FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-60101
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 12, 1998
126,184 SHARES
LYCOS, INC.
COMMON STOCK
This Prospectus Supplement (the "Prospectus Supplement") supplements the
Prospectus dated August 12, 1998 (the "Prospectus") of Lycos, Inc. ("Lycos" or
the "Company") relating to the public offering, which is not being underwritten,
and sale of up to 126,184 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, 63,092 Shares were originally issued or reserved
for issuance by the Company in connection with the Company's acquisition of
GuestWorld, Inc., a California corporation, by and through a merger of a
wholly-owned subsidiary of Lycos, VW Acquisition Corporation, with and into
GuestWorld, Inc. (the "Acquisition"). The "Selling Stockholders" Section of the
Prospectus is hereby supplemented to reflect the two for one stock split
effected by the Company after the date of the Prospectus. This Prospectus
Supplement should be read in conjunction with the Prospectus, and is qualified
by reference to the Prospectus except to the extent that the information herein
contained supersedes the information contained in the Prospectus. Capitalized
terms used in this Prospectus Supplement and not otherwise defined herein have
the meanings specified in the Prospectus.
<PAGE>
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 21, 1999
SELLING STOCKHOLDERS
On August 25, 1998, the Company distributed shares of Common Stock to
those stockholders of record on August 14, 1998 pursuant to a two for one stock
split approved by the stockholders of the Company at a special meeting held on
August 13, 1998. The table of Selling Stockholders in the Prospectus is hereby
amended to reflect such distribution pursuant to the stock split and
supplemented to specifically include Shares received in such distribution. The
following table sets forth as of January 21, 1999 the name of each of the
entities and individuals who received Shares through the distribution effected
by the stock split, the number of shares of Common Stock that 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 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.
The Company may amend or supplement the Prospectus and this Prospectus
Supplement from time to time to update the disclosure set forth therein and
herein.
<TABLE>
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED(1)(2) SHARES WHICH OWNED AFTER
PRIOR TO OFFERING MAY BE SOLD OFFERING(1)(2)(3)
PURSUANT TO
SELLING STOCKHOLDER NUMBER PERCENT THIS PROSPECTUS(2) NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 93,882 * 93,882 - -
Mark Products, Inc. 10,432 * 10,432 - -
Steve T. Mack 15,142 * 15,142 - -
Don Pierce 3,364 * 3,364 - -
James T. Lindow 1,682 * 1,682 - -
Dean T. Mack 1,682 * 1,682 - -
- --------------------
</TABLE>
* Less than 1.0%.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as
to which the individual has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire
within 60 days of the date of this Prospectus through the exercise of
any stock option or other right. Unless otherwise indicated in the
footnotes, each person has sole voting and investment power (or shares
such powers with his or her spouse) with respect to the shares shown as
beneficially owned.
(2) Includes an aggregate of 12,618 shares of Common Stock beneficially
owned by the Selling Stockholders (other than Merrill Lynch, Pierce,
Fenner & Smith Incorporated) that have been deposited in escrow
<PAGE>
pursuant to the Merger Agreement to secure the respective
indemnification obligations of the Selling Stockholders thereunder (the
"Escrowed Shares"). All of the 10,432 shares of Common Stock
beneficially owned by Mark Products, Inc. have been deposited in the
escrow. The Escrowed Shares will be released from escrow on June 16,
1999 only to the extent that no claims have been made against the
Escrowed Shares. The Escrowed Shares may not be sold by the Selling
Stockholders prior to June 16, 1999, except as otherwise provided in
the Escrow Agreement.
(3) Assumes that each Selling Stockholder will sell all of the Shares set
forth above under "Shares Which May Be Sold Pursuant to This
Prospectus". There can be no assurance that the Selling Stockholders
will sell all or any of the Shares offered hereunder.
HWD: 384884-1
