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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
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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. ____1___)*
Ticketmaster Online-CitySearch, Inc.
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(Name of Issuer)
Class B Common Stock
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(Title of Class of Securities)
88633 P 20 3
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(CUSIP Number)
12/31/99
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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)
/ / Rule 13d-1(c)
/X/ 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 pages
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CUSIP No. 88633P 20 3
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Charles R. Conn, III
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
5. Sole Voting Power 1,049,762
Number of -----------------------------------------------------------
Shares
Beneficially 6. Shared Voting Power 0
Owned
by Each -----------------------------------------------------------
Reporting
Person 7. Sole Dispositive Power 1,049,762
With:
-----------------------------------------------------------
8. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,418,511 *
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.23% **
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
Page 2 of 4 pages
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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: Charles R. Conn, III
(b) Address of Principal Business Office or, if none, Residence: 790
E. Colorado Blvd., Ste. 200, Pasadena, CA 91101
(c) Citizenship: 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 SECTION 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
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: 1,418,511 *
(b) Percent of class: 4.23% **
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,049,762
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of :
1,049,762
(iv) Shared power to dispose or to direct the disposition of: 0
INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security SEE Section 240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. /X/
INSTRUCTION: Dissolution of a group requires a response to this item.
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.
Page 3 of 4 pages
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ITEM 10. CERTIFICATION
Not applicable.
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 10, 2000
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Date
/S/ CHARLES R. CONN III
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Signature
CHARLES R. CONN, III, CHIEF EXECUTIVE
OFFICER OF TICKETMASTER
ONLINE-CITYSEARCH, INC.
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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)
* Includes 368,749 shares which may be acquired within 60 days of
December 31, 1999, upon exercise of stock options by Charels R.
Conn, III.
** 4.23% of the outstanding shares of Class B Common Stock of Issuer
based on 32,105,326 shares of Class B Commn Stock outstanding as
of December 31, 1999, according to Issuer's transfer agent,
ChaseMellon Shareholder Services, LLC.
Page 4 of 4 pages
