8-K

 
                      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):
                               October 22, 1998


                                  CDNOW, INC.
                           ------------------------
                (Exact Name of Registrant Specified in Charter)



               Pennsylvania            0-23753           23-2813867
              ---------------          -------           ----------
              (State or Other        (Commission       (I.R.S. Employer
              Jurisdiction of        File Number)      Identification No.)      
               Incorporation)                        
                        


1005 Virginia Drive, Fort Washington, PA                        19034
- ------------------------------------------           ---------------------------
(Address of Principal Executive Offices)                      (Zip Code)



                                (610) 619-9900
                        -------------------------------
                        (Registrant's telephone number)



- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

 
ITEM 5.  OTHER EVENTS

     Approval of Merger. On March 17, 1998, the stockholders of CDnow, Inc., a
Pennsylvania corporation ("CDnow"), approved the transactions contemplated by
the Amended and Restated Agreement and Plan of Merger dated January 29, 1999
(the "Merger Agreement"), among CDnow, N2K Inc., a Delaware corporation ("N2K"),
and CDnow/N2K, Inc., a Pennsylvania corporation ("CDnow/N2K").

     The Merger.  In accordance with the terms of the Merger Agreement, each
issued and outstanding share of CDnow common stock converted into one share of
CDnow/N2K common stock and each issued and outstanding share of N2K common stock
converted into .83 share of CDnow/N2K.  N2K and CDnow are wholly-owned
subsidiaries of CDnow/N2K.  A copy of the Joint Press Release, dated March 17,
1999 issued by CDnow and N2K is attached as Exhibit 99.1 and is incorporated
herein by reference.

     CDnow/N2K, Inc. CDnow/N2K is the successor registrant of CDnow, Inc.  The
shares of CDnow/N2K issued in the merger were registered under a Registration
Statement on Form S-4 (333-72463) effective February 16, 1999.  CDnow/N2K's 1934
Act identification number is 0-25543.  CDnow/N2K common stock is traded on the
Nasdaq national market under the ticker symbol, CDNW.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          (c)  Exhibits


     Exhibit Number         Description
     --------------         -----------

          99.1              Joint Press Release, dated March 17, 1999 issued
                            by CDnow, Inc. and N2K Inc.


                                       1

 
                                   SIGNATURE


          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.


                              CDNOW, INC.


                              By:   /s/ JASON OLIM
                                    -------------------------------------
                                    Jason Olim
                                    President and Chief Executive Officer


Dated:  March 17, 1999


                                       2

 
                                 EXHIBIT INDEX
                                 -------------

 Exhibit Number  Description
 --------------  -----------
      99.1       Joint Press Release, dated March 17, 1999 issued by
                 CDnow, Inc. and N2K Inc.

EX-99.1

 
Washington, PA and New York, NY -- March 17, 1999 - CDnow, Inc.
and N2K Inc. today announced the completion of the planned merger between the
two companies, creating the leading global music e-commerce company as
measured by customer base, revenue, positioning with key partners and
product offerings.

The Company will be known as CDnow, Inc. and, beginning March 18, 1999,
its common stock will trade on Nasdaq under the symbol "CDNWD" for 20
days, then it will trade as CDNW.  CDnow, Inc. will be headquartered in
New York with major operations in Fort Washington, PA.  Jon Diamond,
co-founder and CEO of N2K, will be Chairman of the Board of CDnow,
Inc., while Jason Olim will remain as President and Chief Executive
Officer, with Joel Sussman as Chief Financial Officer of the company.

The merger creates the Internet's leading online music entity, which
would have had on a combined basis 1.6 million customers and $98.5
million in revenues at the end of 1998.  In addition, the new company
ranked as the 4th most visited e-commerce site for December 1998,
according to Media Metrix, and has an unparalleled network of marketing
alliances including AOL, Yahoo!, Netscape, MTV/VH1, Excite,
Lycos/Tripod, GeoCities, and CBS Cable's TNN, CMT and country.com.


The Company currently operates two online music stores, CDnow
(cdnow.com) and Music Boulevard (musicblvd.com).  From March 17th
through May 17th, Music Boulevard and CDnow will operate as independent
platforms.  On May 18th the two platforms will come together for the
grand opening of the combined store, which will be called CDnow
(cdnow.com).  The new platform will combine the strongest features of
the two stores to offer music shoppers the best music store on the Web.
 CDnow will offer customers the best in choice, convenience, control
and customization while discovering and purchasing music.  Customers
will have access to approximately 500,000 music-related products and
500,000 sound samples and content from Rolling Stone, CMJ Music
Monthly and MTV/VH1.

"The completion of the merger cements our position as the
premier force in the online music world," said Jon Diamond, Chairman of
the Board of CDnow, Inc. "We are pleased to have succeeded in bringing
the two top online music organizations together to create one solid
technology platform with unparalleled strategic alliances, seasoned
talent on every level and established relationships with music
consumers around the world."

 
"Together, we will share our expertise in direct marketing,
merchandising, personalization and editorial, strengthening the
connection between consumers and music, as we focus on our mission to
build a better music store," said Jason Olim, President and CEO of
CDnow, Inc.  "The completion of this merger allows us to implement a
major cost reduction program and provide our customers with the best
online music shopping experience."

In November of 1998, the Company formed a branding committee with
members from both CDnow and N2K.  "We discovered that both brands were
meaningful and well recognized, but it was determined that CDnow was
the stronger of the two, which will serve the mission of the company
going forward," said Rod Parker, Sr. VP of Marketing and Merchandising.
 "The two companies have the unique opportunity to compare in-depth
information about our customers and business strategies, which will be
of tremendous value going forward."

As the leading global music e-commerce company, CDnow, Inc. is poised
to maximize the opportunities of a rapidly growing market.  The
domestic online music market, which is expected to be $1.9 billion in
2002 as estimated by Forrester Research, is one of the leading
categories of electronic commerce.  Jupiter Communications estimates
that by 2002, 62 million households will be online, and 58 million
households will be shopping online.

CDnow, Inc., the combination of N2K Inc. and CDnow,
Inc., is a leading global music e-commerce company that is improving
and strengthening the connection between music and consumers by
building a better music store.  CDnow (cdnow.com) offers approximately
500,000 music related items-ten times the size of the average music
store-intelligent album recommendations, custom CDs, music samples, a
vast library of reviews and features from top music writers and
editorial content from Rolling Stone Network, MTV/VH1 and CMJ New Music
Monthly.  CDnow, Inc.'s network of strategic partners includes AOL,
Yahoo!, Lycos/Tripod, Netscape, Excite, WebCrawler, GeoCities, MTV/VH1,
Rolling Stone Network, and CBS Cable's TNN, CMT and country.com.

This release contains statements relating to future results of the
Company (including certain projections and business trends) that are
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995.  Actual results may differ materially
from those projected as a result of certain risks and uncertainties,
including but not limited to, changes in political and economic
conditions, demand for and market acceptance of new and existing
products, as well as other risks and uncertainties detailed from time
to time in the filings of the Company with the Securities and Exchange
Commission.