MAPQUEST COM INC
425, 2000-03-15
COMPUTER PROCESSING & DATA PREPARATION
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                        Filed by MapQuest.com, Inc.
                        Pursuant to Rule 425 under the  Securities  Act of 1933
                        Subject Company: MapQuest.com, Inc.
                        Commission File No. 000-25877


FOR IMMEDIATE RELEASE

Contact: James Thomas                       Jenifer Kirtland

         Chief Financial Officer            Vice President, Investor Relations
         MapQuest.com                       Wilson McHenry Company

         (717) 285-8525                     (510) 723-6200
         [email protected]              [email protected]

                   MAPQUEST.COM, INC. CONTINUES RECORD GROWTH
                           FOR THE FOURTH QUARTER 1999
                          Revenues surpass $11 million
       Internet-based revenue up 206%, driven by growth in B to B segment

New York, NY; March 14, 2000 -- MapQuest.com,  Inc. (Nasdaq:  MQST), a leader in
wireless and online  destination  information,  today  announced  its  financial
results  for the  fourth  quarter  and  fiscal  year ended  December  31,  1999.
Internet-related  revenue from the consumer  and  business-to-business  segments
grew 206% to a record  $6.8  million  in the  fourth  quarter  of 1999 from $2.2
million in the fourth  quarter of 1998.  Total  revenue  for the  quarter  was a
record  $11.1  million,  61% above $6.9  million  in  revenue in the  comparable
quarter of 1998.  The net loss for the recent  fourth  quarter was $7.9  million
compared  to a net loss of $1.1  million for the same  quarter in 1998.  The pro
forma basic and  diluted net loss per share was $(0.23) for the recent  quarter,
compared to $(0.04) per share in the fourth quarter of 1998.

Included in the fourth quarter results were two non-recurring charges,  totaling
$1.7 million.  The charges relate to transaction costs associated with potential
acquisitions  that were not consummated as well as costs associated with certain
third-party patented technology used by MapQuest.com.

"We are very pleased with the continued strong growth of our Internet  business,
as we further expand our mapping solutions to businesses, consumers and wireless
applications,"  said Michael  Mulligan,  Chairman and Chief Executive Officer of
MapQuest.com.  "During the fourth quarter, we added 234 new customers in the B2B
segment of our business.  On the consumer  side, we continued to grow traffic to
our site. We also began to focus  additional  resources on the growing  wireless
category. To continue our momentum and drive revenue growth, we made significant
investments  during  the  quarter  in  our  wireless   business,   our  Internet
operational capability and marketing.


                                     Page 1

<PAGE>


"In December, we announced our proposed acquisition by America Online, Inc., the
world's  leading  interactive   services  company.  We  are  proceeding  towards
completing  that  transaction  on  our  expected   timetable.   We  believe  our
acquisition by AOL will enable MapQuest.com to expand its destination  solutions
across  a much  wider  audience  and  enable  a broad  base of  advertisers  and
businesses to better target potential customers."

For the full year ended December 31, 1999,  Internet-related  revenues increased
149% to a record  $19.7  million,  compared  with $7.9  million  in l998.  Total
revenues for 1999 were $34.5 million,  40% above the $24.7 million in revenue in
1998. The company reported a net loss of $18.9 million for 1999, compared with a
net loss of $3.8 million in the prior year.  The pro forma basic and diluted net
loss per share in 1999 was $(0.58), versus $(0.11) for 1998.

Internet Business-to-Business Segment Growth
- --------------------------------------------

The  business-to-business  segment continues to grow. During the fourth quarter,
MapQuest.com  added 234 new customers,  bringing the total customer base to over
1,000.

Since the new year,  MapQuest.com has added several significant retail accounts.
In January, the company signed an agreement with Wal-Mart,  the largest retailer
in the world,  to provide  maps and  directions  for the  Wal-Mart  website.  In
February,  MapQuest.com  also reached  agreements  with five  additional  retail
chains,  including Burger King Corporation,  Chuck E. Cheese,  Benihana, GNC and
Learning Express, to incorporate its mapping solutions on their websites.  These
retailers  join over 180 leading  retailers  in the U.S.  that use  MapQuest.com
mapping solutions to help drive customers to their stores.

MapQuest.com  also  recently  reached an  agreement  with Ford Motor  Company to
provide  customized  mapping solutions to Ford customers on its  OwnerConnection
website.  Other recent new customers include  iVillage.com,  salesforce.com  and
MyTurn.com, leading vertical portals.


                                     Page 2

<PAGE>


Internet Consumer Segment Expansion
- -----------------------------------

During the fourth quarter, MapQuest.com increased its user base, ending the year
with 3.5 million unique  visitors in December  (5.4% reach),  according to Media
Metrix. MapQuest.com is continuing its growth in 2000, reaching 6.1% of users on
the Internet in January with 4.2 million unique visitors.

To  provide  MapQuest.com  users with  additional  value-added  services  and to
capitalize  on the millions of printed  pages  generated by MapQuest  users each
month,  in  January,  the company  entered  into a  strategic  partnership  with
eCoupons.com  to integrate the eCoupons  website  within its site. The agreement
provides MapQuest.com users with access to a wide variety of special coupons and
merchant offers that are geographically relevant.

Wireless
- --------

In the fourth quarter of 1999,  MapQuest.com  continued its aggressive expansion
into wireless applications. MetroOne Telecommunications,  Inc. agreed to license
MapQuest.com  mapping  technology  for  subscribers  of  its  national  MetroOne
Enhanced  Directory  Assistance  (EDA),   targeted  at  the   telecommunications
industry.   MetroOne  callers  will  be  able  to  access  door-to-door  driving
directions  and a variety  of other  mapping  services  simply by  dialing  411.
MapQuest.com is also working with Nuance, a leader in voice interface  software,
to provide directions and traffic reports to telephone users.

About MapQuest.com
- ------------------

MapQuest.com,  Inc.  is a leader in  online,  voice,  and  wireless  destination
information  solutions and digital  mapping  solutions.  Implementing  a diverse
strategy for distribution,  MapQuest.com  provides mapping and directions to the
end user anytime,  anywhere.  MapQuest.com  licenses its technology to more than
1,000 business partners.  Through these licensing agreements  MapQuest.com helps
businesses integrate maps and driving directions into their Internet,  intranet,
call  centers,  voice and  wireless  applications  for  improved  marketing  and
customer service functions.  MapQuest.com's diverse network of business partners
includes:  AOL (NYSE: AOL),  CitySearch  (Nasdaq:  TMCS), Yahoo (Nasdaq:  YHOO),
Lycos (Nasdaq:  LCOS), InfoSpace (Nasdaq: INSP), Infoseek (Nasdaq: SEEK), Excite
@Home (Nasdaq:  ATHM),  Travelocity (NYSE:  TSG),  Wal-Mart (NYSE: WMT), Bank of
America (NYSE: BAC), Blockbuster, and Dayton Hudson (NYSE: DH).

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<PAGE>


This press release  includes  certain  "forward-looking  statements"  within the
meaning of the  Private  Securities  Litigation  Reform  Act of 1995  concerning
MapQuest.com's    business,    operations   and   financial   condition.    Such
forward-looking  statements  are subject to various  known and unknown risks and
uncertainties and MapQuest.com cautions you that any forward-looking information
provided  by  or  on  behalf  of  MapQuest.com  is  not a  guarantee  of  future
performance.  Actual results could differ  materially from those  anticipated in
such  forward-looking  statements due to a number of factors,  including (i) the
volatile  and  competitive  nature of the  Internet  industry,  (ii)  changes in
domestic  and  foreign  economic  and  market  conditions,  (iii) the  effect of
federal,  state and foreign  regulation  on  MapQuest.com's  business,  (iv) the
development of competitive websites and businesses;  (v) MapQuest.com's relative
mix  of  Internet  and  traditional  and  digital   mapping   businesses,   (vi)
MapQuest.com's ability to protect its intellectual property rights and (vii) the
effect of any future  acquisitions.  Investors are also directed to consider the
other  risks  and  uncertainties  discussed  in  MapQuest.com's  Securities  and
Exchange Commission  filings.  All such  forward-looking  statements are current
only as of the date on which such  statements were made.  MapQuest.com  does not
undertake any obligation to publicly  update any  forward-looking  statements to
reflect  events or  circumstances  after the date on which any such statement is
made or to reflect the occurrence of unanticipated events.


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<PAGE>

                               MAPQUEST.COM, INC.
                  Unaudited Condensed Statements of Operations
               (in thousands, except share and per share amounts)


<TABLE>

                                                       Three Months Ended                 Year Ended
                                                           December 31                    December 31
                                                      1999              1998           1999         1998
                                                      ----              ----           ----         ----
<S>                                             <C>                  <C>    <C>    <C>    <C>    <C>
Revenues

       Business                                 $      4,575        $   1,648     $   13,113      $  6,536
       Consumer                                        2,246              580          6,601         1,376
                                                ------------------------------    ------------------------
       Total business and consumer revenues            6,821            2,228         19,714         7,912
       Digital mapping                                 4,273            4,642         14,773        16,805
                                                ------------------------------    ------------------------
               Total revenues                         11,094            6,870         34,487        24,717

Cost of Revenues

       Business and consumer                           3,728            1,274         10,634         4,809
       Digital mapping                                 3,201            3,817         11,371        12,837
                                                 -----------------------------    ------------------------
               Total cost of revenues                  6,929            5,091         22,005        17,646
                                                 -----------------------------    ------------------------

Gross profit                                           4,165            1,779         12,482         7,071
Operating expenses
       Sales and marketing                             6,924            1,530         19,889         5,243
       Product development                             2,172              537          6,008         2,955
       General and administrative                      3,618              805          6,946         2,326
                                                 -----------------------------    ------------------------
               Total operating expenses               12,714            2,872         32,843        10,524
                                                 -----------------------------    ------------------------
Operating loss                                        (8,549)          (1,093)       (20,361)       (3,453)

Interest income and expense, net                         640                9          1,680            54
Other income (expense)                                    (2)              10            184           244
                                                 -----------------------------    -------------------------
Loss before provision for income taxes                (7,911)          (1,074)       (18,497)       (3,155)
Provision for income taxes                              -                 -                1            -
                                                 -----------------------------    -------------------------
                Net loss                         $    (7,911)       $  (1,074)    $  (18,498)    $  (3,155)
Less preferred stock dividends and accretion               -              (38)          (378)         (667)
                                                 -----------------------------    -------------------------
Net loss applicable to common stockholders       $    (7,911)       $  (1,112)    $  (18,876)    $  (3,822)
                                                 -----------------------------    -------------------------
Basic and diluted loss per share                 $     (0.23)       $   (3.31)    $    (0.84)    $  (12.09)
Shares used to compute basic and diluted
loss per share                                    34,774,915          336,101      22,374,292      316,202

Pro forma basic and diluted loss per share       $     (0.23)       $   (0.04)    $    (0.58)    $   (0.11)
Shares used to compute pro forma basic and
diluted loss per share                            34,774,915       28,014,056     31,707,638    27,994,126


                                     Page 5

</TABLE>
<PAGE>

                               MAPQUEST.COM, INC.
                       Unaudited Condensed Balance Sheets

                                 (in Thousands)

                                                      December 31    December 31
                                                         1998            1999
                                                      -----------    -----------

ASSETS
Current assets:

   Cash, cash equivalents, and investments
     in  marketable debt securities                     $    564      $  42,956

   Accounts receivable, net                                6,775         12,518
   Inventories                                             1,365          1,197
   Prepaid expenses and other current assets                 629          2,597
                                                        ---------     ---------
             Total current assets                          9,333         59,268

Property and equipment, net                                1,844          5,011
Other assets                                                 273            731
                                                        --------      ---------
             Total assets                               $ 11,450      $  65,010
                                                        ========      =========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                     $  1,715      $   3,246
   Current portion of note payable                            48              -
   Accrued personnel costs                                   562          2,393
   Advance billings on contracts                             498          1,480
   Deferred revenue                                        1,208          4,081
   Other accrued liabilities                               1,001          3,953
                                                        --------      ---------
         Total current liabilities                         5,032         15,153
                                                        --------      ---------

Convertible Redeemable Preferred Stock-Series A            6,550              -
Cumulative Redeemable Preferred Stock-Series B             8,332              -
Convertible Redeemable Preferred Stock-Series C           11,595              -

Notes receivable arising from issuance of preferred
 stock                                                      (291)             -

Stockholders' equity (deficit):
   Common stock                                                -             36
   Notes receivable for common stock                           -           (224)
   Additional paid in capital                                140         88,829
   Retained deficit                                      (19,908)       (38,784)
                                                        ---------      ---------
          Total stockholders' equity (deficit)           (19,768)        49,857
                                                        ---------      ---------

          Total liabilities and stockholders'
            equity (deficit)                            $ 11,450      $  65,010
                                                        ========     ==========


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