Flags Magic Mountain, the San
Francisco Symphony, London's Brixton Academy, the San Diego Zoo, New York's
Museum of Modern Art, Bravo Entertainment/Bill Silva Presents and Nobody In
Particular Presents (Colorado's largest independent concert promoter). During
the coming months, TicketWeb events will be integrated into citysearch.com's
city guides.

"We are blown away by the synergies of this deal," said Andrew Dreskin,
President and CEO of TicketWeb. "This transaction allows us to expand our
reach in an accelerated timeframe. It's bringing together the leading city
guides, which feature the hippest and most happening events, with a ticketing
company that handles many of those types of events. It should lead to
significant new revenue opportunities for the combined entity.

"By teaming with CitySearch, we believe our clients will sell substantially
more tickets by gaining exposure on one of the most visited local networks on
the Internet," Dreskin added. "Through CitySearch's sales network, TicketWeb's
reach will also be significantly increased, and our users will have more venues
and events from which to choose. Further, we are technologists, and TMCS is at
the forefront of implementing new web technologies."

Under the terms of the transaction, the Company will issue more than 2 million
shares of common stock, representing approximately two percent of Ticketmaster
Online-CitySearch's shares outstanding. "This is a highly strategic acquisition
and the purchase price reflects the compression in valuations which have
occurred in the private and public Internet sector over the last few months.
With TicketWeb's excellent team, clients and technology, we are confident that
we will be able to substantially grow our combined businesses in the small and
medium size ticketing market," said Marriott.


ACQUISITION EXPANDS INTERNATIONAL PRESENCE

TicketWeb has expanded rapidly in Europe and South Africa. In Europe, working
with the McKenzie Group, Ltd., TicketWeb UK handles ticketing for some of the
U.K.'s most


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popular venues, including the Brixton Academy and Shepherds Bush
Empire. Working with African Media Entertainment Ltd. (AME), the parent company
of BIG Concerts (South Africa's largest concert promoter), TicketWeb South
Africa has handled ticketing duties for tours including Janet Jackson.

"We continue to expand our presence internationally, having already
established CitySearch as a leading local city guide in Australia, Korea,
Japan and Scandinavia. This acquisition, combined with our US efforts,
provides a powerful platform to continue to grow the citysearch.com and
ticketmaster.com brands and develop additional revenue streams by offering
transaction services worldwide," said Marriott.


ABOUT TICKETWEB

Founded in 1995, TicketWeb (WWW.TICKETWEB.COM) was one of the Internet's first
Application Service Providers (ASPs). Its remotely hosted, proprietary software
can turn any desktop computer with an Internet connection into a fully
functioning box office without the need for special equipment. TicketWeb
consumers are also able to purchase tickets through the company's call center,
its Interactive Voice Response system or at one of its retail outlets.

Self-service features enabled by TicketWeb's technology give clients the ability
to add or remove events from sale, manage ticket inventory, pull reports and
print tickets from a standard PC. Because the software is remotely hosted, a
promoter can perform all of these functions from any computer with a web
connection - even from home or while attending an out-of-town conference.

Other TicketWeb clients include the Lyric Opera of Chicago and American
Conservatory Theatre; Chicago's famed Second City comedy club; the San Francisco
International Film Festival; the Guggenheim in New York; Silicon Valley's Tech
Museum of Innovation; the Pacific Science Center in Seattle; and the hugely
popular Burning Man Festival. In the U.K., TicketWeb tickets events for more
than 100 venues and event promoters, including MCP Promotions, SJM Concerts and
Metropolis Music.


ABOUT TICKETMASTER ONLINE-CITYSEARCH


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Ticketmaster Online-CitySearch (Nasdaq: TMCS - NEWS) is the leading local
network enabling people to get the most out of their city. Operating in cities
worldwide, TMCS helps people find and plan what they want to do, and then take
action, with local transactions functionality such as buying event tickets,
making reservations, or meeting the right people to do things with -- anytime,
anywhere, on multiple devices. This integrated family of sites includes
Ticketmaster.com, the world's number one online ticketing company;
Citysearch.com, the leading local network; and Match.com, the premier online
matchmaking service. Located in Pasadena, California, TMCS is majority owned by
USA Networks, Inc. (Nasdaq: USAI - NEWS) and has equity investments in
Active.com, FairMarket.com, and Foodline.com.



PRESS CONFERENCE CALL - MAY 30, 2000 - 10:30 PDT

Reporters wishing to participate may call: +1-888-989-6487 Passcode: CitySearch

A conference call replay will be available at: +1-888-568-0163 (no passcode
required)



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 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 BETWEEN THE COMPANY AND USA NETWORKS, INC.; POSSIBLE
FUTURE SALES OF THE COMPANY'S SECURITIES BY USA NETWORKS, INC.; RISKS ASSOCIATED
WITH THE INTEGRATION OF COMPONENT COMPANIES; THE COMPANY'S FUTURE CAPITAL NEEDS
AND THE UNCERTAINTY OF ADDITIONAL FINANCING; THE UNPREDICTABILITY AND POTENTIAL
FLUCTUATIONS IN FUTURE REVENUES AND OPERATING RESULTS; THE FACT THAT THE COMPANY
COMPETES IN NEW AND EMERGING MARKETS; THE COMPANY'S TURNOVER RATE; THE COMPANY'S
DEPENDENCE ON THE CONTINUED GROWTH OF ONLINE COMMERCE; AND THE COMPANY'S
DEPENDENCE ON ESTABLISHING AND MAINTAINING STRATEGIC RELATIONSHIPS WITH LOCAL
MEDIA COMPANIES. INVESTORS ARE ENCOURAGED TO READ THE RISKS AND UNCERTAINTIES
DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

Ticketmaster Online-CitySearch is the owner or licensee of its name and logo
trademarks and service marks. All other trademarks and trade names are the
property of their respective owners.

                                      # # #

FOR MORE INFORMATION:

Mary M. McAboy, Ticketmaster Online-CitySearch, +1-626-660-2858;
[email protected]
----------------------

Shawn Fraser, TicketWeb; +1-510-715-9403; [email protected]
                                          -------------------

Sara Strickland, Ticketmaster Online-CitySearch,+1-626-660-2758;
[email protected]
-------------------

Eric Jaffe, Ticketmaster Online-CitySearch, +1-626-660-3572;
[email protected]
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Ticketmaster Online-CitySearch corporate headquarters is located at 790 East
Colorado Boulevard - Suite 200, Pasadena, California, 91101; +1-626-405-0050;
fax +1-626-405-9929; [email protected].
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