FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-47679
SECOND PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 19, 1998
1,212,863 SHARES
LYCOS, INC.
COMMON STOCK
This Second Prospectus Supplement (the "Second Prospectus Supplement")
supplements the Prospectus dated March 19, 1998 (the "Prospectus") and the
Prospectus Supplement dated April 6, 1998 (the "First Prospectus Supplement") of
Lycos, Inc. ("Lycos" or the "Company") relating to the public offering, which is
not being underwritten, and sale of up to 1, 212,863 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. Of the Shares offered under the Prospectus, (i) 1,112,801 Shares
were originally issued or reserved for issuance by the Company in connection
with the Company's acquisition of Tripod, Inc., a Delaware corporation, by and
through a merger of a wholly-owned subsidiary of Lycos, Pod Acquisition
Corporation, with and into Tripod (the "Acquisition") and (ii) 100,062 Shares
were originally issued by the Company in connection with the Company's purchase
of 1,000,000 shares of Class A Preferred Stock of GlobeComm, Inc., a Delaware
corporation. The "Selling Stockholders" section of the Prospectus is hereby
supplemented to reflect the distribution by New Enterprise Associates VI,
Limited Partnership ("NEA VI") and NEA Ventures 1995, L.P. ("NEA 1995") of
206,317 and 452 Shares, respectively, to its general and limited partners after
the date of the Prospectus. This Second Prospectus Supplement should be read in
conjunction with the Prospectus and the First Prospectus Supplement, and is
qualified by reference to the Prospectus and First Prospectus Supplement except
to the extent that the information herein contained supersedes the information
contained in the Prospectus and First Prospectus Supplement. Capitalized terms
used in this Second Prospectus Supplement and not otherwise defined herein have
the meanings specified in the Prospectus.
<PAGE>
THE DATE OF THIS SECOND PROSPECTUS SUPPLEMENT IS APRIL 23, 1998
SELLING STOCKHOLDERS
One hundred three thousand (103,000) of the Shares and one hundred
three thousand three hundred seventeen (103,317) of the Shares beneficially
owned by NEA VI and reflected in the Prospectus were distributed to the general
and limited partners of NEA VI on March 23, 1998 and April 7, 1998,
respectively, and four hundred fifty two (452) of the Shares beneficially owned
by NEA 1995 and reflected in the Prospectus were distributed to the general and
limited partners of NEA 1995 on March 24, 1998. The table of Selling
Stockholders in the Prospectus is hereby amended to reflect such distributions
by NEA VI and NEA 1995 and supplemented to specifically include the entities and
individuals who received such distributions. The following table sets forth as
of April 8, 1998, the number of Shares owned beneficially by NEA VI and NEA
1995, and the name of each of the entities and individuals of the Company who
received Shares through the distributions by NEA VI and NEA 1995, and the number
of shares of Common Stock that each such Selling Stockholder beneficially owns
as of such date, the number of shares of Common Stock beneficially owned by each
such Selling Stockholder that may be offered for sale from time to time by the
Prospectus and this Second Prospectus Supplement, the number of shares of Common
Stock to be beneficially owned by each such Selling Stockholder assuming the
sale of all of the Shares offered by such Selling Stockholders and the
percentage of the outstanding shares of the Company's Common Stock to be
beneficially owned by each such Selling Stockholder after completion of the
offering.
Except as set forth in this Second Prospectus Supplement with respect
to NEA VI and NEA 1995, and the distribution to their respective general and
limited partners, there is no change to the section entitled "Selling
Stockholders" in the Prospectus, as supplemented by the First Prospectus
Supplement. The Company may amend or supplement the Prospectus, the First
Prospectus Supplement, and this Second Prospectus Supplement from time to time
to update the disclosures set forth therein and herein.
<TABLE>
SHARES
SHARES WHICH MAY BENEFICIALLY
SHARES BE SOLD PURSUANT OWNED AFTER
BENEFICIALLY TO THE PROSPECTUS OFFERING
OWNED AND THIS PROSPECTUS
SELLING STOCKHOLDER AS OF 4/8/98 SUPPLEMENT NUMBER PERCENT
<S> <C> <C> <C> <C>
Lynn Dennard 23 23 -- *
Debra King 23 23 -- *
Chip Linehan 73 73 -- *
Peter Morris 95 95 -- *
Hugh Rienhoff 75 75 -- *
Sigrid Van Bladel 63 63 -- *
Lou Van Dyck 41 41 -- *
Nora Zietz 103 103 -- *
Alcyon Ltd. 897 897 -- *
Alexandra R. Alsop 90 90 -- *
Candace A. Alsop, Revocable
<PAGE>
Trust dated 8/16/94 180 180 -- *
Elizabeth W. Alsop 90 90 -- *
Joseph W. Alsop 449 449 -- *
Joseph W. Alsop VII 90 90 -- *
Stewart J.O. Alsop Trust 180 180 -- *
Argyropoulos Investors G.P. 449 449 -- *
Retirement Annuity Plan for
Employees of the Army and Air
Force Exchange Service Trust
by Abbott Capital Management,
L.P., as Investment Manager 897 897 -- *
Mellon Bank, N.A., as Trustee
for the Bell Atlantic Master
Trust (North) 17,935 17,935 -- *
Brody Family Trust U/T/D 8/15/86 90 90 -- *
The Bunting Family I Limited
Liability Company 1,793 1,793 -- *
California State Teachers'
Retirement System 31,386 31,386 -- *
Chadwick H. Carpenter, Jr. 44 44 -- *
The Trustees of the Cheyne
Walk Trust 6,726 6,726 -- *
Crossroads Constitution Limited
Partnership 8,968 8,868
The Ford Foundation 8,968 8,968 -- *
Goldman Grandchildren LLC 326 326 -- *
Goldman Triad Fund LLC 122 122 -- *
The Richard & Rhoda Goldman Fund 449 449 -- *
Hancock Venture Partners IV -
Partnership Fund L.P. 4,483 4,483 -- *
Malcolm Hecht, Jr., Trust B DTD
6/11/83, Kenneth Hecht and
Alfred J. Moses, Trustees 269 269 -- *
Michael E. Herman Revocable
Trust dtd 5/16/90 269 269 -- *
Hook Financial, Inc. 1,793 1,793 -- *
The Northern Trust Company as Trustee
for the Illinois Municipal Retirement
Fund, by Abbott Capital Management,
L.P., as Investment Manager 1,793 1,793 -- *
The James Irvine Foundation 3,586 3,586 -- *
Kaatz Family Limited Partnership 224 224 -- *
Ewing Marion Kaufman Foundation 8,968 8,968 -- *
Kleinwort Benson Holdings, Inc. 897 897 -- *
William I. Koch 449 449 -- *
Bernard M. Kramer M.D. Profit
Sharing Plan 269 269 -- *
The Kroger Co. Retirement Benefit Plan,
Boston Safe Deposit & Trust Company,
Trustee 3,587 3,587 -- *
Leeway & Co. 17,935 17,935 -- *
Meyer Memorial Trust 1,793 1,793 -- *
Minnesota Mining and Manufacturing
Company 1,793 1,793 -- *
Mario M. Morino Trust 449 449 -- *
Paul C. Nehra, M.D. 134 134 -- *
<PAGE>
New England Medical Center Hospital, Inc. 897 897 -- *
Commonwealth of Pennsylvania State
Employees' Retirement System 22,418 22,418 -- *
Pomona College 2,690 2,690 -- *
Pratt Street Ventures VIII, L.P. 1,795 1,795 -- *
Francis C. Rienhoff 180 180 -- *
Rosenberg Foundation 449 449 -- *
James M. Schlater 180 180 -- *
Searle Trusts Limited Partnership IX 5,784 5,784 -- *
Residuary Trust Estate Under the Will
of Frances C. Searle 807 807 -- *
Residuary Trust Estate Under the Will
of John G. Searle 2,376 2,376 -- *
Royal & Sun Alliance Trust Co. LTD as
Trustee of Crossroads Capital IV
Venture Capital Fund 1,793 1,793 -- *
Royal & Sun Alliance Trust Co LTD as
Trustee of Crossroads NEA VI Fund 2,690 2,690 -- *
Swingyer Partners 381 381 -- *
Northern Trust Company as Trustee for
U.A. Local 467 Pension Trust 1,793 1,793 -- *
Bankers Trust Company as Trustee of
the Unilever United States, Inc.
Master Pension Trust 2,690 2,690 -- *
Utah Retirement Systems, by Abbott
Capital Management, L.P., as
Investment Manager 6,277 6,277 -- *
Virginia Retirement Systems 17,935 17,935 -- *
L. Curtis Widdoes, Jr. 90 90 -- *
Boston Safe Deposit and Trust Company,
Trustee of the Witco Corporation Master
Retirement Trust 2,242 2,242 -- *
Woodbrook MB Limited Partnership 449 449 -- *
The Young Men's Christian Association
Retirement Fund 2,690 2,690 -- *
Peter J. Barris 82 82 -- *
Frank A. Bonsal, Jr. 1 1 -- *
Nancy L. Dorman 30 30 -- *
Ronald H. Kase 41 41 -- *
C. Richard Kramlich 97 97 -- *
Arthur J. Marks 8 8 -- *
Thomas C. McConnell 66 66 -- *
John M. Nehra 2 2 -- *
Charles W. Newhall III 64 64 -- *
Abingworth Management Ltd. 6 6 -- *
Thomas R. Baruch 12 12 -- *
Bond/NEA Partners 4 4 -- *
Irrevocalbe Trust u/a Frank A. Bonsal, 81 81 -- *
dated 2/23/93
James A. Cole 36 36 -- *
Debra E. King 4 4 -- *
Robert Frank Kuhling, Jr. and Michelle -- *
Denise Wilcox, as Co-Trustees of the
Kuhling-Wilcox 1990 Trust 12 12 -- *
<PAGE>
The Arthur J. Marks Revocable Living Trust
u/a dated 3/1/85 74 74 -- *
McConnell Twins Trust, Ronald H. Kase,
Trustee, UTA dated 11/11/93 16 16 -- *
Peter T. Morris 41 41 -- *
Donald L. Murfin 3 3 -- *
Murfin Grandchildren Irrevocable Trust One 6 6 -- *
Susan L. Nehra 26 26 -- *
The Kathryn S. Nehra Trust 27 27 -- *
The Lauren M. Nehra Trust 27 27 -- *
Amy Liebno Newhall 6 6 -- *
Amy L. Newhall, as custodian for Charles
Ashton Newhall 6 6 -- *
Amy L. Newhall, as custodian for Adair -- *
Brantley Newhall 6 6 -- *
Terry L. Opdendyk 12 12 -- *
Mark W. Perry 41 41 -- *
Alexander R. Slusky 2 2 -- *
</TABLE>
