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Technology Stocks : USAI, 61% stake in Ticketmaster Online-CitySearch IPO -- Ignore unavailable to you. Want to Upgrade?

To: Crispin who wrote (22)	11/24/1998 1:21:00 AM
From: neverenough	Respond to of 391

Filed 11/6/98 Following this offering, the Company will have two classes of authorized Common Stock (as defined below) outstanding, Class A Common Stock (the "Class A Common Stock"), and the Class B Common Stock offered hereby. As of the date of this Prospectus, there were 62,539,744 shares of Class A Common Stock and no shares of Class B Common Stock outstanding. The rights of the holders of Class A Common Stock and Class B Common Stock are substantially identical, except with respect to voting, conversion and transfer. Except as otherwise required by applicable law, each share of Class A Common Stock entitles its holder to 15 votes and each share of Class B Common Stock entitles its holder to one vote on all matters submitted to a vote or for the consent of stockholders. Except as otherwise required by applicable law, the Class A Common Stock and the Class B Common Stock shall vote together as a single class on all matters submitted to a vote or for the consent of stockholders. The Company has also authorized Class C Common Stock (the "Class C Common Stock" and, together with the Class A Common Stock and the Class B Common Stock, the "Common Stock"), which is nonvoting and of which no shares are issued and outstanding. See "Description of Capital Stock." The Company is currently a direct, non-wholly-owned subsidiary of Ticketmaster Corporation, an Illinois corporation ("Ticketmaster Corp."), which is an indirect wholly- owned subsidiary of USA Networks, Inc., a Delaware corporation ("USAi"). USAi beneficially owns 42,480,143 shares of Class A Common Stock, or approximately 67.9%, of the Company's outstanding Common Stock prior to this offering. Immediately after this offering, USAi will beneficially own approximately 61.1% of the outstanding Common Stock, representing approximately 67.4% of the total voting power of the outstanding Common Stock. As a result of such ownership, after giving effect to this offering, USAi will be able to control the outcome of substantially all matters submitted to a vote or for the consent of stockholders, including the election of directors and the approval of other corporate transactions. See "Risk Factors--Control by and Relationship with USAi," "--Potential Conflicts of Interest," "--Possible Future Sales of Common Stock by USAi," "Principal Stockholders" and "Ticketmaster Online-CitySearch Merger." USAI is a pretty strong company on it's own, Book Value is over $15.00 per share, only a 4.5 billion dollar market cap, $300,000,000 in cash, little debt and are ranked 4 of 41 in the Broadcast-Radio/TV ind. It's also nice that Paul Allen(cofounder of Microsoft) now a director at USAI just purchased 1,000,000 shares on the open market. The chart looks good, this is going higher. Nigel