FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-61413
FIFTH PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 24, 1998
4,185,124 SHARES
LYCOS, INC.
COMMON STOCK
This Fifth Prospectus Supplement (the "Fifth Prospectus Supplement") supplements
the Prospectus dated August 24, 1998 (the "Prospectus"), the Prospectus
Supplement dated September 15, 1998 (the "First Prospectus Supplement"), the
Second Prospectus Supplement dated October 28, 1998 (the "Second Prospectus
Supplement"), the Third Prospectus Supplement dated November 12, 1998 (the
"Third Prospectus Supplement") and the Fourth Prospectus Supplement dated
November 18, 1998 (the "Fourth Prospectus Supplement") of Lycos, Inc. ("Lycos"
or the "Company") relating to the public offering, which is not being
underwritten, and sale of up to 4,185,124 shares of Common Stock, par value
$0.01 per share (the "Shares") of the Company, which may be offered and sold
from time to time by certain stockholders of the Company or by pledgees, donees,
transferees or other successors in interest that receive such shares as a gift,
partnership distribution or other non-sale related transfer (the "Selling
Stockholders"). The Company will receive no part of the proceeds of such sales.
The Shares were originally issued or reserved for issuance by the Company in
connection with the Company's acquisition of WhoWhere? Inc., a California
corporation, by and through a merger of a wholly-owned subsidiary of Lycos, What
Acquisition Corp., with and into WhoWhere? Inc. (the "Acquisition"). The
"Selling Stockholders" Section of the Prospectus, the First Prospectus
Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement
and the Fourth Prospectus Supplement are hereby supplemented to reflect the
distributions made by FW Whowhere Investors, L.P. to its partners in the
following amounts: (i) Capital Partnership in the amount of 56,503 Shares; (ii)
David G. Brown in the amount of 12,842 Shares; (iii) Group 31, Inc. in the
amount of 3,210 Shares; (iv) J. Taylor Crandall in the amount of 9,631 Shares;
(v) Mark A. Wolfson in the amount of 12,842 Shares; and (vi) Robert M. Bass in
the amount of 226,010 Shares after the date of the Prospectus, the First
Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus
Supplement and the Fourth Prospectus Supplement. This Fifth Prospectus
Supplement should be read in conjunction with the Prospectus, the First
Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus
Supplement and the Fourth Prospectus Supplement, and is qualified by reference
to the Prospectus, the First Prospectus Supplement, the Second Prospectus
Supplement, the Third Prospectus Supplement and the Fourth Prospectus
Supplement, except to the extent that the information herein contained
supersedes the information contained in the Prospectus, the First
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Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus
Supplement and the Fourth Prospectus Supplement. Capitalized terms used in this
Fifth Prospectus Supplement and not otherwise defined herein have the meanings
specified in the Prospectus.
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THE DATE OF THIS FIFTH PROSPECTUS SUPPLEMENT IS NOVEMBER 19, 1998
SELLING STOCKHOLDERS
On November 18, 1998, of the Shares beneficially owned by FW Whowhere
Investors, L.P. reflected in the Prospectus and the First Prospectus Supplement,
(i) fifty-six thousand five hundred three (56,503) of the Shares were
distributed to Capital Partnership; (ii) twelve thousand eight hundred forty-two
(12,842) Shares were distributed to David G. Brown; (iii) three thousand two
hundred (3,210) Shares were distributed to Group 31, Inc.; (iv) nine thousand
six hundred thirty-one (9,631) Shares were distributed to J. Taylor Crandall;
(v) twelve thousand eight hundred forty-two (12,842) Shares were distributed to
Mark A. Wolfson; and (vi) two hundred twenty-six thousand ten (226,010) Shares
were distributed to Robert M. Bass. The table of Selling Stockholders in the
Prospectus and the First Prospectus Supplement are hereby amended to reflect
such distributions and supplemented to specifically include Shares received in
such distributions.
