ONEMAIN COM INC
8-K, EX-99.1, 2000-06-16
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                                                EXHIBIT 99.1


COMPANY PRESS RELEASE

EARTHLINK TO ACQUIRE ONEMAIN.COM

EARTHLINK ANNOUNCES A STOCK BUY BACK OF 5 MILLION SHARES

TOP 10 ISP ONEMAIN.COM ADDS APPROXIMATELY 762,000 NEW MEMBERS TO EARTHLINK

ATLANTA--(BUSINESS WIRE)--June 8, 2000--EarthLink Inc. (NASDAQ:ELNK - news),
today strengthened its position as the nation's second largest Internet Service
Provider (ISP) by announcing a definitive agreement to acquire OneMain.com
(NASDAQ:ONEM - news), one of the country's ten leading ISPs. On a combined
basis, the two companies have more than 4.2 million members. The transaction
expands EarthLink's national market coverage from major population centers into
rural communities and smaller cities where OneMain.com has focused its
operations.

"Consistent with EarthLink's mission to become one of the world's leading
ISPs, the acquisition of OneMain.com strategically positions EarthLink to
capture market share in one of the fastest-growing segments in the ISP
marketplace -- rural America and smaller cities," said Garry Betty, CEO of
EarthLink. "We see opportunity to leverage our wide market presence,
outstanding customer service and cost structure to further drive member growth
in rural communities and secondary markets."

"OneMain.com is excited to join forces with the nation's second largest ISP,
as all key areas of our business will complement EarthLink's strategic
initiatives in its narrowband, broadband, Web hosting and e-commerce and
advertising business segments," commented Steve Smith, chairman and CEO of
OneMain. "With EarthLink's substantial resources and national presence, we
believe today's announcement brings together two like-minded organizations
focused on delivering high levels of customer service and will enhance the
online experience of OneMain.com subscribers."

Terms of the Deal

EarthLink will purchase OneMain.com for cash and stock valued at approximately
$308 million, or approximately $12.27 per share for each of OneMain.com's 25.1
million common shares outstanding. The purchase price consists of approximately
$150 million in cash and approximately 8.8 million





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shares of EarthLink common stock valued at $158 million at the closing price of
$17.94 on June 7, 2000.

The OneMain.com purchase includes a subscriber base of approximately 730,000
narrowband accounts, 27,000 Web hosting customers, and 5,000 broadband
customers. On a combined basis, EarthLink would be the nation's second largest
Web hosting provider, with 148,000 Web hosting accounts as of March 31, 2000.

The transaction is expected to close in the fourth quarter of 2000. With this
transaction, EarthLink expects to end the year with approximately 5 million
members and annualized revenues of approximately $1.3 billion.

EarthLink also announced today authorization from its board of directors of a
plan to repurchase up to five million shares of EarthLink common stock through
open market purchases.

About OneMain.com

Based in Reston, Va., OneMain.com is "your hometown Internet." With more than
762,000 subscribers, OneMain.com is one of the largest independent Internet
service providers in the country. OneMain.com provides Internet access,
services and local content throughout the United States to individuals and
businesses predominantly located in smaller metropolitan markets and rural
communities. OneMain.com believes these customers have traditionally been
under-served by national ISPs and that a great opportunity exists to meet the
growing demand for online services in these markets.

About EarthLink

EarthLink is one of the world's leading Internet service providers, bringing
the magic of the Internet to approximately 3.5 million individuals and
businesses every day. With headquarters in Atlanta, EarthLink provides a full
range of innovative access, hosting and e-commerce solutions to thousands of
communities internationally from more than 5,000 points of presence. EarthLink
is committed to doing an exceptional job of pleasing its customers,
shareholders and the community by following the company's Core Values and
Beliefs. Information about EarthLink and EarthLink Sprint services is available
by calling 800/395-8425 and through EarthLink's Web site at www.earthlink.net.

OneMain.com Proxy Information

OneMain.com stockholders are urged to read the proxy statement when it is filed
with the Securities and Exchange Commission (SEC) because it will contain
important information pertaining to the acquisition transaction. OneMain.com
stockholders can retrieve the proxy statement (which is filed with the S-4
Registration Statement), after it is filed with the SEC, for free at the SEC's
Web site at www.sec.gov.

Certain of the statements contained in this release are forward-looking
statements (rather than historical facts) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
described. With respect to such forward-looking statements, the company seeks
the protections afforded by the Private Securities Litigation Reform Act of
1995. These risks include, without limitation, (1) that the company will not
retain or grow its member base, (2) that the company will fail to be
competitive with existing and new competitors, (3) that the company will not





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be able to sustain its current growth, (4) that the company will not adequately
respond to technological developments impacting the Internet, (5) that needed
financing will not be available to the company if and as needed, and (6) that
the company and its market value will be adversely affected by general
conditions in the equity and other financial markets. This list is intended to
identify certain of the principal factors that could cause actual results to
differ materially from those described in the forward-looking statements
included elsewhere herein. These factors are not intended to represent a
complete list of all risks and uncertainties inherent in the company's
business, and should be read in conjunction with the more detailed cautionary
statements included elsewhere in the company's most recent filings with the
SEC.

Contact:

     EarthLink
     Kirsten Hamling, 626/296-2467
     [email protected]
        or
     OneMain.com
     Dan Greenfield, 703/375-3016
     [email protected]
        or
     Alexander Ogilvy
     Jennifer Vincenzo, 404/881-2346
     [email protected]




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