-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fv0PVTDS5+QvmdkDRB4YsuSknXo/xeQL/eSjY2ps8UtcKnEmfFqFxx5zI96wWqd/ SBHbJcL/E70tJz4x/2uNwQ== /in/edgar/work/20000831/0001095811-00-003141/0001095811-00-003141.txt : 20000922 0001095811-00-003141.hdr.sgml : 20000922 ACCESSION NUMBER: 0001095811-00-003141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000831 GROUP MEMBERS: JAY C. HOAG GROUP MEMBERS: RICHARD H. KIMBALL GROUP MEMBERS: TCV III (GP) GROUP MEMBERS: TCV III (Q), L.P. GROUP MEMBERS: TCV III STRATEGIC PARTNERS, L.P. GROUP MEMBERS: TCV III, L.P. GROUP MEMBERS: TCV IV STRATEGIC PARTNERS, L.P. GROUP MEMBERS: TCV IV, L.P. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT III, L.L.C. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT IV LLC GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT IV, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXPEDIA INC CENTRAL INDEX KEY: 0001095357 STANDARD INDUSTRIAL CLASSIFICATION: [4700 ] IRS NUMBER: 911996083 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59213 FILM NUMBER: 715024 BUSINESS ADDRESS: STREET 1: 4200 150TH AVENUE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4257054874 MAIL ADDRESS: STREET 1: 4200 150TH AVENUE CITY: REDMOND STATE: WA ZIP: 98052 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY CROSSOVER MANAGEMENT IV LLC CENTRAL INDEX KEY: 0001123171 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 770527866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 575 HIGH ST CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506148200 MAIL ADDRESS: STREET 1: 575 HIGH ST CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 f65313a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) Expedia, Inc. ------------------------ (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------- (Title of Class of Securities) 30212510 (CUSIP Number) Carla S. Newell c/o Technology Crossover Ventures 575 High Street, Suite 400 Palo Alto, California 94301 (650) 614-8200 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: Ora T. Fisher Latham & Watkins 135 Commonwealth Drive Menlo Park, California 94025 (650) 463-2600 August 25, 2000 -------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 2 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV IV, L.P. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds AF, OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 3,608,978 SHARES OF COMMON STOCK (A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 3,608,978 SHARES OF COMMON STOCK (A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,608,978 SHARES OF COMMON STOCK (A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.5% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 3 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV IV STRATEGIC PARTNERS, L.P. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds AF, OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 134,574 SHARES OF COMMON STOCK (A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 134,574 SHARES OF COMMON STOCK (A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 134,574 SHARES OF COMMON STOCK (A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) .3% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 4 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TECHNOLOGY CROSSOVER MANAGEMENT IV, L.L.C. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds AF, OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 3,743,552 SHARES OF COMMON STOCK (A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 3,743,552 SHARES OF COMMON STOCK (A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,743,552 SHARES OF COMMON STOCK (A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.8% --------------------------------------------------------------------- (14) Type of Reporting Person OO --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 5 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV III (GP) --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 3,654 SHARES OF COMMON STOCK(A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 3,235 SHARES OF COMMON STOCK (EXCLUDES 419 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,654 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) LESS THAN 0.1% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 6 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV III, L.P. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 17,358 SHARES OF COMMON STOCK(A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 15,368 SHARES OF COMMON STOCK (EXCLUDES 1,990 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 17,358 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) LESS THAN 0.1% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 7 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV III (Q), L.P. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 461,346 SHARES OF COMMON STOCK(A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 408,452 SHARES OF COMMON STOCK (EXCLUDES 52,894 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 461,346 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.0% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 8 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TCV III STRATEGIC PARTNERS, L.P. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 20,892 SHARES OF COMMON STOCK(A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 18,497 SHARES OF COMMON STOCK (EXCLUDES 2,395 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 20,892 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) LESS THAN 0.1% --------------------------------------------------------------------- (14) Type of Reporting Person PN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 9 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person TECHNOLOGY CROSSOVER MANAGEMENT III, L.L.C. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of 503,250 SHARES OF COMMON STOCK(A) Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by -0- SHARES OF COMMON STOCK Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 445,552 SHARES OF COMMON STOCK (EXCLUDES 57,698 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 503,250 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.0% --------------------------------------------------------------------- (14) Type of Reporting Person OO --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 10 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person JAY C. HOAG --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds AF, OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of -0- SHARES OF COMMON STOCK Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 4,246,802 SHARES OF COMMON STOCK (A) Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 4,189,104 SHARES OF COMMON STOCK (EXCLUDES 57,698 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,246,802 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.8% --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 11 SCHEDULE 13D - -------------------- -------------------- CUSIP No. 30212510 - -------------------- -------------------- (1) Name of Reporting Person RICHARD H. KIMBALL --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds AF, OO --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------- (7) Sole Voting Power Number of -0- SHARES OF COMMON STOCK Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 4,246,802 SHARES OF COMMON STOCK (A) Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 4,189,104 SHARES OF COMMON STOCK (EXCLUDES 57,698 ESCROWED SHARES)(A) -------------------------------------------------------- (10) Shared Dispositive Power -0- SHARES OF COMMON STOCK -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,246,802 SHARES OF COMMON STOCK(A) --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.8% --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- - --------------- (A) Please see Item 5. 12 Item 1. Security and Issuer. This statement relates to shares of common stock, par value $0.01 per share (the "Common Stock"), of Expedia, Inc., a Washington corporation ("Expedia" or the "Company"). The Company's principal executive offices are located at 13810 SE Eastgate Way, Suite 400, Bellevue, Washington 98005. Item 2. Identity and Background. (a)-(c), (f). This statement is being filed by (1) TCV IV, L.P., a Delaware limited partnership ("TCV IV"), (2) TCV IV Strategic Partners, L.P., a Delaware limited partnership ("Strategic Partners IV"), (3) Technology Crossover Management IV, L.L.C., a Delaware limited liability company ("Management IV"), (4) TCV III (GP), a Delaware general partnership ("TCV III (GP)"), (5) TCV III, L.P., a Delaware limited partnership ("TCV III"), (6) TCV III (Q), L.P., a Delaware limited partnership ("TCV III (Q)"), (7) TCV III Strategic Partners, L.P., a Delaware limited partnership ("Strategic Partners III"), (8) Technology Crossover Management III, a Delaware limited liability company ("Management III"), (9) Jay C. Hoag ("Mr. Hoag") and (10) Richard H. Kimball ("Mr. Kimball"). TCV IV, Strategic Partners IV, Management IV, TCV III (GP), TCV III, TCV III (Q), Strategic Partners III, Management III, Mr. Hoag and Mr. Kimball are sometimes collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 1 and is incorporated by reference herein. TCV IV, Strategic Partners IV, Management IV, TCV III (GP), TCV III, TCV III (Q), Strategic Partners III and Management III are each principally engaged in the business of investing in securities of the Company and other companies. Management IV is the general partner of TCV IV and Strategic Partners IV. Management III is the general partner of TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III. The address of the principal business and office of each of TCV IV, Strategic Partners IV, Management IV, TCV III (GP), TCV III, TCV III (Q), Strategic Partners III and Management III is 575 High Street, Suite 400, Palo Alto, California 94301. Mr. Hoag and Mr. Kimball are the managing members of Management IV and Management III. Mr. Hoag and Mr. Kimball are each United States citizens, and the present principal occupation or employment of each is as a managing member of Management IV, Management III and related entities. The business address of each of Mr. Hoag and Mr. Kimball is 575 High Street, Suite 400, Palo Alto, California 94301. (d), (e). During the last five years, none of TCV IV, Strategic Partners IV, Management IV, TCV III (GP), TCV III, TCV III (Q), Strategic Partners III, Management III, Mr. Hoag or Mr. Kimball has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. TCV IV and Strategic Partners IV purchased the following shares of the Company's Common Stock in the open market (the "Market Shares"):
Name of Investor Date Shares Acquired Price per Share - ---------------------- ------ --------------- ---------------- TCV IV 8/3/00 17,353 $15.8056 Strategic Partners IV 8/3/00 647 $15.8056 TCV IV 8/7/00 14,461 $16.0000 Strategic Partners IV 8/7/00 539 $16.0000 TCV IV 8/8/00 4,820 $15.8750
13 Strategic Partners IV 8/8/00 180 $15.8750 TCV IV 8/11/00 19,281 $15.1563 Strategic Partners IV 8/11/00 719 $15.1563 TCV IV 8/14/00 28,922 $15.5625 Strategic Partners IV 8/14/00 1,078 $15.5625 TCV IV 8/15/00 21,209 $15.7557 Strategic Partners IV 8/15/00 791 $15.7557 TCV IV 8/17/00 4,820 $15.9375 Strategic Partners IV 8/17/00 180 $15.9375 TCV IV 8/18/00 4,820 $15.9375 Strategic Partners IV 8/18/00 180 $15.9375 TCV IV 8/23/00 2,410 $15.8750 Strategic Partners IV 8/23/00 90 $15.8750 TCV IV 8/25/00 7,231 $15.9375 Strategic Partners IV 8/25/00 269 $15.9375
The source of funds for the acquisition of the Market Shares by TCV IV and Strategic Partners IV was from capital contributions from their respective partners. Pursuant to the terms of a Common Stock Purchase Agreement dated June 25, 2000 (the "Purchase Agreement") by and among Expedia, on the one hand, and TCV IV and Strategic Partners IV (the "Investors"), on the other hand, Expedia agreed to issue and sell, and TCV IV and Strategic Partners IV agreed to purchase, 2,903,042 and 108,251 shares, respectively, of the Company's Common Stock (the "Shares"), at a price of $16.604167 per share of Common Stock. Pursuant to the Purchase Agreement, Expedia also agreed to issue to TCV IV and Strategic Partners IV warrants (each, a "Warrant" and collectively, the "Warrants"), at a price of $.01 per underlying share to purchase 580,609 and 21,650 shares (the "Warrant Shares"), respectively, of Common Stock at a per share exercise price of $16.604167. In consideration for the Shares and Warrants, TCV IV and Strategic Partners IV paid the Company $48,208,400.27 and $1,797,634.18, respectively, upon the closing date for the transaction, August 25, 2000 (the "Closing Date"). The source of funds for the acquisition of the Shares and Warrants by TCV IV and Strategic Partners IV was from capital contributions from their respective partners. The Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein. Pursuant to the terms of an Agreement and Plan of Reorganization dated January 30, 2000 (the "Merger Agreement") by and among Expedia, VacationSub, Inc. (a wholly-owned subsidiary of Expedia), VacationSpot.com, Inc., Steven D. Murch and Greg Slyngstad, Expedia agreed to issue .1548 shares of Common Stock for each share of preferred stock and common stock of VacationSpot.com, Inc. upon the closing of a merger between VacationSub, Inc. and VacationSpot,com, Inc. As a result of the VacationSpot.com merger, which closed March 17, 2000, TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III became entitled to receive 3,654, 17,358, 461,346 and 20,892 shares of Common Stock, respectively, or an aggregate of 503,250 shares (the "Merger Shares"), in exchange for an aggregate of 3,250,000 shares of preferred stock of VacationSpot.com, Inc. A portion of the Merger Shares (the "Escrowed Shares") were pledged to ChaseMellon Shareholder Services, LLC, as custodian, to secure the indemnification obligations of the VacationSpot.com, Inc. stockholders pursuant to an Escrow Agreement dated March 17, 2000 (the "Escrow Agreement") among Expedia, ChaseMellon Shareholder Services, LLC, VacationSpot.com, Inc., the stockholders of VacationSpot.com, Inc. and Carla S. Newell as the representative of the stockholders. The source of funds for the acquisition of the Merger Shares by TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III was the shares of preferred stock of VacationSpot.com, Inc. held by each such Reporting Person. The Merger Agreement and the Escrow Agreement are attached hereto 14 as Exhibit 5 and Exhibit 6, respectively, and are incorporated by reference herein. Item 4. Purpose of Transaction. Purchase Agreement The Investors agreed to purchase, and the Company agreed to sell, the Shares and Warrants pursuant to the Purchase Agreement. As a condition to the closing of the transaction, Expedia agreed to nominate Mr. Hoag or cause him to be nominated to Expedia's Board of Directors for as long as TCV IV and Strategic Partners IV continue to own 2,000,000 of the Shares or shares acquired upon exercise of the Warrants. Mr. Hoag became a director effective as of the Closing Date. Registration Rights Agreement Pursuant to the Purchase Agreement, the Company, TCV IV and Strategic Partners IV agreed to enter into a Registration Rights Agreement dated the Closing Date. Pursuant to the Registration Rights Agreement, the Company has agreed to register the Shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, subject to certain exceptions. The Company is obligated to pay all expenses incurred in connection with such registrations (other than brokers' fees, underwriting discounts and commissions, investment banking fees applicable to the Investors' securities and Investors' legal fees, which will be borne by the Investors). The Company has agreed to indemnify the Investors and related persons against certain liabilities under the securities laws in connection with the sale of securities under such registrations. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein. Warrants The Warrants represent the right to purchase shares of the Company's Common Stock at an exercise price of $16.604167 per share. Payment of the exercise price may be made in cash, or through the surrender of Common Stock underlying Warrants with a fair market value equal to the exercise price of the Warrants being exercised (otherwise known as net exercise). The exercise price and the number of shares issuable upon exercise of the Warrants is subject to anti-dilution adjustment under certain circumstances as set forth in the Warrants. A copy of the form of Warrant issued to the Investors is attached hereto as Exhibit 3 and is incorporated by reference herein. The Reporting Persons acquired the Market Shares, Shares, Warrants and Merger Shares for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, exercise all or a portion of the Warrants and may acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the Market Shares, Shares, Merger Shares, Warrants and/or Common Stock issued upon exercise of the Warrants in the open market or in privately negotiated transactions. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 15 Item 5. Interest in Securities of the Issuer. (a), (b). As of the close of business on August 25, 2000, TCV IV, Strategic Partners IV, TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III direct ownership of Common Stock is as follows:
- ------------------------------------------------------------------------------------ Name of Investor Number of Total Shares Percentage of Outstanding Shares (Including Warrants and Outstanding Shares Escrowed Shares) (Including Warrants and Escrowed Shares)(a) - ------------------------------------------------------------------------------------ TCV IV 3,608,978 7.5% - ------------------------------------------------------------------------------------ Strategic Partners IV 134,574 0.3% - ------------------------------------------------------------------------------------ TCV III (GP) 3,654 less than 0.1% - ------------------------------------------------------------------------------------ TCV III 17,358 less than 0.1% - ------------------------------------------------------------------------------------ TCV III (Q) 461,346 1.0% - ------------------------------------------------------------------------------------ Strategic Partners III 20,892 less than 0.1% - ------------------------------------------------------------------------------------
(a) All percentages in this table are based on the 44,489,000 shares of Common Stock of the Company outstanding, as reported in the Company's 424(b)(3) prospectus filed with the Securities and Exchange Commission on August 4, 2000 and also reflect the issuance of the Shares and assume the issuance of the Warrant Shares. Each of TCV IV and Strategic Partners IV has the sole power to dispose or direct the disposition of the Market Shares, Shares and Warrants which it holds directly and the Warrant Shares acquirable upon exercise of the Warrants. Each of TCV IV and Strategic Partners IV has the sole power to direct the vote of its respective Market Shares and Shares, and will have the power to vote or direct the vote of the Warrant Shares upon exercise of the Warrants. Management IV is the sole general partner of each of TCV IV and Strategic Partners IV and in such capacity may be deemed to have the sole power to dispose or direct the disposition of the Market Shares, Shares, Warrants and Warrant Shares which TCV IV and Strategic Partners IV would hold upon exercise of such Warrants, and to direct the vote of the Market Shares and Shares and Warrant Shares upon exercise of the Warrants. Management IV disclaims beneficial ownership of the securities owned by TCV IV and Strategic Partners IV except to the extent of its pecuniary interest therein. Messrs. Hoag and Kimball are the managing members of Management IV. Under the operating agreement of Management IV, each of Messrs. Hoag and Kimball have the independent power to cause the funds managed by Management IV to buy and sell securities of publicly traded portfolio companies, however, in general, they must act by unanimous consent with respect to all other matters, including directing the voting of such securities. As a result, each of Messrs. Hoag and Kimball may be deemed to have the sole power to dispose or direct the disposition of the Market Shares, Shares and Warrants held by TCV IV and Strategic Partners IV, and Warrant Shares which TCV IV and Strategic Partners IV would own upon exercise of such Warrants, and may be deemed to have the shared power to vote or direct the vote of the Market Shares and Shares and Warrant Shares upon exercise of such Warrants. Messrs. Hoag and Kimball disclaim beneficial ownership of the 16 securities owned by TCV IV and Strategic Partners IV except to the extent of their pecuniary interest therein. Each of TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III has the sole power to dispose or direct the disposition of the Merger Shares (other than the Escrowed Shares) and to direct the vote of the Merger Shares. Upon the release of the Escrowed Shares, and subject thereto, each of TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III will have the sole power to dispose or direct the disposition of any such Merger Shares released from the escrow. Management III is the sole general partner of each of TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III and in such capacity may be deemed to have the sole power to dispose or direct the disposition of the Merger Shares held by such entities (other than such shares as are pledged under the Escrow Agreement) and to direct the vote of the Merger Shares. Upon the release of the Escrowed Shares, and subject thereto, Management III may be deemed to have the sole power to dispose or direct the disposition of any such Merger Shares released from the escrow. Management III disclaims beneficial ownership of the securities owned by TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III except to the extent of its pecuniary interest therein. Messrs. Hoag and Kimball are the managing members of Management III. Under the operating agreement of Management III, each of Messrs. Hoag and Kimball have the independent power to cause the funds managed by Management III to buy and sell securities of publicly traded portfolio companies, however, in general, they must act by unanimous consent with respect to all other matters, including directing the voting of such securities. As a result, each of Messrs. Hoag and Kimball may be deemed to each have the sole power to dispose or direct the disposition of the Merger Shares held by TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III (other than the Escrowed Shares) and the shared power to direct the vote of the Merger Shares. Upon the release of the Escrowed Shares, and subject thereto, each of Messrs. Hoag and Kimball may be deemed to have the sole power to dispose or direct the disposition of any such Merger Shares released from the escrow. Messrs. Hoag and Kimball disclaim beneficial ownership of the securities owned by TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III except to the extent of their pecuniary interest therein. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in Expedia but do not affirm the existence of any such group. Except as set forth in this Item 5(a) - (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person. (c). Except as set forth herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. (d). Not applicable. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 4 above summarizes certain provisions of the Purchase Agreement, the Registration Rights Agreement and the Warrants. A copy of the Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein. A copy of the form of Warrant is attached hereto as Exhibit 3 and is incorporated by reference herein. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein. Merger Agreement Pursuant to the Merger Agreement, upon the closing of the merger 17 of VacationSub, Inc. (a wholly-owned subsidiary of Expedia) and VacationSpot.com, Inc., effective March 17, 2000, Expedia issued the Merger Shares to TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III in exchange for their shares of preferred stock of VacationSpot.com, Inc. Expedia is obligated to file a registration statement with the Securities and Exchange Commission to register the Merger Shares under certain circumstances. A copy of the Merger Agreement is attached hereto as Exhibit 5 and incorporated herein by reference. Expedia's obligation to so register the Merger Shares contained in the Merger Agreement is also incorporated into each Investment Agreement dated March 17, 2000 ("Investment Agreement") between Expedia and each stockholder of VacationSpot.com, Inc. A form of the Investment Agreement is attached hereto as Exhibit 7 and incorporated herein by reference. Escrow Agreement Pursuant to the Escrow Agreement, the former stockholders of VacationSpot.com, Inc. pledged the Escrowed Shares to ChaseMellon Shareholder Services, LLC, to secure claims by Expedia for indemnification under the Merger Agreement. While the Escrowed Shares remain in escrow, TCV III (GP), TCV III, TCV III (Q) and Strategic Partners III retain their right to vote the Escrowed Shares, but they do not have the power to dispose of such Merger Shares. A copy of the Escrow Agreement is attached hereto as Exhibit 6 and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Expedia, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement (incorporated by reference from Exhibit 1 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 2 Common Stock Purchase Agreement, dated June 25, 2000, among Expedia, Inc., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 3 Form of Warrant to Purchase Common Stock of Expedia, Inc., to be issued to TCV IV, L.P. and TCV IV Strategic Partners, L.P. on the Closing Date (incorporated by reference from Exhibit 3 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 4 Registration Rights Agreement, to be dated the Closing Date, among Expedia, Inc., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (incorporated by reference from Exhibit 4 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 5 Agreement and Plan of Reorganization by and among Expedia, Inc., VacationSub, Inc., VacationSpot.com, Inc., Steven D. Murch and Greg Slyngstad dated January 30, 2000 (incorporated by reference from Exhibit 2.2 of Expedia's Form 8-K dated March 17, 2000). Exhibit 6 Escrow Agreement among Expedia, ChaseMellon Shareholder Services, LLC, Carla S. Newell, TCV III 18 (GP), TCV III, TCV III (Q), Strategic Partners III and the other parties thereto, dated March 17, 2000 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 7 Form of Investment Agreement between Expedia, Inc. and a stockholder of VacationSpot.com, Inc. (incorporated by reference from Exhibit 7 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 8 Statement Appointing Designated Filer and Authorized Signatories dated February 22, 2000. Exhibit 9 Statement Appointing Designated Filer and Authorized Signatories dated June 1, 2000 (incorporated by reference from Exhibit F to the Schedule 13G relating to the common stock of eLoyalty Corporation filed on June 5, 2000). 19 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 31, 2000 TCV IV, L.P. By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory TCV IV STRATEGIC PARTNERS, L.P. By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory TECHNOLOGY CROSSOVER MANAGEMENT IV, L.L.C. By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory TCV III (GP) By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory TCV III, L.P. By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory TCV III (Q), L.P. By: /s/ Carla S. Newell --------------------------------- Name: Carla S. Newell Its: Authorized Signatory 20 TCV III STRATEGIC PARTNERS, L.P. By: /s/ Carla S. Newell ------------------------------------------ Name: Carla S. Newell Its: Authorized Signatory TECHNOLOGY CROSSOVER MANAGEMENT III, L.L.C. By: /s/ Carla S. Newell ------------------------------------------ Name: Carla S. Newell Its: Authorized Signatory JAY C. HOAG /s/ Carla S. Newell ------------------------------------------ By: Carla S. Newell, Authorized Signatory RICHARD H. KIMBALL /s/ Carla S. Newell ------------------------------------------ By: Carla S. Newell, Authorized Signatory 21 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement (incorporated by reference from Exhibit 1 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 2 Common Stock Purchase Agreement, dated June 25, 2000, among Expedia, Inc., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 3 Form of Warrant to Purchase Common Stock of Expedia, Inc., to be issued to TCV IV, L.P. and TCV IV Strategic Partners, L.P. on the Closing Date (incorporated by reference from Exhibit 3 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 4 Registration Rights Agreement, to be dated the Closing Date, among Expedia, Inc., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (incorporated by reference from Exhibit 4 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 5 Agreement and Plan of Reorganization by and among Expedia, Inc., VacationSub, Inc., VacationSpot.com, Inc., Steven D. Murch and Greg Slyngstad dated January 30, 2000 (incorporated by reference from Exhibit 2.2 of Expedia's Form 8-K dated March 17, 2000). Exhibit 6 Escrow Agreement among Expedia, ChaseMellon Shareholder Services, LLC, Carla S. Newell, TCV III (GP), TCV III, TCV III (Q), Strategic Partners III and the other parties thereto, dated March 17, 2000 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 7 Form of Investment Agreement between Expedia, Inc. and a stockholder of VacationSpot.com, Inc. (incorporated by reference from Exhibit 7 to the Schedule 13D relating to the common stock of Expedia filed on July 5, 2000). Exhibit 8 Statement Appointing Designated Filer and Authorized Signatories dated February 22, 2000. Exhibit 9 Statement Appointing Designated Filer and Authorized Signatories dated June 1, 2000 (incorporated by reference from Exhibit F to the Schedule 13G relating to the common stock of eLoyalty Corporation filed on June 5, 2000). EX-8 2 f65313a1ex8.txt EXHIBIT 8 1 EXHIBIT 8 STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORIES, FEBRUARY 22, 2000 Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Technology Crossover Management III, L.L.C. or such other person or entity as is designated in writing by Robert C. Bensky or Carla S. Newell (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission or with any regulatory body, including United States federal, state and self-regulatory bodies (collectively, the "Reports"), with respect to the Reporting Person's ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Robert C. Bensky and Carla S. Newell (each, an "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or an Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and each Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with any United States federal or state law or with any regulations promulgated thereto. IN WITNESS WHEREOF, the undersigned has caused this Statement Appointing Designated Filer and Authorized Signatories to be effective as of February 22, 2000. REPORTING PERSONS: February 22, 2000 Technology Crossover Ventures, L.P., a Delaware Limited Partnership By: Technology Crossover Management, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag ----------------------------- Jay C. Hoag, Managing Member 2 February 22, 2000 Technology Crossover Ventures, C.V., a Netherlands Antilles Limited Partnership By: Technology Crossover Management, L.L.C., a Delaware Limited Liability Company, Its Investment General Partner By: /s/ Jay C. Hoag ------------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Management, L.L.C., a Delaware Limited Liability Company, By: /s/ Jay C. Hoag ------------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCV II, V.O.F., a Netherlands Antilles General Partnership By: Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, Its Investment General Partner By: /s/ Jay C. Hoag ------------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Ventures II, L.P., a Delaware Limited Partnership By: Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag ------------------------------------------------- Jay C. Hoag, Managing Member 3 February 22, 2000 TCV II (Q), L.P., a Delaware Limited Partnership By: Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCV II Strategic Partners, L.P., a Delaware Limited Partnership By: Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Ventures II, C.V., a Netherlands Antilles Limited Partnership By: Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, Its Investment General Partner By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Management II, L.L.C., a Delaware Limited Liability Company, By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member 4 February 22, 2000 TCV III (GP), a Delaware General Partnership By: Technology Crossover Management III, L.L.C., a Delaware Limited Liability Company, Its Managing General Partner By: /s/ Jay C. Hoag ----------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCV III, L.P., a Delaware Limited Partnership By: Technology Crossover Management III, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag --------------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCV III(Q), L.P., a Delaware Limited Partnership By: Technology Crossover Management III, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag --------------------------------- Jay C. Hoag, Managing Member 5 February 22, 2000 TCV III Strategic Partners, L.P., a Delaware Limited Partnership By: Technology Crossover Management III, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag ------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Management III, L.L.C., a Delaware Limited Liability Company, By: /s/ Jay C. Hoag ------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCV IV, L.P., a Delaware Limited Partnership By: Technology Crossover Management IV, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Jay C. Hoag ------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Technology Crossover Management IV, L.L.C., a Delaware Limited Liability Company, By: /s/ Jay C. Hoag ------------------------------------------- Jay C. Hoag, Managing Member 6 February 22, 2000 TCV Franchise Fund, L.P., a Delaware Limited Partnership By: TCVF Management, L.L.C., a Delaware Limited Liability Company Its General Partner By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 TCVF Management, L.L.C., a Delaware Limited Liability Company By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Managing Member February 22, 2000 Mauna Kea Partners, a Delaware General Partnership, By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Partner February 22, 2000 Mauna Lani Partners, a Delaware General Partnership, By: /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag, Partner February 22, 2000 /s/ Jay C. Hoag -------------------------------------------- Jay C. Hoag 7 February 22, 2000 /s/ Richard H. Kimball ---------------------------- Richard H. Kimball February 22, 2000 /s/ Robert C. Bensky ---------------------------- Robert C. Bensky February 22, 2000 /s/ Jon Q. Reynolds ---------------------------- Jon Q. Reynolds February 22, 2000 /s/ Marc S. Tesler ---------------------------- Marc S. Tesler February 22, 2000 /s/ C. Toms Newby III ---------------------------- C. Toms Newby III February 22, 2000 /s/ Michael G. Linnert ---------------------------- Michael G. Linnert February 22, 2000 /s/ Christopher M. Nawn ---------------------------- Christopher M. Nawn 8 February 22, 2000 /s/ Carla S. Newell ------------------------------- Carla S. Newell February 22, 2000 /s/ Richard S. Friedman ------------------------------- Richard S. Friedman February 22, 2000 /s/ A. Brooke Seawell ------------------------------- A. Brooke Seawell -----END PRIVACY-ENHANCED MESSAGE-----