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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Infoseek Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
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[Infoseek Letterhead]
Dear Infoseek Shareholder:
Recently, you should have received a Joint Proxy Statement/Prospectus
describing Infoseek's pending transactions with The Walt Disney Company and its
91%-owned subsidiary, Starwave Corporation. These transactions are subject to
shareholder approval. Infoseek's Board of Directors believes that the Disney
alliance will significantly enhance Infoseek's ability to compete in the rapidly
developing and changing Internet market. With this letter, we are providing a
brief Question and Answer document that will help you understand these
transactions and how they will affect all Infoseek shareholders.
We have briefly summarized highlights of the proposed transactions below.
However, we encourage you to take the time to read through the Joint Proxy
Statement/Prospectus in order to fully understand the terms of the proposed
transactions as the description below is qualified by reference to the Joint
Proxy Statement/Prospectus. On behalf of the Board of Directors, and as a
fellow shareholder, I thank you for your support and encourage you to return
your proxy card promptly and vote FOR these proposals.
* Infoseek is proposing to acquire 100% of the outstanding shares of Starwave
common stock and assume all outstanding Starwave options for 28,138,000
shares of Infoseek common stock. Starwave is a producer of Internet-based
sports, news and entertainment services. Through its joint ventures with
Disney, Starwave produces both ESPN.com, the leading online sports service,
and ABCNEWS.com, one of the leading online news services. By acquiring
Starwave, Infoseek will effectively own Starwave's interests in the joint
ventures with Disney. Disney has agreed to extend the term of the joint
ventures to ten years following the Starwave acquisition.
* Infoseek and Disney have proposed to establish a strategic relationship to
develop, launch and promote a planned new Internet portal service to be
named Go Network(TM). Go Network (www.go.com) would combine content,
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promotion, brands and technologies of Infoseek, Starwave, ESPN.com,
ABCNEWS.com and Disney, to offer consumers one of the most user-friendly
services on the Internet. As currently planned, Go Network would include
universal navigation, registration, community and commerce services as well
as a broad range of content from a variety of sources, including Infoseek,
Starwave and Disney. Go Network would be operated by Infoseek and governed
by a joint Infoseek/Disney advisory committee, consisting of myself and
Jake Winebaum, the Chairman of the Buena Vista Internet Group, a subsidiary
of Disney.
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* Disney would purchase an additional 2,642,000 shares of Infoseek common
stock and receive a warrant to purchase 15,720,000 shares of Infoseek
common stock in exchange for $70 million in cash and a five-year $139
million promissory note. One-third of the shares subject to the warrant
will vest on each of the three anniversary dates following the closing of
the Starwave acquisition. The exercise price for the warrants will be 120%
of the thirty-day average closing price preceding each anniversary date,
subject to a $50 maximum exercise price.
* Disney's 25.8 million shares of Infoseek common stock would represent
approximately 43% of the total outstanding shares of Infoseek. The warrant
would enable Disney to achieve a majority shareholder position over time,
but Disney has agreed to a three-year standstill whereby its ownership
position in Infoseek will not exceed 49.9%, subject to certain exceptions.
* Disney will receive three of an expanded eight seats on the Infoseek Board
of Directors, with the other five seats filled by current Infoseek
directors. The proposed Disney directors are Steven Bornstein, President of
ESPN; Robert Iger, President of ABC; and Jake Winebaum, Chairman of the
Buena Vista Internet Group. Each brings a wealth of experience in creating
and building content and brands. If Disney elects to achieve a majority
shareholder position, any Disney tender offer for the remaining shares of
Infoseek made during the standstill period would require approval from the
non-Disney Board members, subject to certain exceptions. Any Disney tender
offer, whether during or after the standstill period, would also have to be
conditioned on tenders by a majority of shares of Infoseek common stock not
held by Disney.
* Infoseek has agreed to purchase $165 million in promotional support over
five years for Go Network from ABC, a wholly-owned subsidiary of Disney. As
part of this promotion, Disney has agreed to co-brand all ABCNEWS.com and
ESPN.com non-traditional media promotion provided from within the Disney
family with promotions for Go Network. Disney has also agreed to integrate
Infoseek's search and directory services into all of its own Internet-based
services.
Thank you for taking the time to consider these important proposals and for
your vote. If you have additional questions or need a copy of the Joint Proxy
Statement/Prospectus, we encourage you to call our investor relations department
at (408) 543-6000, or our proxy solicitor, Morrow & Co., Inc. at (800) 566-9061.
You can also send questions to us via e-mail at [email protected].
Sincerely,
/s/ Harry M. Motro
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Harry M. Motro
President and Chief Executive Officer
This letter contains forward-looking statements regarding the planned new
Internet portal service to be named Go Network and the timing of its development
and launch that are subject to risks and uncertainties. Actual results may
differ materially from those set forth in such statements as a result of a
number of factors, including, but not limited to, the progress and timing of
development and launch of the planned new Internet portal service, the costs and
timing to promote such service, consumer acceptance and use of the new service,
and the increasingly competitive nature of the Internet market. In addition,
launch of the planned new portal service is conditioned upon and subject to the
consummation of the Infoseek acquisition of Starwave and related transactions
with Disney, that are subject to customary closing conditions, including
shareholder approval.
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THE FOLLOWING DISCUSSION CONTAINS A SUMMARY OF CERTAIN INFORMATION RELATED TO
THE PREVIOUSLY ANNOUNCED TRANSACTIONS AMONG INFOSEEK CORPORATION, THE WALT
DISNEY COMPANY AND STARWAVE CORPORATION, WHICH ARE SUBJECT TO SHAREHOLDER
APPROVAL. THE TRANSACTIONS ARE MORE FULLY DESCRIBED IN A JOINT PROXY
STATEMENT/PROSPECTUS DATED OCTOBER 14, 1998, THAT WAS PREVIOUSLY MAILED TO
YOU. THE SPECIAL MEETINGS OF SHAREHOLDERS OF INFOSEEK AND OF STARWAVE RELATING
TO THE TRANSACTIONS WILL BE HELD ON NOVEMBER 18, 1998. THIS SUMMARY DOES NOT
CONTAIN A COMPLETE STATEMENT OF ALL MATERIAL ELEMENTS OF THE PROPOSED
TRANSACTIONS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS AND IS
QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING IN THE JOINT PROXY
STATEMENT/PROSPECTUS. YOU ARE URGED TO READ THE FULL TEXT OF THE JOINT PROXY
STATEMENT/PROSPECTUS. IF YOU NEED AN ADDITIONAL COPY OF IT, PLEASE CONTACT
INFOSEEK CORPORATION, ATTENTION INVESTOR RELATIONS DEPARTMENT AT (408) 543-
6000, OR OUR PROXY SOLICITOR, MORROW AND CO. AT (800) 566-9061.
Q: WHY IS THIS A GOOD DEAL FOR INFOSEEK?
A: We believe that the Infoseek-Starwave-Disney alliance creates one of the
most competitive forces on the Internet. We plan to launch a new portal
service called Go Network(TM) that, upon launch, we expect to be one of
the most visited sites on the web. Go Network will combine Infoseek's
search and navigation with content from Disney and Starwave properties,
including ESPN.com and ABCNEWS.com. We believe the integration of
Disney's extensive portfolio of rich entertainment and information Web
sites and powerful brand assets and brand building skills, with
Starwave's leading Web design and publishing technology and expertise,
and Infoseek's traffic and in-depth understanding of the Internet
business and consumers creates a significant Internet force in the
market.
Q: WHY SHOULD I VOTE FOR THIS DEAL?
A: Throughout the Internet industry, Infoseek's competitors are seeking to
establish relationships with major media companies and content providers.
Our alliance with Disney and Starwave is in the best interests of Infoseek
shareholders because it combines our technology and their diverse content
to significantly improve our competitive position. Through these
transactions, Infoseek will acquire all of Starwave, all of Starwave's
joint venture interests in ESPN.com and ABCNEWS.com, the ability to launch
a new Internet portal named Go Network , including a wide-ranging 5-year
promotional agreement with ABC, plus $70 million in cash and $139 million
in a 5-year note from Disney. Infoseek will also add the talent of
Starwave and Disney to its web, marketing and sales development efforts.
Q: DO I HAVE TO DO ANYTHING AND IF SO WHAT?
A: In order for the deal to proceed, we need your support as a shareholder.
Please sign, date and return your proxy card. You may receive a phone call
from Infoseek management or the Company's solicitation agent if your vote
has not
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been received, just as a reminder. Your vote will not be double counted,
so please sign and return all proxies sent to you as soon as possible.
Q: WHEN WILL THE TRANSACTION BE COMPLETED AND DO I NEED TO DO ANYTHING WITH MY
STOCK CERTIFICATES?
A: The transaction will be completed upon obtaining shareholder approval. The
date for the vote is November 18, 1998. You do not have to do anything
with your stock certificates at this time.
Q: HOW MANY SHARES WILL I OWN IN THE NEW COMPANY?
A: As an Infoseek shareholder you will own the same amount of shares you
previously held, although the issuances of Infoseek stock in the Starwave
acquisition and the direct purchase of additional shares by Disney will
result in more shares of Infoseek outstanding.
Q: WHO WILL RUN THE NEW COMPANY (I.E. EXISTING MANAGEMENT OR DISNEY)?
A: Infoseek management will continue to run the company. Go Network will be
operated by Infoseek management with oversight from a joint Infoseek/Disney
advisory committee. We will add three directors appointed by Disney to the
Infoseek Board of Directors upon the consummation of the merger - Jake
Winebaum, Chairman of Disney's Buena Vista Internet Group, Robert Iger,
President of ABC, and Steven Bornstein, President and CEO of ESPN. The
Board will have 8 members in total, with the remaining five members being
the current members of the Infoseek Board of Directors. Disney will be
Infoseek's largest shareholder, owning approximately 43% of the outstanding
shares of Infoseek. As the largest shareholder, we believe Disney will be
highly motivated to make this venture a success.
Q: WHO WILL OWN STARWAVE, ESPN.COM AND ABCNEWS.COM AFTER THE TRANSACTION?
A: Starwave will become a wholly owned subsidiary of Infoseek, and will
continue to be headquartered in Bellevue, Washington. ESPN.com and
ABCNEWS.com will be jointly owned by Infoseek (through its ownership of
Starwave) and Disney.
Q: IS THIS A TAXABLE TRANSACTION?
A: No gain or loss will be recognized for federal income tax purposes (other
than cash payments in lieu of fractional shares or upon exercise of
dissenters' rights). Consummation of the merger is conditioned on receipt
of legal opinions to the effect that the transaction will be treated as a
reorganization as described in
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Section 368(a) of the tax code or as a transfer of property governed by
Section 351 of the tax code.
Q: ARE THERE ANY RISKS INVOLVED WITH THIS TRANSACTION?
A: Yes. You are encouraged to read the section of the Joint Proxy
Statement/Prospectus entitled "Risk Factors" for a discussion of a number
of such risks.
Q: WHAT HAPPENS IF I DON'T VOTE OR VOTE AGAINST THE TRANSACTION?
A: Both a "NO" vote and an abstention from voting are treated as a vote
against the transaction. Management and the Board of Directors of each of
Infoseek and Starwave believe this transaction is in the best interests
of their respective shareholders. If you are in favor of the transaction,
we ask that you vote YES to avoid having your abstention recorded as a
"NO" vote.
Q: WHERE WILL THE COMPANY BE TRADED / LISTED?
A: The company will continue to be listed on Nasdaq under Infoseek's current
ticker symbol: "SEEK."
Q: CAN DISNEY TAKE CONTROL OF INFOSEEK? IF SO, HOW AND WHEN?
A: Under a standstill agreement, Disney cannot take control of Infoseek until
three years following the closing of the Mergers, except under limited
circumstances, including a tender offer by a third party for Infoseek.
Subject to these standstill provisions, Disney has purchased warrants that
will enable it to acquire a majority ownership position after the three-
year period. Before the three-year standstill period is up, Disney can
make an offer to gain control of the Company, but any offer would be
subject to the approval of a majority of the non-Disney members of the
Infoseek Board of Directors. After the three-year standstill period, any
Disney tender offer to purchase the whole company would still be subject to
acceptance by a majority of shareholders of Infoseek other than Disney.
Q: WHAT IS THE VALUE OF STARWAVE TO INFOSEEK?
A: Starwave is a leading web development and hosting company. It produces
some of the most popular websites, including ESPN.com, ABCNEWS.com, NFL.com
and NBA.com. Starwave adds numerous resources to Infoseek, including web
design technology and marketing and sales expertise. It is also through
Starwave that Infoseek will acquire its interest in the ESPN.com and
ABCNEWS.com joint ventures. Merrill Lynch was retained by the Company to
review the transaction and their fairness opinion can be found at Annex C-1
to the Joint Proxy Statement/Prospectus. A discussion of the factors
underlying this opinion may be found beginning at page 54 of the Joint
Proxy Statement/Prospectus.
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Q: WILL INFOSEEK.COM STILL EXIST?
A: Yes. Users will be able to access Infoseek directly on infoseek.com as
well as on the Go Network and other major websites including Netscape,
WebTV and MSN.
Q: WHAT WILL MAKE THE GO NETWORK PORTAL DIFFERENT?
A: First of all, content. Go Network will include integrated content of
Infoseek's and Disney's sites, ABCNEWS.com and ESPN.com, a highly
competitive combination. Second, Go Network will be highly personalized
and have features like universal navigation and registration across all
of the sites. The idea of Go Network is simple - to provide services that
make people's lives easier.
This document contains forward-looking statements regarding the planned new
Internet portal service to be named Go Network and the timing of its development
and launch and the proposed Infoseek acquisition of Starwave and related
transactions with Disney, both of which are subject to risks and uncertainties.
Actual results may differ materially from those set forth in such statements as
a result of a number of factors, including, but not limited to, the progress and
timing of development and launch of the planned new Internet portal service, the
costs and timing to promote such service, consumer acceptance and use of the new
service, and the increasingly competitive nature of the Internet market. In
addition, launch of the planned new portal service is conditioned upon and
subject to the consummation of the Infoseek acquisition of Starwave and related
transactions with Disney, that are subject to customary closing conditions,
including shareholder approval.
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