<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 9, 1999
-------------------------------
Lycos, Inc.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-27830 04-3277338
- ------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
400-2 Totten Pond Road
Waltham, Massachusetts 02154
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (781) 370-2700
----------------------------
<PAGE>
ITEM 5. OTHER EVENTS
Lycos, Inc. issued the Press Release attached hereto as Exhibit 99.1 on
February 9, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
---------
Exhibit No. Description
- ---------- -----------
99.1 Joint Press Release of USA Networks, Inc., Lycos, Inc. and
Ticketmaster Online-Citysearch, Inc. dated February 9, 1999.
[Remainder of page intentionally left blank]
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LYCOS, INC.
Date: February 11, 1999 By: /s/ Edward M. Philip
--------------------
Edward M. Philip
Chief Operating Officer and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ---------- ----------- -------
99.1 Joint Press Release of USA Networks, Inc., 5
Lycos, Inc. and Ticketmaster Online-Citysearch,
Inc. dated February 9, 1999.
<PAGE>
Exhibit 99.1
USA NETWORKS, INC., LYCOS, INC. AND TICKETMASTER ONLINE-CITYSEARCH, INC.
ANNOUNCE CREATION OF USA/LYCOS INTERACTIVE NETWORKS, INC.
FORM ONE OF THE LARGEST E-COMMERCE ENTITIES IN THE WORLD
AND A LEADING PORTAL NETWORK
TMCS and LYCOS Agree to Merge; USAi to Contribute Home Shopping Network,
Ticketmaster and Internet Shopping Network/First Auction
New York, NY February 9, 1999 USA Networks, Inc. (NASDAQ: USAI), Lycos, Inc.
(NASDAQ: LCOS) and Ticketmaster Online-Citysearch, Inc. (NASDAQ: TMCS) announced
today definitive agreements to combine USAi's e-commerce and Internet assets
with Lycos. Under the agreements, TMCS and Lycos will merge, USAi will
contribute Home Shopping Network, Ticketmaster and Internet Shopping
Network/First Auction to the venture and the combined company will be renamed
USA/Lycos Interactive Networks, Inc. Barry Diller, Chairman and Chief Executive
Officer of USAi, will become the Chairman of USA/Lycos. Robert Davis, President
and Chief Executive Officer of Lycos, will become President and Chief Executive
Officer of the new Company and will join its Board of Directors.
USA/Lycos Interactive Networks (USA/Lycos) will be one of the largest e-commerce
entities in the world and the only global Internet portal with local content,
auctions and a direct commerce business. USA/Lycos will have at its inception,
on an historical pro forma basis, combined revenue of more than $1.5 billion,
significant operating cash flow, and a profit before goodwill amortization. On
the first hour of the first day, USA/Lycos will have the immediate capacity to
reach 70 million television homes, take more than 1 million transactional phone
calls and ship more than 200,000 units each day. On the Internet, USA/Lycos
will reach approximately 30 million people, nearly 50 percent of all users,
through its network of Web sites. The company will operate four of the top 20
Web sites with Lycos, Tripod, Hotbot and Angelfire and a network of 19 online
city guides. USA/Lycos will immediately handle more than 1 million online
transactions per quarter, including online real-time auctions. It will be a
global company with interests or holdings in Canada, Mexico, South America,
Asia, Europe and Australia.
USA/Lycos will combine Lycos, the second most visited Web portal and largest
online community, with TMCS, the leading provider of local content, advertising
and commerce on the Internet. The new company will include the substantial
electronic commerce infrastructure of HSN, the pioneer in electronic retailing
through television, and Ticketmaster, the premier ticketing company in the
nation. Ted Philip, Chief Financial Officer of Lycos, will become Chief
Financial Officer of the new entity and will join its Board of Directors.
Charles Conn will remain Chief Executive Officer of TMCS and is expected to take
on additional senior management responsibilities within the new Company.
Upon the closing of the transaction, USAi will own 61.5 percent, Lycos
shareholders will own 30 percent and TMCS shareholders other than USAi will own
8.5 percent of the USA/Lycos equity (TMCS shareholders, including USAi, will
receive in the aggregate approximately 19
<PAGE>
percent of the USA/Lycos equity). Additionally, Lycos shareholders can increase
their ownership another 5 percent, to a total of 35 percent, and TMCS public
shareholders can increase their ownership by 0.15 percent, to a total of 8.65
percent, should the initial USA/Lycos shares achieve an average market value of
$45 billion over specified periods.
USA/Lycos will have a significant relationship with USAi, which will bring
promotional opportunities across USAi's broadcasting and cable assets, which
reach 90 percent of U.S. TV-viewing households and include The USA Network, The
Sci-Fi Channel, Studios USA, and USA Broadcasting. The Company will also benefit
from the strength of the Lycos Network to circulate traffic by introducing the
fastest growing audience on the Web to all its properties. In addition,
USA/Lycos advertisers and commerce allies will benefit from access to TV, online
and Ticketmaster outlets, creating unprecedented advertising, commerce and
promotional opportunities.
Barry Diller said: "This places all the necessary ingredients for electronic
information and commerce, from 'old' soup to 'new' nuts, into one centrally and
aggressively managed enterprise. There is no excuse now for us not to be a
dominant player as the world continues its transition towards interactive
systems. I have great confidence in the ability of Bob Davis, together with the
superb leadership of Mark Bozek at Home Shopping Network, Charles Conn at
Ticketmaster-Online CitySearch, Inc., Terry Barnes and Gene Cobuzzi at
Ticketmaster and Alan Citron at USA Networks Interactive, to be able to execute
the ambitious agenda we've set before ourselves."
"With this move, the company Lycos built through aggressive acquisition, quality
brands and talented employees instantly becomes a major media company and a
global commerce force," said Robert Davis. "Lycos has not only survived the
portal wars, but with USA/Lycos we have vaulted past our competition and dwarfed
them in revenue, earnings and cash flow. Our combination of commerce, global
and localized content and community delivers unprecedented value to consumers,
advertisers and commerce partners in a way no other entity can. Further, with
the legendary vision of Barry Diller on our side, we can set the standards for a
21st century media company."
Charles Conn said: "We believe the new company has the potential to be the first
Internet network that integrates local content and transactions both as a
destination and across vertical interests. The new USA/Lycos Interactive
Networks will accelerate our efforts to build the definitive network of city
guides and local commerce."
The transaction is subject to receipt of regulatory approvals, including Lycos
shareholder approval. Lycos' largest shareholder, CMG Information Services,
which owns approximately 20 percent of the outstanding shares of Lycos, has
advised that it is fully supportive of the transaction. The transaction is
expected to be completed in the second quarter of 1999. In connection with the
transaction, Lycos granted to each of USAi and TMCS shareholders customary
breakup provisions.
Allen & Company and Lazard Freres acted as financial advisers to USAi. Chase
Securities also provided financial advisory services to USAi in connection with
this transaction. Wasserstein Perella acted as financial advisers to Lycos and
Goldman Sachs provided financial advisory services to TMCS.
<PAGE>
USA/LYCOS INTERACTIVE NETWORKS PROPERTIES
Lycos, Inc. (www.lycos.com), a leading global Web media company, has a major
presence throughout the U.S, Europe and Asia. The Lycos Network is the second
most visited hub on the Internet and the world's largest online community. The
unified set of Lycos Web sites attracts a diverse audience by offering a variety
of services including leading Web navigation resources, homepage building and
other Web community services and a comprehensive shopping center. The Lycos
Network is composed of premium sites: (www.lycos.com), Tripod (www.tripod.com),
Angelfire (www.angelfire.com), MailCity (www.mailcity.com), HotBot
(www.hotbot.com), HotWired (www.hotwired.com), Wired News (www.wired.com),
WhoWhere? (www.whowhere.com), Suck (www.suck.com) and Webmonkey
(www.webmonkey.com). Lycos owns four of the top 20 most visited Internet sites
Lycos.com, Tripod, Angelfire and HotBot.
Ticketmaster Online-CitySearch, Inc. (www.ticketmaster.com),
(www.citysearch.com) is a leading provider of local city guides, local
advertising and live event ticketing on the Internet. The CitySearch city guides
provide up-to-date information regarding arts and entertainment events,
community activities, recreation, business, shopping, professional services and
news/sports/weather to consumers in metropolitan areas. Ticketmaster Online
offers consumers up-to-date information on live entertainment events and a
convenient means of purchasing tickets for live events and related merchandise
on the World Wide Web in 44 states and in Canada and the United Kingdom.
The Home Shopping Network (www.hsn.com) pioneered the electronic retailing
industry in 1977. Its 24-hour programming reaches 70 million households via
cable, broadcast television and satellite dishes. The Home Shopping Network
holds interests in shopping channels in Germany and Japan and recently launched
Home Shopping en Espanol, a joint venture with Univision.
Ticketmaster (www.ticketmaster.com) is the world's leading computerized
ticketing service; selling 70 million tickets valued at more than two billion
dollars, through more than 2,900 retail Ticket Center outlets; 29 worldwide
telephone call centers; and its Internet site. Ticketmaster serves more than
3,750 clients in the U.S., South America, Canada, Mexico, Europe, and Australia.
The company provides ticketing for 85 professional sports franchises and
hundreds of leading arenas, stadiums, performing arts venues, and theaters.
Clients receive comprehensive ticket inventory control and management, broad
distribution, and dedicated marketing and support services. Consumers receive
convenient access to tickets for more than 150,000 events a year, including a
broad range of concerts, sports, family entertainment, performing arts, and
movies.
Internet Shopping Network (www.isn.com) was the first online retailer in the
world. Its primary service is First Auction, a leading real-time online auction,
featuring consumer electronics, computers, home and leisure merchandise and
jewelry. It has conducted over a million auctions since its inception in 1997.
"Flash Auctions," an exclusive feature of First Auction, starting at one dollar
and lasting just 30 minutes, set the standard for interactive online commerce.
<PAGE>
USA NETWORKS, INC.
USA Networks, Inc. is a diversified media and electronic commerce company with
assets that include the following: USA Network; The Sci-Fi Channel; Studios
USA,; USA Broadcasting; Home Shopping Network; Ticketmaster; USA Networks
Interactive and Internet Shopping Network, whose primary service is First
Auction. The company also owns a controlling interest in Ticketmaster Online-
CitySearch, Inc. (NASDAQ: TMCS), a leading provider of local content and live
event ticketing on the World Wide Web.
###
The matters discussed in this press release contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve substantial risks and uncertainties. Actual results could differ
materially from those described in this press release. Factors that could cause
or contribute to these differences include, but are not limited to, the risk
that the businesses of Lycos and TMCS and the contributed businesses of USA may
not be integrated successfully or within the time frame envisioned, the risk
that the expected financial results, business opportunities and synergies
anticipated to result from this business combination will not be achieved or
will fail to be achieved within the expected time frame, and those matters
discussed under the heading "Factors Affecting the Company's Business, Operating
Results and Financial Condition" in the Lycos, Inc. Annual Report on Form 10-K
for the fiscal year ended July 31, 1998, under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
USA Form 10-Q for the quarter ended September 30, 1998 and under the heading
"Risk Factors" in the offering prospectus, dated December 2, 1998, of TMCS.
CONTACTS:
USAI:
-----
Press Relations/ Jennifer Goebel: 212-314-7373
Investor Relations/ Roger Clark: 212-314-7400
LYCOS:
------
Press Relations/ Michele Perry: 212-314-7253 (or) 781-370-2678
Schwartz Communications/ Emily Fisher: 781-684-0770
TICKETMASTER ONLINE-CITYSEARCH:
-------------------------------
Investor Relations/ Sara Strickland: 626-660-2758
