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Ticketmaster Online-Citysearch, Inc.
790 E. Colorado Boulevard, Suite 200, Pasadena, CA 91101 * (626) 405-0500

The Company is combining CitySearch and Ticketmaster Online to create a leading provider of local city guides, local advertising and live event ticketing on the Internet.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
Allen & Company IncorporatedCo-manager (212) 339-2220
BancBoston Robertson StephensCo-manager (415) 989-8500
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641

Offering Information
NASNTL:TMCS Internet: SIC 7375
Type of Shares:Class B Common Shares Filing Date:9/30/98
U.S. Shares:7,000,000 Offer Date:12/2/98
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:7,000,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $84,000,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Post-IPO Shares:69,500,000
Employees:581

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Venture Law Group
Registrar/Transfer Agent: Bank of New York
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 6/30/98
Revenue:$15.48Assets:$364.33
Net Income:-$86.19Curr Assets:$64.99
EPS:-$1.54Liabilities:$61.51
Prior EPS:Curr Liab:$9.18
Cash Flow/Oper:Equity:$302.83
Cash Flow/Fin:Cash:$63.51
Cash Flow/Inv:Working Cap:$55.81

Competition
The markets for local interactive content and transaction services are highly competitive. Currently, the Company's primary competitors with respect to the CitySearch service include Digital City, Inc., a company wholly-owned by America Online, Inc. and Tribune Company, Microsoft Corporation (Sidewalk) and Zip2 Corporation. CitySearch also competes against search engine and other site aggregation companies which primarily serve to aggregate links to sites providing local content such as Excite, Inc. (City.Net), Lycos, Inc. (Lycos City Guide) and, while it is also a strategic partner of Ticketmaster Online, Yahoo! (Yahoo! Local). In addition, the CitySearch service competes against offerings from media companies, including Cox Interactive Media, Inc. and Knight-Ridder, Inc., as well as offerings from several telecommunications and cable companies and Internet service providers that provide local interactive programming such as SBC Communications, Inc. (At Hand) and Media One Group, Inc. (DiveIn). The business of selling live events tickets and related merchandise is highly competitive and diverse. Ticketmaster Online's competitors include event facilities and promoters that handle their own ticket sales and distribution through online and other distribution channels, live event automated ticketing companies with Web sites which may or may not currently offer online transactional capabilities and certain live event Web-based ticketing companies which only conduct business online. Where facilities and promoters decide to utilize the services of a ticketing company, Ticketmaster Online competes with international, national and regional ticketing services, including TicketWeb, Telecharge (Shubert Ticketing Services), NEXT Ticketing, Advantix, ETM Entertainment Networks, Dillard's, Prologue, Capital Tickets and Lasergate (Lasergate Systems, Inc.). Several of Ticketmaster Online's competitors have operations in multiple locations throughout the United States, while others compete with Ticketmaster Online principally in one specific geographic region.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness, working capital and for general corporate purposes.

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