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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): November 3, 1999
COSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24531 52-2091509
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7475 Wisconsin Ave, Suite 600 20814
Bethesda, Maryland (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (301) 215-8300
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ITEM 5. OTHER EVENTS.
On November 3, 1999, Costar Group, Inc. ("CoStar") entered into a
definitive agreement to acquire COMPS.COM, Inc. ("COMPS"), which will be
effected by the merger of COMPS into a wholly owned subsidiary of CoStar. The
merger agreement is attached as Exhibit 2.1 to this document and readers are
urged to read that agreement and the exhibits to the agreement carefully in its
entirety. The merger agreement provides that each holder of a share of COMPS
common stock may elect to receive either $7.50 in cash or 0.31496 shares of
CoStar common stock, but these elections will be adjusted so that 50.1% of the
COMPS shares receive CoStar common stock and 49.9% of the COMPS shares receive
cash.
In connection with the execution of the merger agreement, stockholders
of COMPS.COM holding over 50% of the outstanding shares of common stock agreed
to vote in favor of the adoption of the merger agreement.
On November 4, 1999, CoStar and COMPS.COM made a joint press release. A
copy of that press release is attached as Exhibit 99.1 to this document.
The merger is subject to the approval of COMPS stockholders, as well as
various governmental bodies. Therefore, there can be no assurance that the
acquisition of COMPS by CoStar will be consummated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of November 3, 1999, by
and between COMPS.COM, INC., CoStar Group, Inc. and Acq Sub,
Inc. The disclosure letter referenced in the Merger Agreement
has not been included because it contains information that is
not material to an investment decision and is otherwise
discussed in the agreement; it will be provided supplementally
to the Staff of the Securities and Exchange Commission upon
request.
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99.1 Press Release dated November 4, 1999
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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.
CoStar Group, Inc.
Date: November 16, 1999 /s/ Frank A. Carchedi
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Frank A. Carchedi
Chief Financial Officer
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