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) December 22, 1999
MAPQUEST.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-72667 36394110
(Commission File Number) (I.R.S. Employer Identification No.)
3710 Hempland Road, Mountville, Pennsylvania 17554
(Address of Principal Executive Offices) (Zip Code)
(717) 285-8500
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
Acquisition by America Online, Inc.
On December 22, 1999, MapQuest and America Online, Inc. ("AOL") announced
that they had entered into an Agreement and Plan of Merger, dated as of December
21, 1999 (the "Merger Agreement"), a copy of which is filed as Exhibit 2.1
hereto and incorporated herein by reference. Pursuant to the terms of the Merger
Agreement, an AOL subsidiary will be merged (the "Merger") with and into
MapQuest, with MapQuest surviving the Merger and becoming a wholly-owned
subsidiary of AOL. The Merger is intended to be a tax-free reorganization
pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended, and
is intended to be treated as a pooling of interests for financial reporting
purposes.
A copy of the press release which announces the Merger Agreement is filed
as Exhibit 99.1 hereto and incorporated herein by reference.
The foregoing descriptions of the above noted documents are qualified in
their entirety by reference to such documents as they appear in the
corresponding exhibits attached hereto. The press release filed as Exhibit 99.1
contains "forward looking statements" within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and is
qualified by cautionary statements contained therein, including the fact that
the Merger is subject to various conditions and therefore may not close, and in
MapQuest's filings with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
---- --------------------
2.1 Agreement and Plan of Merger, dated as of December 21, 1999,
among America Online, Inc., MQ Acquisition, Inc. and
MapQuest.com, Inc.
99.1 Joint Press Release issued by MapQuest.com, Inc. and America
Online, Inc. on December 22, 1999, announcing the planned
acquisition
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.
MapQuest.com, Inc.
(Registrant)
Dated: December 27, 1999 By: /s/ James Thomas
--------------------------
Name: James Thomas
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Sequential
No. Document Description Page No.
--- -------------------- --------
2.1 Agreement and Plan of Merger, dated as of December 21,
1999, among America Online, Inc., MQ Acquisition,
Inc. and MapQuest.com, Inc.
99.1 Joint Press Release issued by MapQuest.com, Inc. and
America Online, Inc. on December 22, 1999, announcing
the planned acquisition.