content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
  
                                     FORM 8-K
  
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
  
  
         Date of Report (Date of earliest event reported):  March 29, 1999
  
  
  
                       Ticketmaster Online-CitySearch, Inc.
                   ---------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
     Delaware                            0-25041                95-4546874
     --------                         -------------             ----------
  (State or other                      (Commission             (IRS Employer
  jurisdiction of                      File Number)         Identification No.)
   incorporation)        
           
  
  
            790 E. Colorado Boulevard, Suite 200, Pasadena, CA        91101
            --------------------------------------------------        -----
                  (Address of principal executive offices)          (Zip Code)
   
  
  
    
      Registrant's telephone number, including area code: (626) 405-0050
  <PAGE>
   
  Item 5.  Other Events
  
       On March 29, 1999, Ticketmaster Online-CitySearch, Inc. ("TMCS") and
  CityAuction, Inc. ("CityAuction") consummated an Agreement and Plan of
  Reorganization (the "Reorganization Agreement") providing for the merger of a
  wholly-owned TMCS subsidiary, Nero Acquisition Corporation, Inc. ("Sub") with
  and into CityAuction.
  
       Pursuant to the Reorganization Agreement:
       
       (i)  Each issued and outstanding share of capital stock of Sub was
  converted into one share of Common Stock of CityAuction.
       
       (ii) Each issued and outstanding share of Common Stock of CityAuction was
  canceled and converted into the right to receive 0.279971340 shares of Class B
  Common Stock of TMCS.
  
       (iii)  Each issued and outstanding share of Preferred Stock of CityAuction
  was canceled and converted into the right to receive the number of shares of
  TMCS Class B Common Stock equal to the number of shares of CityAuction Preferred
  Stock held multiplied by 0.013520482 plus the number of shares of CityAuction
  Preferred Stock held multiplied by 0.279971340.
  
       The consideration paid by TMCS pursuant to the merger equaled approximately
  800,000 shares of TMCS Class B Common Stock, including Class B Common Stock that
  was reserved for issuance upon exercise of the CityAuction options assumed by
  TMCS. In addition, as part of the merger consideration, TMCS granted CityAuction
  employees stock options under its 1998 Stock Option Plan exercisable for an
  aggregate of 200,000 shares of TMCS Class B Common Stock, the exercise price for
  which equaled $34.00 per share.
  
                                         2
  <PAGE>
   
  Item 7.  Financial Statements and Exhibits.
  <TABLE>
  <CAPTION>
   
           (c)    Exhibits
  
                Exhibit No.                                          Description
           ---------------------            -----------------------------------------------------------     
  <S>                                       <C>
                   2.1*                     Agreement and Plan of Reorganization, dated as of January 8,
                                            1999, by and among Ticketmaster Online-CitySearch, Inc.,
                                            Nero Acquisition Corporation, Inc., CityAuction, Inc.,
                                            Andrew Rebele and Monica Lee, as amended.
  
                   4.1                      Registration Rights Agreement dated March 29, 1999, by and
                                            among Ticketmaster Online-CitySearch, Inc., Charter Venture
                                            Capital, GCA Investments, John Montgomery, Stephen Walther,
                                            Monica Lee and Andrew Rebele.
  
                   99.1                     Non-competition Agreement dated March 29, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Andrew Rebele.
  
                   99.2                     Non-competition Agreement dated March 22, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Monica Lee.
  
                   99.3                     Employment Agreement dated March 29, 1999, by and between
                                            Ticketmaster Online-CitySearch, Inc. and Andrew Rebele.
  
                   99.4                     Employment Agreement dated March 29, 1999 by and between
                                            Ticketmaster Online-CitySearch, Inc. and Monica Lee.
  </TABLE>
  
  
                 ---------------------------------
                 *  Incorporated by reference to exhibits filed with Ticketmaster 
                    Online-CitySearch, Inc.'s Annual Report on Form 10-K for the 
                    year ended December 31, 1998 (File No. 000-25041), as filed
                    with the Commission on March 31, 1999.
  
                                         3
  <PAGE>
   
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                      TICKETMASTER ONLINE-CITYSEARCH, INC.
  
  
  Date:  April 29, 1999                    By: /s/ Douglas McPherson           
                                              ---------------------------------
                                           Douglas McPherson
                                           Chief Legal Officer and
                                           Vice President, Business Development
  
                                         4
  <PAGE>
   
                                 INDEX TO EXHIBITS
                                          
  <TABLE>
  <CAPTION>
                Exhibit No.                                          Description
         -------------------------          ---------------------------------------------------------------
  <S>                                       <C>
                  2.1*                      Agreement and Plan of Reorganization, dated as of January 8,
                                            1999, by and among Ticketmaster Online-CitySearch, Inc.,
                                            Nero Acquisition Corporation, Inc., CityAuction, Inc.,
                                            Andrew Rebele and Monica Lee, as amended.
  
                  4.1                       Registration Rights Agreement dated March 29, 1999, by and
                                            among Ticketmaster Online-CitySearch, Inc., Charter Venture
                                            Capital, GCA Investments, John Montgomery, Stephen Walther,
                                            Monica Lee and Andrew Rebele.
  
                  99.1                      Non-competition Agreement dated March 29, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Andrew Rebele.
  
                  99.2                      Non-competition Agreement dated March 22, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Monica Lee.
  
                  99.3                      Employment Agreement dated March 29, 1999, by and between
                                            Ticketmaster Online-CitySearch, Inc. and Andrew Rebele.
  
                  99.4                      Employment Agreement dated March 29, 1999 by and between
                                            Ticketmaster Online-CitySearch, Inc. and Monica Lee.
  </TABLE>
  
  
         -----------------------------------------  
         *  Incorporated by reference to exhibits filed with Ticketmaster Online-
            CitySearch, Inc.'s Annual Report on Form 10-K for the year ended
            December 31, 1998 (File No. 000-25041), as filed with the Commission
            on March 31, 1999.
  
                                         5
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metadata_filer: {"company-data": {"conformed-name": "TICKETMASTER ONLINE CITYSEARCH INC", "cik": "0001006637", "assigned-sic": "7374", "irs-number": "954546874", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25041", "film-number": "99604967"}, "business-address": {"street1": "790 E COLORADO BLVD", "street2": "STE 200", "city": "PASADENA", "state": "CA", "zip": "91101", "phone": "6264050050"}, "mail-address": {"street1": "790 E COLORADO BLVD", "street2": "SUITE 200", "city": "PASADENA", "state": "CA", "zip": "91101"}, "former-company": {"former-conformed-name": "CITYSEARCH INC", "date-changed": "19980617"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported):  March 29, 1999
  
                       Ticketmaster Online-CitySearch, Inc.
                   ---------------------------------------------
              (Exact name of registrant as specified in its charter)
  
     Delaware                            0-25041                95-4546874
     --------                         -------------             ----------
  (State or other                      (Commission             (IRS Employer
  jurisdiction of                      File Number)         Identification No.)
   incorporation)        
           
  
            790 E. Colorado Boulevard, Suite 200, Pasadena, CA        91101
            --------------------------------------------------        -----
                  (Address of principal executive offices)          (Zip Code)
   
  
    
      Registrant's telephone number, including area code: (626) 405-0050
  Item 5.  Other Events
  
       On March 29, 1999, Ticketmaster Online-CitySearch, Inc. ("TMCS") and
  CityAuction, Inc. ("CityAuction") consummated an Agreement and Plan of
  Reorganization (the "Reorganization Agreement") providing for the merger of a
  wholly-owned TMCS subsidiary, Nero Acquisition Corporation, Inc. ("Sub") with
  and into CityAuction.
  
       Pursuant to the Reorganization Agreement:
       
       (i)  Each issued and outstanding share of capital stock of Sub was
  converted into one share of Common Stock of CityAuction.
       
       (ii) Each issued and outstanding share of Common Stock of CityAuction was
  canceled and converted into the right to receive 0.279971340 shares of Class B
  Common Stock of TMCS.
  
       (iii)  Each issued and outstanding share of Preferred Stock of CityAuction
  was canceled and converted into the right to receive the number of shares of
  TMCS Class B Common Stock equal to the number of shares of CityAuction Preferred
  Stock held multiplied by 0.013520482 plus the number of shares of CityAuction
  Preferred Stock held multiplied by 0.279971340.
  
       The consideration paid by TMCS pursuant to the merger equaled approximately
  800,000 shares of TMCS Class B Common Stock, including Class B Common Stock that
  was reserved for issuance upon exercise of the CityAuction options assumed by
  TMCS. In addition, as part of the merger consideration, TMCS granted CityAuction
  employees stock options under its 1998 Stock Option Plan exercisable for an
  aggregate of 200,000 shares of TMCS Class B Common Stock, the exercise price for
  which equaled $34.00 per share.
  
                                         2
  Item 7.  Financial Statements and Exhibits.
  (c)    Exhibits
  
                Exhibit No.                                          Description
           ---------------------            -----------------------------------------------------------
  2.1*                     Agreement and Plan of Reorganization, dated as of January 8,
                                            1999, by and among Ticketmaster Online-CitySearch, Inc.,
                                            Nero Acquisition Corporation, Inc., CityAuction, Inc.,
                                            Andrew Rebele and Monica Lee, as amended.
  
                   4.1                      Registration Rights Agreement dated March 29, 1999, by and
                                            among Ticketmaster Online-CitySearch, Inc., Charter Venture
                                            Capital, GCA Investments, John Montgomery, Stephen Walther,
                                            Monica Lee and Andrew Rebele.
  
                   99.1                     Non-competition Agreement dated March 29, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Andrew Rebele.
  
                   99.2                     Non-competition Agreement dated March 22, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Monica Lee.
  
                   99.3                     Employment Agreement dated March 29, 1999, by and between
                                            Ticketmaster Online-CitySearch, Inc. and Andrew Rebele.
  
                   99.4                     Employment Agreement dated March 29, 1999 by and between
                                            Ticketmaster Online-CitySearch, Inc. and Monica Lee.
  ---------------------------------
                 *  Incorporated by reference to exhibits filed with Ticketmaster 
                    Online-CitySearch, Inc.'s Annual Report on Form 10-K for the 
                    year ended December 31, 1998 (File No. 000-25041), as filed
                    with the Commission on March 31, 1999.
  
                                         3
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      TICKETMASTER ONLINE-CITYSEARCH, INC.
  
  Date:  April 29, 1999                    By: /s/ Douglas McPherson           
                                              ---------------------------------
                                           Douglas McPherson
                                           Chief Legal Officer and
                                           Vice President, Business Development
  
                                         4
  INDEX TO EXHIBITS
  Exhibit No.                                          Description
         -------------------------          ---------------------------------------------------------------
  2.1*                      Agreement and Plan of Reorganization, dated as of January 8,
                                            1999, by and among Ticketmaster Online-CitySearch, Inc.,
                                            Nero Acquisition Corporation, Inc., CityAuction, Inc.,
                                            Andrew Rebele and Monica Lee, as amended.
  
                  4.1                       Registration Rights Agreement dated March 29, 1999, by and
                                            among Ticketmaster Online-CitySearch, Inc., Charter Venture
                                            Capital, GCA Investments, John Montgomery, Stephen Walther,
                                            Monica Lee and Andrew Rebele.
  
                  99.1                      Non-competition Agreement dated March 29, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Andrew Rebele.
  
                  99.2                      Non-competition Agreement dated March 22, 1999, by and among
                                            Ticketmaster Online-CitySearch, Inc., CityAuction, Inc., and
                                            Monica Lee.
  
                  99.3                      Employment Agreement dated March 29, 1999, by and between
                                            Ticketmaster Online-CitySearch, Inc. and Andrew Rebele.
  
                  99.4                      Employment Agreement dated March 29, 1999 by and between
                                            Ticketmaster Online-CitySearch, Inc. and Monica Lee.
  -----------------------------------------  
         *  Incorporated by reference to exhibits filed with Ticketmaster Online-
            CitySearch, Inc.'s Annual Report on Form 10-K for the year ended
            December 31, 1998 (File No. 000-25041), as filed with the Commission
            on March 31, 1999.
  
                                         5