SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. __)(1)
Ticketmaster Online-CitySearch, Inc.
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(Name of Issuer)
Class B Common Stock
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(Title of Class of Securities)
88633P203
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 88633P203 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
5. SOLE VOTING POWER
453,613 shares of Class A Common Stock, which
is convertible into Class B
Common Stock on a one-for-one basis.
NUMBER OF (See Item 4).
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY none
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 453,613 shares of Class A Common Stock,
which is convertible into Class B
Common Stock on a one-for-one basis.
(See Item 4).
8. SHARED DISPOSITIVE POWER
none
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,613 shares of Class A Common Stock, which is convertible
into Class B Common Stock on a one-for-one basis. (See Item 4).
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% of the Class A Common Stock; if such shares are converted
to Class B Common Stock, they would represent 5.3% of the Class B
Common Stock. (See Item 4).
12. TYPE OF REPORTING PERSON
CO
Item 1(a). Name of Issuer:
Ticketmaster Online-CitySearch, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
790 E. Colorado Boulevard, Suite 200
Pasadena, California 91101
Items 2(a), (b) and (c).
Name of Person Filing; Address of Principal Business Office; Citizenship:
This statement is being filed by Comcast Corporation, a Pennsylvania
corporation ("Comcast"). Comcast CitySearch, Inc., a Delaware
corporation, holds the shares of Class A Common Stock of the Issuer
described in Item 4 below. Comcast CitySearch, Inc. is a wholly owned
subsidiary of Comcast Online Communications, Inc., which itself is a
Delaware corporation and a wholly owned subsidiary of Comcast.
Sural Corporation, a Delaware corporation ("Sural"), is the beneficial
owner of shares of Class A Common Stock of Comcast and of all
outstanding shares of Class B Common Stock of Comcast. As of December
31, 1998, the shares of common stock of Comcast owned by Sural
constituted a majority of the voting power of the two classes of
Comcast's voting common stock combined.
Brian L. Roberts has sole voting power over stock representing a
majority of voting power of all Sural stock. Pursuant to Rule 13d-3 of
the Exchange Act, Brian L. Roberts may be deemed to be the beneficial
owner of the Comcast Class A Common Stock and the Comcast Class B Common
Stock owned by Sural.
The principal business address of Comcast, Comcast Online
Communications, Inc. and Brian L. Roberts is 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148. The principal business address
of Sural and Comcast CitySearch, Inc. is 1201 N. Market Street, Suite
2201, Wilmington, Delaware 19801.
Item 2(d). Title of Class of Securities:
Class B Common Stock, par value $0.01 per share ("Class B Common Stock").
Item 2(e). CUSIP Number:
88633P203
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
(a) Amount beneficially owned:
453,613 shares of Class A Common Stock, par value $0.01 per
share ("Class A Common Stock"), which is convertible, at the
option of the holder, into Class B Common Stock on a one-for-one
basis.
(b) Percent of class:
0.7% of the outstanding Class A Common Stock or, assuming
conversion into Class B Common Stock, 5.3% of the outstanding
Class B Common Stock; and 0.7% of the voting power of the Common
Stock of the Issuer. Then percentages are based on the
63,291,653 shares of Class A Common Stock and 8,167,000 shares
of Class B Common Stock, in each case outstanding as of December
31, 1998 and as provided by the Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
453,613 shares of Class A Common Stock, which is convertible into
Class B Common Stock on a one-for-one basis. On any matter
submitted to a vote of shareholders of the Issuer, each
outstanding share of Class A Common Stock is entitled to fifteen
votes and each outstanding share of Class B Common Stock is
entitle to one vote (such classes voting together as a single
class).
(ii) Shared power to vote or to direct the vote
- 0 -
(iii) Sole power to dispose or to direct the disposition of
453,613 shares of Class A Common Stock, which is convertible into
Class B Common Stock on a one-for-one basis.
(iv) Shared power to dispose or to direct the disposition of
- 0 -
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
COMCAST CORPORATION
By: /s/ Stanley Wang
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Name: Stanley Wang
Title: Senior Vice President
and Secretary
Date: February 16, 1999
