SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14D-9

(Rule 14d-101)

Solicitation/ Recommendation Statement under

Section 14(d)(4)

of the Securities Exchange Act of 1934

Tickets.com, Inc.

(Name of Subject Company)

Tickets.com, Inc.

(Name of Persons Filing Statement)

Common Stock, Par Value $0.000225 Per Share

(Title of Class of Securities)

88633 M101

(CUSIP Number of Class of Securities)

Robert F. Murphy

General Counsel

Tickets.com, Inc.

555 Anton Boulevard, 11th Floor

Costa Mesa, California 92626

(714) 327-5400

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of

the persons filing statement)

With copies to:

Frank M. Placenti

Bryan Cave LLP

Two North Central Avenue, Suite 2200

Phoenix, Arizona 85004

(602) 364-7000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

			Page
	Item  1.	Subject Company Information		1
	Item  2.	Identity and Background of Filing Person		2
	Item  3.	Past Contacts, Transactions, Negotiations and Agreements; Conflicts of Interest		4
	Item  4.	The Solicitation or Recommendation		9
	Item  5.	Persons Retained, Employed or Compensated		15
	Item  6.	Interest in Securities of the Subject Company: Securities Transactions		16
	Item  7.	Purposes of the Transaction and Plans or Proposals: Subject Company Negotiations		16
	Item  8.	Additional Information		16
	Item  9.	Material To Be Filed as Exhibits		18
SIGNATURE				20

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Item 1. Subject Company Information

      (a) The name of the subject company to which this Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, and together with any Exhibits or Annexes hereto, the “Schedule 14D-9”) relates is Tickets.com, Inc., a Delaware corporation (“Tickets.com” or “Company”). The address of the principal executive office of the Company is 555 Anton Boulevard, 11th Floor, Costa Mesa, California 92626. The Company’s telephone number at its principal executive office is (714) 327-5400.

      (b) The title of the subject class of equity securities is Tickets.com’s common stock, par value $0.000225 per share (“Common Stock”). As of February 8, 2005, there were 9,683,523 shares of Common Stock outstanding.

      (c) The Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has not filed periodic reports under the Exchange Act since its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. Therefore, Tickets.com is considered a delinquent filer. In addition, the Common Stock is not traded on any exchange or listed on a national quotation system. However, certain securities firms quote the Common Stock for trading on the over the counter market operated by Pink Sheets LLC (the “Pink Sheets”).

      On February 14, 2005, Tickets.com filed a Form 8-K which included audited financial statements as of and for the fiscal year ended December 31, 2003, but did not contain audited financial statements for any other periods. PricewaterhouseCoopers LLP (“PWC”) conducted the audit of Tickets.com’s 2003 financial statements. PWC’s audit report expressed an unqualified opinion on the financial statements but did include an explanatory paragraph indicating that there is substantial doubt about the Company’s ability to continue as a going concern.

      During the preparation of its 2003 financial statements, management of the Company identified material weaknesses in Tickets.com’s system of internal controls over financial reporting. Despite its efforts to date, management of Tickets.com believes that the Company’s internal controls are not effective to prevent or detect material misstatements. These material weaknesses are described in the Form 8-K regarding the audited financial statements for the fiscal year ended December 31, 2003. The audited financial statements were filed as Exhibit 99.1 to the Form 8-K. That Form 8-K, dated and filed on February 14, 2005, with a filing date of February 15, 2005, has been filed as Exhibit (e)(10) and is incorporated herein by reference. Tickets.com has not issued financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) for any period subsequent to December 31, 2003. The Company has not issued audited financial statements for the fiscal year ended December 31, 2002, and subsequent to the issuance of the Company’s audited financial statements for the fiscal year ended December 31, 2001, the Company determined that the audited financial statements for the fiscal year ended December 31, 2001, would require restatement and reaudit. The Company has no plans to do the foregoing prior to completion of the Offer described herein.

      Notwithstanding the filing of its 2003 audited financial statements, Tickets.com will continue to be considered a delinquent Securities and Exchange Commission (“SEC”) filer until all required Exchange Act reports have been filed. Tickets.com does not believe that it will be in a position to resume the preparation of the financial statements in accordance with GAAP for fiscal year 2002 or begin the work necessary to prepare financial statements in accordance with GAAP for the 2004 fiscal year until June 2005, at the earliest. Even assuming the preparation of the financial statements for 2002 and 2004 can be initiated and completed during the latter half of 2005, there is no current estimate as to when the audits of the 2002 and 2004 financial statements could be completed.

      As a result of these circumstances, stockholders are advised:

•  there is no current active trading market for the Common Stock, other than moderate trading on the Pink Sheets;

•  the historical financial information available to stockholders concerning Tickets.com is more limited than that customarily available to stockholders when evaluating transactions such as the Offer and Merger discussed herein;

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•  the published financial statements of Tickets.com for 2003 are not comparable to any other financial statements of the Company;

•  the 2003 operating results are not necessarily indicative of future operating results, and the Company has received an explanatory paragraph from its auditor regarding the substantial doubt about its ability to continue as a going concern; and

•  the Company is not providing audited or unaudited financial statements prepared in accordance with GAAP as of or for any periods prior to or following the year ended December 31, 2003.

Item 2. Identity and Background of Filing Person

      Name and Address. The filing person is the subject company. Tickets.com’s name, business address and business telephone number are stated in Item 1(a) above.

      Tender Offer. This Schedule 14D-9 relates to the tender offer by MLBAM Acquisition Corp., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of MLB Advanced Media, L.P., a Delaware limited partnership (“Parent” or “MLBAM”), to purchase all of the issued and outstanding shares of Common Stock (the “Share(s)”), at a purchase price of $1.10 per Share, net to the seller in cash without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February  17, 2005 (the “Offer to Purchase”), included in Purchaser’s Tender Offer Statement on Schedule TO filed with the SEC on February 17, 2005 (as amended or supplemented from time to time, the “Schedule TO”), and the related Letter of Transmittal (which together collectively constitute the “Offer”). The Offer to Purchase and the Letter of Transmittal are Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to this Schedule 14D-9, are being mailed to stockholders together with this Schedule 14D-9, and are incorporated herein by reference. MLBAM is the interactive media and internet company of Major League Baseball.

      Merger Agreement. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of February 14, 2005, by and among Parent, Purchaser and Tickets.com (the “Merger Agreement”). The Merger Agreement provides that, following the completion of the Offer and subject to the satisfaction or waiver of certain conditions, and in accordance with Section 253 of the Delaware General Corporation Law (the “DGCL”), Purchaser will be merged with and into Tickets.com (the “Merger”), with Tickets.com surviving as a direct wholly-owned subsidiary of Parent (the “Surviving Corporation”). The Merger Agreement filed as Exhibit 2.1 to the Company’s Form 8-K dated February 15, 2005, has been filed as Exhibit (e)(3) and is incorporated herein by reference. That Form 8-K has been filed as Exhibit (e)(11) and is incorporated by reference.

      Notwithstanding any other provision of the Offer or Merger Agreement to the contrary (except for the provisions of Section 1.01(b) of the Merger Agreement which shall remain applicable), Purchaser shall not accept for payment or pay for any tendered Shares if there shall not have been validly tendered and not properly withdrawn prior to the expiration of the Offer such number of Shares which, together with the shares of Common Stock into which the warrants and shares of preferred stock to be acquired by Purchaser pursuant to the Securities Purchase Agreement are exercisable or convertible, represents at least 90% of all of the Shares assuming the exercise of such warrants and conversion of such preferred stock into Common Stock (the “90% Minimum Condition”). (See “Securities Purchase Agreement and Stockholder Agreements” below).

      At the effective time of the Merger (the “Effective Time”), should it occur, each Share (other than (i) shares of Common Stock held in the treasury of Company, (ii) Shares owned by any Company subsidiary, (iii) Shares owned by Parent and any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, and (iv) other Shares that are held by stockholders, if any, who properly exercise their dissenters’ rights under Section 262 of the DGCL), will be cancelled and converted into the right to receive the Offer Price. Following the Merger, should it occur, Tickets.com will file a certification on Form 15 with the SEC to terminate registration of the Common Stock under Section 12(g) of the Exchange Act pursuant to Rule 12g-4 thereunder and suspend Tickets.com’s reporting obligations under Section 15(d) of the Exchange Act pursuant to Rule 12h-3 thereunder.

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      If the Company, Parent or Purchaser terminates the Merger Agreement in the manner described in Section 7.02(b) thereof, the Company must pay Parent $2.5 million in accordance with the terms thereof. The summary and description of the Merger Agreement in Section 10 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is Exhibit (e)(3) hereto and is incorporated herein by reference.

      Material Federal Income Tax Consequences. Any receipt of cash consideration in the Offer or the Merger may be a taxable transaction for U.S. federal income tax purposes. The Company encourages each stockholder to consult with his or her tax advisor about the particular effect the proposed transactions will have on their U.S. federal income taxes. A discussion of the material U.S. federal income tax considerations relating to the Offer and the Merger is included in Section 5 of the Offer to Purchase filed by Purchaser and is incorporated herein by reference.

      Securities Purchase Agreement and Stockholder Agreements. Concurrently with the execution of the Merger Agreement, Parent and Purchaser entered into a Securities Purchase Agreement and four separate Stockholder Agreements in order to facilitate the successful completion of the Offer and Merger.

      The Parent and Purchaser entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated February 14, 2005, with General Atlantic Partners 54, L.P., General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P. and GapStar, LLC, pursuant to which Purchaser agreed to purchase 100% of the Company’s issued and outstanding Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock (the “Series G Preferred Stock”) and all of the Series F Senior Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock,” and together with the Series G Preferred Stock, the “Preferred Stock”) beneficially owned by these entities, and all warrants to purchase Common Stock beneficially owned by these entities. These entities collectively own 81% of the outstanding Series F Preferred Stock. Upon consummation of the transactions contemplated by the Merger Agreement, assuming that all Preferred Stock and warrants owned by these entities will be converted into Common Stock, Parent and Purchaser will control 18,883,126 Shares out of the 30,017,708 Shares that will then be outstanding. These 18,883,126 Shares represent 70% of the 27,015,938 Shares necessary to satisfy the 90% Minimum Condition and complete the Merger.

      The Parent and Purchaser also entered into a Stockholder Agreement, dated February 14, 2005, with International Capital Partners, Inc. Profit Sharing Trust (“ICP”), and a similar Stockholder Agreement, dated February 14, 2005, with Sports Capital Partners, LP, Sports Capital Partners (Cayman Islands), LP and Sports Capital Partners CEV, LLC (together with ICP, the “Other Series F Holders”), whereby these entities agreed to convert the Series F Preferred Stock beneficially owned by them into shares of Common Stock pursuant to the terms of the Series F Preferred Stock and to tender all Shares beneficially owned in the Offer. These entities collectively own 19% of the Series F Preferred Stock issued and outstanding, and also own collectively 148,406 Shares. As a result, pursuant to these Stockholder Agreements, the Other Series F Holders will tender 1,599,465 Shares in the Offer.

      The Parent and Purchaser also entered into a similar Stockholder Agreement, dated February 14, 2005, with General Atlantic Partners 46, L.P., General Atlantic Partners 54, L.P., General Atlantic Partners 74, L.P., GapStar LLC, GAP Coinvestment Partners, L.P. and GAP Coinvestment Partners II, L.P. (collectively referred to as the “GAP Entities”) whereby the GAP Entities will tender all Shares beneficially owned by them in the Offer. The GAP Entities collectively beneficially own 1,459,211 Shares.

      The Parent and Purchaser have also entered into a similar Stockholder Agreement, dated February 14, 2005, with Competiber, S.A., Ignacio Suárez-Zuloaga, Ramon Suárez and Valor XXI SICAV, S.A (collectively, the “Competiber Group”), pursuant to which the Competiber Group agreed to tender all Shares beneficially owned by them in the Offer. The Competiber Group beneficially owns 2,535,394 Shares.

      These Stockholder Agreements will terminate upon the earlier of the completion of the Merger or the termination of the Merger Agreement. Termination of the Merger Agreement is discussed in Section 7 of the Merger Agreement, which is Exhibit (e)(3) hereto and is incorporated herein by reference.

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      The summary and description of these agreements in Section 10 of the Offer to Purchase are incorporated herein by reference. Such summary and description, and the description contained herein, are qualified in their entirety by reference to the agreements, which are Exhibits (e)(4), (e)(5), (e)(6), (e)(7) and (e)(8) hereto and are incorporated herein by reference.

      As a result of these agreements, 24,477,196 Shares, or approximately 82% of the Shares on a fully diluted basis (assuming the conversion of all Preferred Stock and the exercise of all warrants acquired from the GAP Entities), will be tendered in the Offer or otherwise purchased by the Purchaser following consummation of the Offer. These Shares will count towards satisfaction of the 90% Minimum Condition.

      As set forth in the Schedule TO, the principal executive office of Parent is MLB Advanced Media, L.P., 75 Ninth Avenue, New York, New York 10011, and its telephone number is (212) 485-3444. As set forth in the Schedule TO, the principal executive office of Purchaser is MLBAM Acquisition Corp., c/o MLB Advanced Media, L.P., 75 Ninth Avenue, New York, New York 10011, and its telephone number is (212) 485-3444.

      All information contained in this Schedule 14D-9 with respect to Tickets.com and its advisors has been provided by Tickets.com. All information in this Schedule 14D-9 or incorporated into this Schedule 14D-9 by reference concerning Purchaser or Parent, or actions or events with respect to either of them, was provided by Purchaser or Parent, respectively. Although Tickets.com does not have any knowledge that would indicate that any statements contained herein based upon information provided by Parent or Purchaser are untrue, Tickets.com takes no responsibility for the accuracy, validity or completeness of such information or for any failure by Parent or Purchaser to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to Tickets.com.

Item 3. Past Contacts, Transactions, Negotiations and Agreements; Conflicts of Interest

      In considering the recommendations of the Special Committee in favor of the Offer, stockholders of Tickets.com should be aware that certain members of the Board and certain executive officers of Tickets.com may have interests in the Offer and the Merger that are different from, or in addition to, the interests of Tickets.com stockholders generally. These interests may present them with a conflict of interest. Each material agreement, arrangement or understanding between Tickets.com or its affiliates and (i) its executive officers, directors and affiliates or (ii) Parent, Purchaser and any of their respective executive officers, directors and affiliates, that may create an actual or potential conflict of interest is disclosed in this Item 3 (“Past Contacts, Transactions, Negotiations and Agreements; Conflicts of Interest”) or in Item 4 (“The Solicitation or Recommendation”) of this Schedule 14D-9.

      Such interests relate to or arise from, among other things, each of the following: (i) members of the Tickets.com executive management team are parties to agreements that provide for certain severance payments and benefits upon termination of their employment within a certain period of time prior to or after a change in control, including the Merger; (ii) certain Tickets.com executives are parties to change in control bonus agreements which provide for bonuses following a change in control, including the Offer, Merger, and the transactions contemplated thereby; (iii) the terms of the Merger Agreement provide for the continued indemnification of current directors and officers of Tickets.com; (iv) members of the Board receive fees in connection with their service on the Board; (v) members of the Special Committee receive fees in connection with their service on the Special Committee; (vi) certain members of the Board and executive management team beneficially own Shares, warrants and/or Preferred Stock, or are affiliated with persons or entities which beneficially own Shares, warrants and/or Preferred Stock; and (vii) certain members of the Board and executive management team own options to acquire shares of Common Stock. The Special Committee and the Board were aware of these agreements, arrangements and understandings, and any actual or potential conflicts of interest, and considered them along with the other matters described below in Item 4 (“The Solicitation or Recommendation”).

      The members of the Board are C. Ian Sym-Smith, Ronald Bension, Nicholas Sinacori, J.L. Davies, Braden R. Kelly, Jack Henry and Grant Lyon. The members of the Special Committee are C. Ian Sym-Smith, Jack Henry and Grant Lyon.

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Effects of the Offer and the Merger With Respect to Tickets.com’s Executive Officers

      Tickets.com is a party to employment agreements with six executives, including the following executive officers: Ronald Bension, the Chief Executive Officer and a director; Christian O. Henry, the Chief Financial Officer; Carl Thomas, the Executive Vice President of Marketing & Sales; and Robert F. Murphy, the General Counsel. The employment agreements provide for severance benefits upon termination of the executives’ employment which, except for Mr. Bension, are increased in the event of certain terminations following a change in control of Tickets.com. In addition, these officers and three others are parties to change in control bonus agreements which provide bonuses upon certain changes in control of the Company.

      For the purposes of these employment agreements, a “change in control” is defined as a change in ownership or control of the Company effected through any of the following transactions: (i) a merger, consolidation or other reorganization unless securities representing 75%, 50% in the case of Mr. Bension, or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; (ii) a sale, transfer or other disposition of all or substantially all of the Company’s assets; or (iii) a transaction or series of related transactions approved or recommended by the Board of Directors of the Company (or a committee of the Board of Directors) resulting in the acquisition, directly or indirectly, by any person or related group of persons (other than (a) a person that directly or indirectly controls, is controlled by, or is under common control with, the Company or (b) General Atlantic Partners, LLC or any affiliate thereof), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of either (A) securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities or (B) securities possessing total combined voting power sufficient to elect a majority of the Board of Directors of the Company, from a person or persons; provided, however, if the transaction or series of related transactions approved or recommended by the Board of Directors of the Company (or a committee of the Board) includes a proposed tender offer to be followed by a second-step merger to acquire any shares that were not tendered, then a “Change in Control” for purposes of the agreements shall only be deemed to have occurred if and when one of the following has also occurred: (1) the consummation of the second-step merger of the Company with the other entity; (2) sixty (60) days have passed since the closing of the tender offer; or (3) ten (10) days have passed since the proposed tender offer has been abandoned or terminated pursuant to its terms (“Change in Control”).

      These employment agreements were recently amended to clarify that a “Change in Control” could be the result not only of a single transaction, but also a series of related transactions, and to further provide that if a transaction or a series of related transactions would otherwise constitute a Change in Control, but such transaction(s) includes a proposed tender offer to be followed by a second-step merger, then a Change in Control shall not be deemed to have occurred until the earlier of (a) the consummation of the merger, (b) sixty (60) days after the closing of the tender offer, or (c) ten (10) days after the abandonment or termination of the tender offer. While the definition of “Change in Control” was modified, the severance amounts remained unchanged. The definition of Change in Control was clarified to ensure continuity of service following the completion of any tender offer but prior to consummation of a second-step merger and to avoid any potential delay in completing a second-step merger. For purposes of these employment agreements, a Change in Control will occur upon completion of the Merger.

      Severance Payments. Certain executive officers of Tickets.com have employment agreements that provide for severance payments in the event that the executive is terminated.

      Under Mr. Bension’s employment agreement, upon termination of his employment in certain circumstances, including his resignation for “good reason”, he will be entitled to: (a) any annual salary and other benefits earned and accrued; (b) a lump sum severance payment upon termination equal to eighteen (18) months of annual salary and automobile allowance; (c) a pro-rata portion of any bonus he would have received had he remained employed for the full calendar year; (d) reimbursement for health insurance benefits for eighteen (18) months following such termination; (d) continuation of payments under a supplemental retirement plan for a period of eighteen (18) months following such termination;

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(e) acceleration and immediate vesting of all stock options to purchase shares of the Company’s Common Stock granted to him which would have vested and become exercisable pursuant to the scheduled vesting for such options had he continued as an employee of the Company for eighteen (18) months following such termination; and (f) the right to exercise any and all vested stock options to purchase shares of the Common Stock then held by him for a period of twelve (12) months following such termination or, if such termination occurs within twenty-four (24) months following a corporate transaction or change in control (as those terms are defined in the applicable stock option agreements), then for a period of eighteen (18) months following such termination (after which they expire and are no longer exercisable); provided, however, that in no event will the exercise period extend later than the expiration term of such option. A Change in Control constitutes “good reason” under Mr. Bension’s employment agreement and as a result, following the completion of the Merger, he can terminate his employment with the Company and receive these benefits.

      The Company has also entered into employment agreements with Messrs. Henry, Thomas and Murphy, whereby if the executive is terminated following a Change in Control without cause or he terminates his employment for good reason, in addition to the benefits he would otherwise receive upon such termination, each executive will receive: (a) a lump sum severance payment equal to twelve (12) months annual salary and automobile allowance, (b) a pro-rata portion of any bonus he would have received if he had remained employed for the full calendar year; and (c) reimbursement for health insurance benefits for twelve (12) months following such termination.

      These employment agreements have been filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to a Form 8-K filed on February 15, 2005, which has been filed as Exhibit (e)(12) herein and is incorporated herein by reference.

      Change in Control Bonus Payments. On February 15, 2005, the Company filed a Form 8-K announcing amendments to certain change in control bonus agreements with its executive officers. The change in control bonus agreements use the defined term “qualifying acquisition” which is substantially the same as the term Change in Control. The change in control bonus agreements were revised to amend the definition of “qualifying acquisition” to reflect the same changes as were made to the definition of Change in Control in the executive employment agreements and to make the executives eligible to receive the change in control bonus if they are terminated within 60 days prior to any qualifying acquisition, rather than the 30 days previously provided. These agreements were also revised to provide that, in the event that the Company does not pay a change in control bonus within five (5) business days after it becomes due and payable, the executive entitled to such bonus has the right to receive, in addition to the bonus, interest thereon at the rate of 10% per annum until paid in full. In order to receive the change in control bonus, each executive with a change in control bonus agreement must now first sign a release of certain claims against the Company. Finally, the change in control bonus agreements were modified to expand the definition of “acquisition proceeds” to include not only proceeds received by the Company’s common and preferred stockholders in a qualifying acquisition, but also, in the event of a tender offer, proceeds that could have been received by all of the Company’s stockholders if all Shares had been tendered (“Acquisition Proceeds”).

      Under the change in control bonus agreements with the executives, if a qualifying acquisition were to occur, Messrs. Bension, Henry, Thomas and Murphy will receive a bonus calculated as a percentage of the Acquisition Proceeds. If the Offer and Merger are completed, Mr. Bension will receive a bonus of 2.5% of the Acquisition Proceeds and Messrs. Henry, Murphy and Thomas will each receive a bonus of 0.6% of the Acquisition Proceeds. In addition, under similar agreements, three other executives will receive a combined 0.925% of the Acquisition Proceeds. Acquisition Proceeds from the transactions contemplated by the Securities Purchase Agreement, the Offer and the Merger are expected to be $66,513,569, which will result in $3,475,334 in aggregate bonuses under these agreements. To ensure payment of these bonuses following the Merger, Parent has agreed to deposit the aggregate change in control bonus amount with an escrow agent. In the event the Company fails to pay the bonuses when due following the Merger, each applicable executive can require payment from the escrow agent.

      The change in control bonus agreements with the executive officers were filed as Exhibits 10.5, 10.6, 10.7 and 10.8 to the Form 8-K filed on February  15, 2005, which has been filed as Exhibit (e)(12) herein and is

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incorporated herein by reference. The escrow agreement among such executive officers and Parent and Purchaser is attached as Exhibit (e)(9) hereto and is incorporated herein by reference.

      Stock Options. The Company has entered into agreements with its directors and executive officers which provide that, upon closing of the Offer, all outstanding options to acquire shares of Common Stock at an exercise price in excess of $1.10 per share held by them will automatically be cancelled and terminated without any payment. As a result, options to purchase a total of 704,859 shares of Common Stock will be cancelled upon closing of the Offer.

      Pursuant to the terms of the Company’s stock option plans, substantially all of the outstanding options to acquire shares of Common Stock will automatically accelerate and become exercisable immediately prior to the Merger and terminate on the closing of the Merger. Holders of such options can not currently exercise their options due to the Company’s SEC delinquent filer status, which prevent it from filing a registration statement covering the shares to be issued upon exercise of such options. In order to provide these option holders with the same economic benefit they could receive if they exercised their options and tendered the Shares received in the Offer, the Compensation Committee of the Board of Directors of Tickets.com has provided that holders of options at the commencement of the Offer with an exercise price less than the Offer Price will be entitled to receive, upon cancellation of their outstanding options due to the Merger, a cash payment from the Company in an amount equal to the number of shares of Common Stock they would have received upon exercise of their options multiplied by the excess of the Offer Price over the exercise price of such option. As a result, 138 employees of the Company will receive $129,101, including Messrs. Henry and Murphy who will each be entitled to a cash payment of $10,000 with respect to their canceled options.

Effects of the Offer and the Merger With Respect to Tickets.com’s Board of Directors

      Director and Officer Indemnification; Insurance. The Merger Agreement provides that regardless of whether the Merger becomes effective, Tickets.com shall indemnify and hold harmless and shall pay expenses to the present and former directors and officers of Tickets.com, and each person who prior to the latter to occur of the Closing or the Effective Time of the Merger (as those terms are defined in the Merger Agreement) becomes an officer or director of the Company (each an “Indemnified Person”), in respect of acts or omissions by any of them in their capacities as such occurring at or prior to the latter to occur of the Closing or the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the Merger) (collectively, the “Indemnified Losses”) to the fullest extent permissible under law and under the Certificate of Incorporation and the Bylaws of the Company for a period of seven (7) years and one (1) business day after the date hereof.

      The Merger Agreement also provides that, commencing at the latter to occur of the Closing or the Effective Time and for seven (7) years and one (1) business day after the latter to occur of the Closing or the Effective Time, Parent agrees that the Bylaws of the Surviving Corporation (as that term is defined in the Merger Agreement) shall provide that the Surviving Corporation shall indemnify and hold harmless, and shall pay expenses to, the Indemnified Persons, in respect of Indemnified Losses to the fullest extent permissible under law and, in any event, on terms no less favorable than the terms of the Certificate of Incorporation and the Bylaws of Tickets.com in effect immediately prior to the latter to occur of the Closing or the Effective Time. Such provisions of the Surviving Corporation’s certificate of incorporation and bylaws relating to the indemnification of Indemnified Persons for Indemnified Losses shall not be amended, modified, repealed or rescinded for a period of seven (7) years and one (1) business day after the latter to occur of the Closing or the Effective Time in any manner that would materially and adversely effect the rights of Indemnified Persons thereunder, unless such modification shall be required by law. Without limiting the generality of the foregoing, the Indemnified Losses shall include reasonable costs of prosecuting a claim under Section 5.12(b) of the Merger Agreement, which sets forth the commitments described in this paragraph. Parent shall cause the Surviving Corporation to honor, assume and perform the obligations of Tickets.com in the place and stead of the Company under any and all indemnification agreements between the Company and any such Indemnified Persons in existence on the Closing Date (which agreements have been made available by Tickets.com to the Parent).

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      In addition, in the Merger Agreement, Parent and Purchaser agree that commencing at the latter to occur of the Closing or the Effective Time and for six (6) years and one (1) business day after the latter to occur of the Closing or the Effective Time, Parent or Purchaser shall obtain and provide at its expense, or shall cause the Surviving Corporation to obtain and provide at its expense (and shall provide evidence to Tickets.com that the Parent has obtained and provided or caused the Surviving Corporation to obtain or provide same on or before the Closing), officers’ and directors’ liability insurance or officers’ and directors’ liability tail insurance policies with respect to acts or omissions occurring prior to the latter to occur of the Closing or the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the Merger) covering each Indemnified Person on terms with respect to coverage and amount (including with respect to the payment of attorney’s fees) no less favorable than those of Tickets.com’s policies in effect or bound on the date hereof (the “D&O Tail Insurance”); provided, however, that if the foregoing would otherwise require Parent, Purchaser or Surviving Corporation to collectively pay in excess of $787,000 in additional aggregate premiums to obtain such tail insurance, then the obligations set forth above shall extend only to obtaining such policies with respect to coverage and amount that can be obtained for a maximum of $787,000 in aggregate premiums.

      The Merger Agreement provides that the rights of each Indemnified Person and his or her heirs and legal representatives described in the preceding paragraphs shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.

      The Special Committee believes that the foregoing provisions relating to indemnification and D&O Tail Insurance are customary in transactions of this type. For additional information on the indemnification and insurance provisions of the Merger Agreement, see Section 10 of the Offer to Purchase, which is incorporated herein by reference.

      Director Affiliations with Holders of Preferred Stock. Three of the Company’s directors, Braden R. Kelly, Nicholas Sinacori and J.L. Davies, are affiliated with holders of Preferred Stock. These directors do not serve on the Special Committee of the Board that has considered the Offer and recommended it to holders of the Shares.

      Formation of the Special Committee of the Board of Directors. On August 30, 2004, the Board of Directors of Tickets, in furtherance of its fiduciary duties, determined to establish a Special Committee of independent (non-employee) directors unaffiliated with the Company’s preferred stockholders to evaluate, and if appropriate approve, the MLBAM transaction, as well as any alternatives to it (the “Special Committee”). Due to the various affiliations of the other directors, only two of Tickets.com’s then current directors, Ian Sym-Smith and Thomas Gimple were appointed to serve on the Special Committee.

      On September 7, 2004, the Board was notified that Mr. Gimple had resigned as a result of a health condition. Recognizing a preference for a Special Committee comprised of more than one director, Tickets.com sought to augment its Board and the Special Committee by adding two independent directors with no pre-existing relationship with Tickets.com or any of its preferred stockholders.

      On October 5, 2004, Jack Henry and Grant Lyon agreed to join the Board of Directors and the Board’s Special Committee. Prior to joining the Board neither Messrs. Henry nor Lyon had any prior affiliation with Tickets.com, the GAP Entities, any of their affiliates, or any holders of the Series F Preferred Stock. Following their joining the Board of Directors, the Special Committee consisted of Messrs. Henry, Lyon and Sym-Smith. The members of the Special Committee receive $5,000 per month for their service on the Special Committee. The members did not receive any compensation in connection with, or contingent upon, completion of the Offer or any other transaction.

      The Special Committee was granted full, complete and exclusive authority to consider and act upon any proposals regarding a possible change in control of a majority of the equity interest in Tickets.com or the purchase of all or substantially all of its assets. The Special Committee had the ability to engage experts, accountants, investment bankers and advisers, including legal counsel. The Special Committee was authorized to execute, deliver and perform such agreements, instruments and documents as deemed necessary or

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appropriate in the discharge of its duties. The Special Committee was authorized to continue in existence until such time as it recommended its dissolution.

Confidentiality Agreement

      On or about June 18, 2004, Parent and Tickets.com entered into an Agreement for Use and Nondisclosure of Confidential Information, later amended on September 16, 2004 (the “Confidentiality Agreement”). The summary and description of the Confidentiality Agreement are qualified in their entirety by reference to the Confidentiality Agreement, which has been filed as Exhibit (e)(1) and Exhibit (e)(2), respectively, to this Schedule 14D-9 and is incorporated herein by reference.

Merger Agreement

      The summary and description of the Merger Agreement and the conditions to the Offer in Section 10 and Section 14 respectively, of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is Exhibit (e)(3) to this Schedule 14D-9 and is incorporated herein by reference.

Securities Purchase Agreement

      The summary and description of the Securities Purchase Agreement in Section 10 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Securities Purchase Agreement, which is Exhibit (e)(4) to this Schedule 14D-9 and is incorporated herein by reference.

Stockholder Agreements

      The summary and description of the Stockholder Agreements in Section 10 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Stockholder Agreements, which are Exhibit (e)(5), (e)(6), (e)(7) and (e)(8) to this Schedule 14D-9 and is incorporated herein by reference.

Item 4. The Solicitation or Recommendation

      (a) Recommendations of the Special Committee

      At a meeting held on February 4, 2005, the Special Committee reviewed the status of the acquisition discussions with Parent and Purchaser. At that meeting, Perseus Advisors LLC (“Perseus”) and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan”) delivered their oral opinions to the Special Committee. Perseus delivered its opinion that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, the Offer Price was fair to Tickets.com’s common stockholders, other than the GAP Entities and any other holders of Preferred Stock and their affiliates, from a financial point of view; and Houlihan delivered its opinion that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, (i) the aggregate consideration to be received by holders of the Preferred Stock and holders of the Shares, collectively, is fair from a financial point of view, and (ii) the consideration to be received by the holders of the Shares, other than the GAP Entities, is fair from a financial point of view. The oral opinion of Perseus was confirmed in an opinion letter dated February 14, 2005 (the “Perseus Opinion”), a copy of which is attached as Annex A to this Schedule 14D-9 as Exhibit (a)(2)(ii) and is incorporated herein by reference. Houlihan’s oral opinion was confirmed in an opinion letter dated February 14, 2005 (the “Houlihan Opinion”), a copy of which is attached as Annex B to this Schedule 14D-9 as Exhibit (a)(2)(iii) and is incorporated herein by reference. The Perseus Opinion and Houlihan Opinion are described in more detail in subpart (d), below.

      At the conclusion of the meeting, the Special Committee unanimously (i) determined that each of the Offer and the Merger are fair to and in the best interests of the holders of the Shares, other than the GAP Entities and any other holders of Preferred Stock and their affiliates, (ii) approved and declared advisable the

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Offer and recommended that the stockholders of the Company accept the Offer and tender their shares pursuant to the Offer, and (iii) recommended to the Tickets.com Board of Directors that it approve and declare advisable the Merger and recommend it to the Company’s Stockholders.

      The Special Committee recommends that the holders of the Shares accept the Offer and tender their Shares pursuant thereto. A letter to the Tickets.com stockholders communicating the Special Committee’s recommendation and the joint press release issued by the Company, Parent and Purchaser announcing the execution of the Merger Agreement are Exhibits (a)(2)(i) and (a)(2)(iv), respectively, to this Schedule 14D-9 and are incorporated in this Schedule 14D-9 by reference.

      (b)(i) Background of the Offer

      MLBAM and Tickets.com have had a commercial relationship since June 2000. Tickets.com currently provides ticketing services to 11 Major League Baseball teams through a non-exclusive licensing agreement with MLBAM.

      During the Spring of 2004, preliminary discussions were initiated between MLBAM and Tickets.com regarding a possible acquisition of Tickets.com by MLBAM. However, these preliminary discussions did not lead to MLBAM making an acquisition proposal or any acquisition agreement between MLBAM and Tickets.com.

      During the Spring of 2004, four potential acquirors (other than MLBAM) contacted Ronald Bension, Tickets.com’s Chief Executive Officer, regarding a possible strategic partnership or transaction. Various preliminary discussions were held with each of these parties ranging from conference calls to in-person introductory meetings. None of these preliminary meetings led to any acquisition proposal or agreement.

      On June 23, 2004, following a meeting of Tickets.com’s Board of Directors, Tickets.com formally engaged Perseus, an investment banking and advisory firm, to explore strategic alternatives to maximize value for stockholders, including a possible sale of the Company. Tickets.com selected Perseus based on its expertise and experience as an investment banking and advisory firm and its experience in the industry in which Tickets.com operates.

      During a Board Meeting on June 23, 2004, Perseus presented to the Board its preliminary views on valuation of Tickets.com based on limited, unaudited financial information provided to Perseus by Tickets.com management. The preliminary analysis indicated a range of values for Tickets.com of between approximately $58 million and $77 million. Perseus also presented its preliminary views on possible structures for the transaction given Tickets.com’s delinquent SEC filing status as well as its analysis of potential strategic partners/acquirors and its analysis of the liquidation preferences of the Series G and Series F Preferred Stock held primarily by the GAP Entities and certain other parties. Perseus also discussed the improbability of obtaining external financing for Tickets.com based upon its delinquent SEC filing status and the absence of current audited financial statements.

      During June, July and August, 2004, Perseus, with the assistance of Tickets.com’s management, further refined the list of potential strategic partners and developed a strategy to contact these parties. Perseus contacted 10 parties, including MLBAM and the four parties with whom Tickets.com had discussions earlier in 2004.

      Five of these parties (including MLBAM) signed Non-disclosure Agreements and three conducted initial meetings with Tickets.com’s management and limited due diligence activities.

      On July 30, 2004, Ronald Bension, Christian O. Henry, Tickets.com’s Chief Financial Officer, and representatives from Perseus met with Robert Bowman, Chief Executive Officer of MLBAM, other representatives from MLBAM, representatives from Foley & Lardner LLP (“Foley”), counsel to MLBAM, and representatives from JP Morgan, financial advisors to MLBAM, at JP Morgan’s offices in New York City. The purpose of the meeting was to provide MLBAM with an update on Tickets.com’s business and to re-open discussions of a potential transaction. The participants also discussed possible structures for the transaction given the delinquent SEC filing status of Tickets.com and the private-company status of MLBAM. The

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meeting ended with agreement from all parties to move forward with exploring a potential acquisition of Tickets.com by MLBAM.

      During August 2004, MLBAM and one other potential acquiror performed preliminary due diligence on Tickets.com.

      On August 20, 2004, MLBAM delivered to Tickets.com a non-binding preliminary indication of interest pursuant to which MLBAM would purchase all of the outstanding capital stock of Tickets.com for an aggregate cash purchase price of between $55 million and $65 million.

      Between August 20, 2004, and September 7, 2004, Parent presented to Tickets.com several preliminary indication of interest letters.

      On August 30, 2004, the Board established the Special Committee and granted the Special Committee full, complete and exclusive authority to evaluate and take action with respect to certain potential business combinations. The Special Committee was granted the ability to engage experts, accountants, investment bankers and advisers, including legal counsel. The Special Committee was authorized to execute, deliver and perform such agreements, instruments and documents as deemed necessary or appropriate in the discharge of its duties and was to continue in existence until such time as it recommended its dissolution.

      On September 7, 2004, the Special Committee met to discuss the MLBAM proposal and discussions that had occurred with another potential bidder that had not yet resulted in an offer. At the meeting, the Special Committee engaged Bryan Cave LLP (“Bryan Cave”) to act as legal counsel to the Special Committee. During the meeting, the Board authorized management to negotiate and execute a written non-binding preliminary indication of interest pursuant to which MLBAM would purchase all of the outstanding capital stock of Tickets.com for an aggregate purchase price of $72.5 million. The preliminary indication of interest was conditioned upon, among other things, the delivery by Tickets.com of audited financial statements for the year ended December 31, 2003. The Special Committee agreed to a 28-day period of exclusive negotiations with MLBAM on September 9, 2004.

      At this meeting, the Board learned that Mr. Gimple resigned from the Board and Special Committee for health reasons. Believing that stockholders would be better served by a Special Committee of more than one director, the Board authorized management to recruit additional directors to serve on the Special Committee.

      Subsequent to the Company entering into the exclusivity period with MLBAM, a second party put forth a non-binding preliminary indication of interest pursuant to which the other party proposed to purchase all of the outstanding capital stock of Tickets.com for an aggregate cash purchase price of $65 million, subject to a financing contingency.

      Between September 2004, and October 2004, MLBAM performed confirmatory due diligence on Tickets.com and representatives from Foley and Bryan Cave continued to explore potential transaction structures.

      On October 8, 2004, a conference call took place among representatives from Tickets.com, MLBAM, the GAP Entities, Foley & Lardner, JP Morgan, Bryan Cave and Perseus to discuss extension of the exclusivity period as well as MLBAM’s position as to a final purchase price and its request that certain preferred stockholders of Tickets.com assume specific indemnity obligations with respect to the transaction. MLBAM requested the extension of the exclusivity period due to the fact that they had not yet been able to complete due diligence and the fact that a structure for the transaction had not yet been fully developed. On the call, representatives from Tickets.com as well as the GAP Entities requested that MLBAM put in writing the transaction structures currently being contemplated. The call resulted in the parties agreeing to extend the exclusivity period to October 31, 2004, subject to approval by the Special Committee, which occurred by way of telephone conference call on October 9, 2004.

      On October 11, 2004, Tickets.com, MLBAM and the GAP Entities executed a letter extending the exclusivity period to October 31, 2004. The letter stated that the parties would continue to discuss purchase price as well as indemnification by the preferred stockholders. The letter also outlined two potential transaction structures to be more fully explored.

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      In light of the fact that Perseus would be receiving a success fee as a result of a completed transaction, at a meeting on October 13, 2004, the Special Committee determined that it would retain a second investment bank to advise the Special Committee and analyze the fairness of the MLBAM transaction (or alternatives thereto) to holders of Shares, other than the GAP Entities, from a financial point of view. A meeting was held on October 25, 2004, in order to interview representatives of two nationally recognized investment banking firms. After discussing the qualifications of both firms, the Special Committee determined to retain Houlihan to provide an independent analysis of any business combination transaction involving Tickets.com, subject to negotiation and a written engagement agreement with Houlihan. On November 23, 2004, an engagement letter was executed with Houlihan.

      The exclusivity period expired on October 31, 2004. Throughout November and December the parties continued their negotiation of transaction terms and the terms of the draft definitive agreements. The parties, through their counsel, also conducted discussions with the Staff of the SEC concerning certain structural elements of the transaction in light of Tickets.com’s delinquent SEC filer status.

      On November 23, 2004, the Special Committee met to discuss available strategic alternatives for Tickets.com, including Tickets.com’s ability to seek third party financing to sustain independent operations on favorable terms, if at all. After the Special Committee determined that a sale of Tickets.com was in the best interest of the stockholders, the Special Committee instructed Bryan Cave and Perseus to continue negotiations with MLBAM.

      The Special Committee held a meeting on December 2, 2004, with representatives of Bryan Cave and Perseus in order to receive an update on the MLBAM transaction and to receive a report on potential alternatives to the MLBAM transaction. During the meeting, representatives of Perseus reported that Tickets.com’s current ability to obtain third party financing was highly uncertain given the lack of current audited financial information, and that, if third party financing was available, the terms of such financing would likely be unattractive. Representatives of Perseus expressed the view that the MLBAM transaction was the most favorable alternative available to Tickets.com’s stockholders. The Special Committee also received a presentation from representatives of Bryan Cave regarding factors relating to Tickets.com’s lack of historical audited financial information.

      On December 16, 2004, the Special Committee held another meeting in order to receive an update on the negotiations with MLBAM.

      On January 10, 2005, the Special Committee, along with representatives of Bryan Cave, Perseus and Houlihan, met to discuss the potential transaction with MLBAM. During this meeting, both Perseus and Houlihan indicated that they were working on the analysis underlying their fairness opinions.

      On February 4, 2005, the Special Committee held a meeting with representatives of Bryan Cave, Houlihan and Perseus. At the meeting, the Special Committee reviewed the status of the acquisition discussions with Parent and Purchaser. During the meeting, Houlihan delivered its oral opinion to the Special Committee that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, the Offer Price was fair to Tickets.com’s common stockholders, other than the GAP Entities, from a financial point of view. In addition, Perseus delivered its oral opinion to the Special Committee that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, the Offer Price was fair to Tickets.com’s common stockholders, other than the GAP Entities and any other holders of Preferred Stock and their affiliates, from a financial point of view. The oral opinion of Perseus was confirmed in an opinion letter dated February 14, 2005. Houlihan’s oral opinion was confirmed in an opinion letter dated February 14, 2005. The Perseus Opinion and Houlihan Opinion are described in more detail in subpart (d), below.

      The Perseus Opinion and the Houlihan Opinion are not a recommendation to any Tickets.com stockholder to tender their Shares as part of the Offer or as to how any stockholder should vote with respect to the proposed transaction or any other matter and should not be relied upon by Tickets.com stockholders as such. The summary of the Perseus Opinion and Houlihan Opinion set forth in this Schedule 14D-9 is qualified

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in its entirety by reference to the full text of the two opinions, attached as Annex A and Annex B hereto, which should be read carefully and in their entirety.

      At the conclusion of the meeting, the Special Committee unanimously (i) determined that each of the Offer and the Merger are fair to and in the best interests of the holders of the Shares, other than the GAP Entities and any other holders of Preferred Stock and their affiliates, (ii) approved and declared advisable the Offer and recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (iii) recommended to the Tickets.com Board of Directors that it approve and declare advisable the Merger and recommend it to the Company’s stockholders.

      On February 4, 2005, the Board of Directors of Tickets.com met to consider the Merger and the recommendations of the Special Committee. At this meeting, the Board of Directors approved and declared advisable the Merger and recommend it to the Company’s stockholders.

      (b)(ii) Reasons for the Recommendations of the Special Committee

      The primary reason the Special Committee determined that each of the Offer and Merger was in the best interest of the holders of the Shares and recommended that the Board of Directors approve the Merger Agreement and the transactions contemplated thereby, including the Offer and Merger, is to enable holders of Shares to sell their Shares at a premium to both (i) the $0.85 market price per share as of February 11, 2005, and (ii) the amount that the holders would be contractually entitled to receive in a sale or liquidation. In addition, the Special Committee considered the following factors as generally supporting its decision to recommend the Merger Agreement:

•  the uncertain financial prospects of Tickets.com as an independent company;

•  Tickets.com delinquent SEC filing status;

•  the fact that the Company’s auditors have expressed substantial doubt about the Company’s ability to continue as a going concern;

•  the costs associated with bringing Tickets.com into compliance with the periodic reporting requirements of the Exchange Act;

•  the all cash nature of the Offer, which provides certainty of value;

•  the fact that an all cash offer could be completed in a minimal amount of time;

•  the fact that the discussions with four potential acquirors that contacted Tickets.com during the Spring of 2004 did not lead to a superior acquisition proposal or agreement;

•  the fact that only one other potential acquiror submitted an offer to acquire the Company, which offer was contingent upon the potential acquiror being able to raise the necessary capital for the acquisition and was less favorable than the offer by MLBAM;

•  the likelihood that the regulatory approvals needed to complete the transaction will be obtained;

•  the analysis of Perseus that, as of February 14, 2005, and based upon the factors and subject assumptions, qualifications and limitations set forth in their opinion, the consideration to be received in the Offer is fair, from a financial point of view, to the holders of the Shares, other than the GAP Entities and any other holders of Preferred Stock and their affiliates;

•  the analysis of Houlihan that, as of February 14, 2005, and based upon the factors and subject assumptions, qualifications and limitations set forth in their opinion, (i) the aggregate consideration to be received by holders of the Preferred Stock and holders of the Shares, collectively, is fair from a financial point of view, and (ii) the consideration to be received by the holders of the Shares, other than the GAP Entities, is fair from a financial point of view;

•  the fact that majority holders of the Series F and G Preferred Stock agreed to sell their shares to Purchaser and the Other Series F Holders agreed to convert their shares to Common Stock and tender those Shares in the Offer thereby significantly increasing the likelihood of satisfying the 90% Minimum Condition;

•  the fact that holders of 4,143,859 Shares have agreed to tender their Shares in the Offer, thereby significantly increasing the likelihood of satisfying the 90% Minimum Condition;

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•  the belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, are reasonable;

•  gains from the receipt of cash by certain stockholders in either the Offer or Merger may be taxable for U.S. federal income tax purposes;

•  the fact that the Merger Agreement was the result of extensive negotiations between MLBAM and its financial and legal advisors, on the one hand, and Tickets.com through the Special Committee, its financial and legal advisors on the other hand;

•  the fact that, if the Merger occurs, the holders of Shares who do not support the Merger have the ability to obtain “fair value” for their Shares if they properly perfect and exercise their appraisal rights in accordance with Section 262 of the DGCL;

•  the conclusion of the Special Committee, based on arms-length negotiations with Parent and Purchaser, that $1.10 per share of the Shares represents the highest price that Parent and Purchaser are willing to pay and is likely to be the highest price reasonably attainable for Tickets.com’s stockholders; and

•  the fact that the Merger Agreement permits the Special Committee to accept a superior proposal upon payment of a termination fee to MLBAM of $2.5 million, which the Special Committee regards as reasonable and customary for a transaction of this size and nature.

      The foregoing discussion of the information and factors considered by the Special Committee is not exhaustive, but includes all material factors considered by the Special Committee, including factors that support the Offer and Merger as well as those that weigh against it. In view of the wide variety of factors considered by the Special Committee in connection with its evaluation of the Offer and the complexity of these matters, the Special Committee did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The Special Committee evaluated the factors described above, including asking questions of Tickets.com legal and financial advisors. In considering the factors described above, individual members of the Special Committee may have given different weights to different factors.

      Based on the experience and judgment of its members, the Special Committee unanimously (i) determined that each of the Offer and the Merger are fair to and in the best interests of the holders of the Shares, other than the GAP Entities and any holders of Preferred Stock and their affiliates, (ii) approved and declared advisable the Offer and recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (iii) recommended to the Tickets.com Board of Directors that it approve and declare advisable the Merger and recommend it to the Company’s stockholders.

      (c) Intent to Tender

      After reasonable inquiry and to Tickets.com’s knowledge, (i) each executive officer and (ii) each director of Tickets.com that is not affiliated with any holder of preferred shares, currently intends to tender all Shares held of record or beneficially owned by such person to Purchaser in the Offer. The total number of Shares expected to be tendered by executive officers and directors of Tickets.com is 100,000 Shares, or less than 1% of the total outstanding as of February 8, 2005.

      As noted in Item 2 (“Identity and Background of Filing Person”) and Item 3 (“Past Contacts, Transactions, Negotiations and Agreements; Conflicts of Interest”) above, concurrently with the execution of the Merger Agreement, Parent and Purchaser entered into a Securities Purchase Agreement and four separate Stockholder Agreements with entities that hold all of the Series F and G Preferred Stock, warrants to purchase 1,824,962 shares of Common Stock, and 4,143,011 Shares. As a result of these agreements, assuming conversion of all Preferred Stock and exercise of all warrants acquired in connection with the Securities Purchase Agreement, the Parent and Purchaser will control 24,477,196 Shares. This represents approximately 91% of the Shares necessary to close the Offer and complete the Merger. This description of the Securities Purchase Agreement and Stockholder Agreements is qualified by reference to Exhibits (e)(4), (e)(5), (e)(6), (e)(7) and (e)(8) hereto and is incorporated herein by reference.

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      (d) Opinions of Perseus and Houlihan

      As noted in subpart (a) of this Item 4, above, at the February 4, 2005, meeting of the Special Committee, both Perseus and Houlihan reviewed with the Special Committee their financial analyses of the consideration payable in the transaction. Following the meeting, Houlihan delivered its written opinion to the Special Committee that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, (i) the aggregate consideration to be received by holders of the Preferred Stock and holders of the Shares, collectively, is fair from a financial point of view, and (ii) the consideration to be received by the holders of the Shares, other than the GAP Entities, is fair from a financial point of view. In addition, Perseus delivered its written opinion to the Special Committee that, as of the date of such opinion and based upon and subject to certain matters stated in such opinion, the Offer Price was fair to Tickets.com’s common stockholders, other than the GAP Entities and any other holders of Preferred Stock and their affiliates, from a financial point of view.

      The Perseus Opinion and Houlihan Opinion, each dated February 14, 2005, which set forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken, are attached as Annex A and Annex B to this Schedule 14D-9 as Exhibits (a)(2)(ii) and (a)(2)(iii), respectively, and incorporated herein by reference. Both opinions are directed to the Special Committee. The Perseus Opinion only addresses the fairness of the consideration from a financial point of view to holders of the Shares, other than the GAP Entities, and other holders of Preferred Stock, and their affiliates. The Houlihan Opinion addresses the fairness of the aggregate consideration to be received by the Preferred Holders and the holders of the Shares, collectively, as well as the consideration to be received by holders of the Shares, other than the GAP Entities. These opinions are as of the date of the opinions and do not address any other aspect of the Offer or the Merger.

      The Perseus Opinion and the Houlihan Opinion are not a recommendation to any Tickets.com stockholder to tender their Shares as part of the Offer or as to how any stockholder should vote with respect to the proposed transaction or any other matter and should not be relied upon by Tickets.com stockholders as such. The summary of the Perseus Opinion and Houlihan Opinion set forth in this Schedule 14D-9 is qualified in its entirety by reference to the full text of the two opinions, attached as Annex A and Annex B hereto, which should be read carefully and in their entirety.

Item 5. Persons Retained, Employed or Compensated

      Perseus and Houlihan were engaged to provide financial advisory services in connection with the Merger Agreement, the Offer and the Merger. Perseus and Houlihan were also engaged to provide financial opinion letters in connection with the Merger Agreement, the Offer and the Merger. Perseus was selected by the Company and Houlihan was selected by the Special Committee to act as financial advisors based on their respective qualifications, expertise, reputation and knowledge of the business and affairs of Tickets.com.

      Pursuant to an engagement letter dated as of June 23, 2004, Perseus provided financial advisory services and a financial opinion in connection with the Merger, and on behalf of Tickets.com, the Special Committee agreed that Tickets.com will pay Perseus a $750,000 success fee, less the sum of the $15,000 monthly retainer fees which have been paid since July 15, 2004, and will continue to be paid through the close of the Merger a $250,000 opinion fee. Pursuant to an engagement letter dated as of November 23, 2004, Houlihan provided financial advisory services in connection with the Merger, and on behalf of Tickets.com, the Special Committee agreed that Tickets.com will pay Houlihan fees that are customary for this type of investment banking services if the Merger is completed. On behalf of Tickets.com, the Special Committee also agreed that Tickets.com will reimburse Perseus and Houlihan for expenses incurred by each of them in performing such services. In addition, on behalf of Tickets.com, the Special Committee has also agreed that Tickets.com will indemnify Perseus and Houlihan and their respective affiliates, directors, officers, agents and employees and each person, if any, controlling each of them or any of their respective affiliates against certain liabilities

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and expenses, including liabilities under the federal securities laws, related to or arising out of their respective engagement and any related transactions.

      Tickets.com is advised that the Purchaser and Parent have retained D.F. King (the “Information Agent”) to be the Information Agent and Mellon Investor Services (the “Depositary”) to be the Depositary in connection with the Offer. The summary and description of the arrangements with the Information Agent and the Depositary set forth in Section 16 (“Fees and Expenses”) of the Offer to Purchase are incorporated herein by reference.

Item 6. Interest in Securities of the Subject Company: Securities Transactions

      Except as described in this Schedule 14D-9, during the past 60 days, no transactions in Shares have been effected by Tickets.com or, to Tickets.com’s knowledge, by any of its executive officers, directors, affiliates or subsidiaries.

Item 7. Purposes of the Transaction and Plans or Proposals: Subject Company Negotiations

      Except as described in this Schedule 14D-9, Tickets.com is not currently undertaking or engaged in any negotiations in response to the Offer that relate to: (1) a tender offer or other acquisition of Tickets.com’s securities by Tickets.com, any subsidiary of Tickets.com, or any other person; (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving Tickets.com or any subsidiary of Tickets.com; (3) a purchase, sale or transfer of a material amount of assets of Tickets.com or any subsidiary of Tickets.com; or (4) a material change in the present dividend rate or policy, or indebtedness or capitalization of Tickets.com.

      Except as described in this Schedule 14D-9, there are no transactions, resolutions of the Board or Special Committee, agreements in principle, or signed contracts that were entered into in response to the Offer that relate to one or more of the matters referred to in the preceding paragraph.

Item 8. Additional Information

      (a) Delaware Anti-Takeover Statute. As a Delaware corporation, Tickets.com is subject to Section 203 (“Section 203”) of the DGCL. Under Section 203, certain “business combinations” between a Delaware corporation whose stock is publicly traded or held of record by more than 2,000 stockholders and an “interested stockholder” are prohibited for a three-year period following the date that such a stockholder became an interested stockholder, unless (i) the corporation has elected in a manner permitted by Section 203 not to be governed by Section 203 (Tickets.com did not make such an election), (ii) the transaction in which the stockholder became an interested stockholder or the business combination was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder, (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a right to determine confidentially whether shares held by the plan will be tendered in a tender offer), or (iv) the business combination was approved by the board of directors of the corporation and ratified by 66²/3% (and not by written consent) of the voting stock which the interested stockholder did not own. The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested stockholder” involving the assets or stock of the corporation or its majority-owned subsidiaries, and transactions which increase an “interested stockholder’s” percentage ownership of stock. The term “interested stockholder” is defined generally as a stockholder who, together with affiliates and associates, owns (or, within three years prior, did own) 15% or more of a Delaware corporation’s voting stock. The foregoing brief description of Section 203 is a summary only, included for the convenience of the reader, and does not fully set forth all significant details of Section 203. This summary description is qualified by the text of Section 203 itself, which the reader is encouraged to review.

16

      The Special Committee of the Board of Directors of Tickets.com has approved the Offer, the Securities Purchase Agreement and the four separate Stockholder Agreements and the Board of Directors of Tickets.com has approved the Merger. Accordingly, Section 203 of the DGCL is inapplicable to the transactions contemplated thereby.

      (b) Short-Form Merger. Under Section 253 of the DGCL, Purchaser will be able to effect the Merger after consummation of the Offer without a vote by Tickets.com’s stockholders (a “Short-Form Merger”), if Purchaser acquires at least 90% of the Shares pursuant to the Offer and other agreements described in Item 2 above.

      (c) Appraisal Rights. No appraisal rights are available in connection with the Offer. However, under Section 262 of the DGCL, appraisal rights will be available in connection with the Merger. Please read Section 15 (“Certain Legal Matters and Regulatory Approvals”) of the Offer to Purchase, which is incorporated herein by reference.

      (d) Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Merger Agreement by the Purchaser at the consummation of the Offer, the acquisition of the Preferred Stock by the Purchaser pursuant to the Securities Purchase Agreement, and the Merger are all subject to the HSR Act requirements.

      Under the provisions of the HSR Act applicable to (a) the purchase of Shares pursuant to the Merger Agreement by the Purchaser at the consummation of the Offer, (b) the acquisition of the Preferred Stock by the Purchaser pursuant to the Securities Purchase Agreement, and (c) the Merger, such transactions may not be consummated until the expiration of a thirty (30) calendar day waiting period following the required filing of a Pre-merger Notification and Report Form under the HSR Act, which Parent and Company intend to submit on or as soon as practicable after the date hereof. The waiting period under the HSR Act will expire at 11:59 p.m., New York City time, thirty (30) calendar days after the filing date, unless early termination of the waiting period is granted or the Antitrust Division or the FTC issues a request for additional information or documentary material prior thereto. If such a request is made, the waiting period will expire on the thirtieth (30^th) calendar day after the date of substantial compliance by Parent with such request, unless terminated earlier by the Antitrust Division or the FTC. Thereafter, the waiting period may be extended by court order or by consent of Parent.

      The waiting period under the HSR Act may be terminated by the FTC and the Antitrust Division prior to its expiration. There can be no assurance, however, that the thirty (30) calendar day HSR Act waiting period will be terminated early even if requested by Parent and Tickets.com. Shares will not be accepted for payment or paid for pursuant to the Offer until the expiration or earlier termination of the waiting period under the HSR Act. Any extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. If the consummation of the Offer is delayed due to a request by the Antitrust Division or the FTC for additional information or documentary material pursuant to the HSR Act, the Offer will be extended in certain circumstances.

      The FTC and the Antitrust Division have the authority to scrutinize the legality under the antitrust laws of transactions such as (a) the purchase of Shares pursuant to the Merger Agreement by the Purchaser at the consummation of the Offer, (b) the acquisition of the Preferred Stock by the Purchaser pursuant to the Securities Purchase Agreement, and (c) the Merger. At any time before or after the consummation of the Offer, either the FTC or the Antitrust Division could take such action under their statutory authority as they deem necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares pursuant to the Offer, seeking the divestiture of Shares purchased by Purchaser, or seeking the divestiture of substantial assets of Parent, Tickets.com, or any of their respective subsidiaries. Private parties and state attorneys general may also bring legal action under Federal or state antitrust laws under certain circumstances.

17

Although Tickets.com believes that neither the (a) the purchase of Shares pursuant to the Merger Agreement by the Purchaser at the consummation of the Offer, (b) the acquisition of the Preferred Stock by the Purchaser pursuant to the Securities Purchase Agreement, nor (c) the Merger will violate the antitrust laws, there can be no assurance that a challenge to any or all of the foregoing transactions on antitrust grounds will not be made or the outcome of any such challenge.

      (f) Effect of the Offer on the Market for the Shares and Exchange Act Registration.

      The purchase of Shares pursuant to the Offer will reduce the number of Shares outstanding and will reduce the number of Shares that might otherwise be traded, which could affect the liquidity and market value of the remaining Shares held by the public. However, following the Effective Time of the Merger, which is anticipated to occur contemporaneously with or shortly after the consummation of the Offer, all Shares (other than (i) shares of Common Stock held in the treasury of Company, (ii) Shares owned by any Company subsidiary, (iii) Shares owned by Parent and any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, and (iv) other Shares that are held by stockholders, if any, who properly exercise their dissenters’ rights under Section 262 of the DGCL), will be cancelled and converted into the right to receive the Offer Price

      Promptly after completion of the Merger, Parent and Purchaser intend to file a Form 15 with the SEC to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act. Once the Shares are no longer registered under the Exchange Act, the Company will not be subject to the current and periodic reporting requirements of the Exchange Act. This will affect the liquidity and market value of any remaining Shares held by the public. The summary and description of the Merger Agreement in Section 10 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is Exhibit (e)(3) hereto and is incorporated herein by reference.

Item 9. Material To Be Filed as Exhibits

Exhibit (a)(1)(i)	Offer to Purchase, dated February 17, 2005 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO of Parent and Purchaser filed February 17, 2005).
Exhibit (a)(1)(ii)	Letter of Transmittal, dated February 17, 2005 (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO of Parent and Purchaser filed on February 17, 2005).
Exhibit (a)(2)(i)	Letter to Stockholders of Tickets.com, dated February 17, 2005.
Exhibit (a)(2)(ii)	Opinion of Perseus Advisors LLC, dated February 14, 2005.
Exhibit  (a)(2)(iii)	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. dated February 14, 2005.
Exhibit (a)(2)(iv)	Joint Press Release issued by Tickets.com and Parent on February 15, 2005 (incorporated by reference to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit (e)(1)	Agreement for Use and Nondisclosure of Confidential Information, entered into on or about June 18, 2004, between Tickets.com and Parent.
Exhibit (e)(2)	Amendment to Agreement for Use and Nondisclosure of Confidential Information, entered into as of September 16, 2004, between Tickets.com and Parent
Exhibit (e)(3)	Agreement and Plan of Merger, dated as of February 14, 2005, among Tickets.com, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K filed February 15, 2005 by Tickets.com).
Exhibit (e)(4)	Securities Purchase Agreement, dated as of February 14, 2005, among Parent, Purchaser, General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GapStar, LLC, General Atlantic Partners 54, L.P. GAP Coinvestment Partners II, L.P. (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Tickets.com on February 15, 2005).

18

Exhibit (e)(5)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, International Capital Partners, Inc. Profit Sharing Trust (incorporated by reference to Exhibit 2.3 to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit (e)(6)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, Sports Capital Partners, LP, Sports Capital Partners (Cayman Islands), LP and Sports Capital Partners CEV, LLC (incorporated by reference to Exhibit 2.4 to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit (e)(7)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, General Atlantic Partners 46, L.P., General Atlantic Partners 54, L.P., General Atlantic Partners 74, L.P., GapStar LLC, GAP Coinvestment Partners, L.P., and GAP Coinvestment Partners II, L.P. (incorporated by reference to Exhibit 2.5 to the Form 8-K by Tickets.com on February 15, 2005).
Exhibit (e)(8)	Stockholder Agreement dated as of February 14, 2005, among Parent, Purchaser, Competiber, S.A., Ignacio Suárez-Zuloaga, Ramon Suárez, and Valor XXI SICAV, S.A. (incorporated by reference to Exhibit 2.6 to the Form 8-K by Tickets.com on February 15, 2005).
Exhibit (e)(9)	Change In Control Bonus Escrow Agreement dated as of February 14, 2005, among Parent, U.S. Bank, N.A., as escrow agent, and each of the Company executives named therein as signatories.
Exhibit (e)(10)	Form 8-K filed on February 14, 2005, by Tickets.com, with a filing date of February 15, 2005, incorporated by reference.
Exhibit (e)(11)	Form 8-K filed on February 15, 2005, by Tickets.com incorporated by reference.
Exhibit (e)(12)	Form 8-K filed on February 15, 2005 by Tickets.com incorporated by reference.
ANNEX A	Opinion of Perseus Advisors LLC (included as Exhibit (a)(2)(ii) to this Schedule 14D-9).
ANNEX B	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (included as Exhibit (a)(2)(iii) to this Schedule 14D-9).

19

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TICKETS.COM, INC.

By:  /s/ Ronald Bension

(Signature)

Ronald Bension, Chief Executive Officer

(Name and Title)

February 17, 2005

(Date)

20

INDEX TO EXHIBITS

Exhibit(a)(1)(i)	Offer to Purchase, dated February 17, 2005 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO of Parent and Purchaser filed February 17, 2005).
Exhibit(a)(1)(ii)	Letter of Transmittal, dated February 17, 2005 (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO of Parent and Purchaser filed on February 17, 2005).
Exhibit(a)(2)(i)	Letter to Stockholders of Tickets.com, dated February 17, 2005.
Exhibit(a)(2)(ii)	Opinion of Perseus Advisors LLC, dated February 14, 2005.
Exhibit(a)(2)(iii)	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. dated February 14, 2005.
Exhibit(a)(2)(iv)	Joint Press Release issued by Tickets.com and Parent on February 15, 2005 (incorporated by reference to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit(e)(1)	Agreement for Use and Nondisclosure of Confidential Information, entered into on or about June 18, 2004, between Tickets.com and Parent.
Exhibit(e)(2)	Amendment to Agreement for Use and Nondisclosure of Confidential Information, entered into as of September 17, 2004, between Tickets.com and Parent
Exhibit(e)(3)	Agreement and Plan of Merger, dated as of February 14, 2005, among Tickets.com, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K filed February 15, 2005 by Tickets.com).
Exhibit(e)(4)	Securities Purchase Agreement, dated as of February 14, 2005, among Parent, Purchaser, General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GapStar, LLC, General Atlantic Partners 54, L.P. GAP Coinvestment Partners II, L.P. (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit(e)(5)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, International Capital Partners, Inc. Profit Sharing Trust (incorporated by reference to Exhibit 2.3 to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit(e)(6)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, Sports Capital Partners, LP, Sports Capital Partners (Cayman Islands), LP and Sports Capital Partners CEV, LLC (incorporated by reference to Exhibit 2.4 to the Form 8-K filed by Tickets.com on February 15, 2005).
Exhibit(e)(7)	Stockholder Agreement, dated as of February 14, 2005, among Parent, Purchaser, General Atlantic Partners 46, L.P., General Atlantic Partners 54, L.P., General Atlantic Partners 74, L.P., GapStar LLC, GAP Coinvestment Partners, L.P., and GAP Coinvestment Partners II, L.P. (incorporated by reference to Exhibit 2.5 to the Form 8-K by Tickets.com on February 15, 2005).
Exhibit(e)(8)	Stockholder Agreement dated as of February 14, 2005, among Parent, Purchaser, Competiber, S.A., Ignacio Suárez-Zuloaga, Ramon Suárez, and Valor XXI SICAV, S.A. (incorporated by reference to Exhibit 2.6 to the Form 8-K by Tickets.com on February 15, 2005).
Exhibit(e)(9)	Change In Control Bonus Escrow Agreement dated as of February 14, 2005, among Parent, U.S. Bank, N.A., as escrow agent, and each of the Company executives named therein as signatories.
Exhibit(e)(10)	Form 8-K filed on February 14, 2005, by Tickets.com, with a filing date of February 15, 2005, incorporated by reference.
Exhibit(e)(11)	Form 8-K filed on February 15, 2005, by Tickets.com incorporated by reference.
Exhibit(e)(12)	Form 8-K filed on February 15, 2005 by Tickets.com incorporated by reference.
ANNEX A	Opinion of Perseus Advisors LLC (included as Exhibit (a)(2)(ii) to this Schedule 14D-9).
ANNEX B	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (included as Exhibit (a)(2)(iii) to this Schedule 14D-9).

EX-99.A2I

Exhibit (a)(2)(i)

February 17, 2005

To the Stockholders of Tickets.com, Inc.:

      I am pleased to inform you that Tickets.com, Inc. (“Tickets.com”), MLB Advanced Media L.P. (“Parent”), and MLBAM Acquisition Corp. (“Purchaser”), have entered into an Agreement and Plan of Merger, dated as of February 14, 2005 (“Merger Agreement”), pursuant to which Purchaser will commence a cash tender offer (“Offer”) to purchase all of the outstanding shares of Tickets.com’s common stock for $1.10 per share net in cash, without interest. Under the Merger Agreement, the Offer will be followed by a merger of Purchaser with and into Tickets.com in which any remaining shares of Tickets.com’s common stock (other than certain shares owned by Tickets.com and its affiliates, Parent and its affiliates, and shares held by stockholders that have properly exercised their dissenters’ rights under Delaware law) will be converted into the right to receive $1.10 per share of common stock, net in cash without interest (“Merger”). The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of common stock which, together with the shares of common stock into which the warrants and shares of preferred stock to be acquired by Purchaser pursuant to a securities purchase agreement are exercisable or convertible, represents at least 90% of all of the Shares assuming the exercise of such warrants and conversion of such preferred stock into Common Stock. MLB Advanced Media L.P. is the interactive media and Internet company of Major League Baseball.

      A Special Committee of the Board of Directors of Tickets.com consisting entirely of independent directors (“Special Committee”), by unanimous vote, (i) determined that each of the Offer and the Merger are fair to and in the best interests of the stockholders of Tickets.com’s common stock, other than certain holders of preferred stock and their affiliates, (ii) approved and declared advisable the Offer and recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (iii) recommended to the Tickets.com Board of Directors that it approve and declare advisable the Merger and recommend it to Tickets.com’s stockholders. The Board of Directors subsequently declared advisable the Merger and recommended it to Tickets.com’s stockholders.

      In arriving at its recommendation, the Special Committee gave careful consideration to a number of factors described in the attached Schedule 14D-9, including the opinions received by Perseus Advisors LLC and Houlihan Lokey Howard & Zukin Financial Advisors, Inc., that, subject to certain conditions, the price of $1.10 per share in cash is fair, from a financial point of view, to the holders of Tickets.com’s common stock, other than certain holders of preferred stock and their affiliates.

      In addition to the attached Schedule 14D-9 relating to the Offer and the Merger Agreement, also enclosed is the Offer to Purchase, dated February 17, 2005, of Purchaser and a Letter of Transmittal to be used for tendering your shares of common stock. These documents set forth the terms and conditions of the Offer and the Merger Agreement and provide instructions as to how to tender your shares. We urge you to read the enclosed material carefully.

Sincerely,

Ronald Bension

Chief Executive Officer

EX-99.A2II 3 p70217exv99wa2ii.htm EXHIBIT (A)(2)(II)

Exhibit (a)(2)(ii)

ANNEX A

February 14, 2005

Special Committee of the

Board of Directors

Tickets.com Inc.

555 Anton Boulevard, 11th Floor

Costa Mesa, CA 92626

Members of the Special Committee of the Board of Directors:

      We understand that Tickets.com, Inc (“Tickets” or the “Company”), MLB Advanced Media, L.P., (“MLBAM”) and MLBAM Acquisition Corp, a wholly-owned subsidiary of MLBAM (“Purchaser”), propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated February 14, 2005, (the “Merger Agreement”) which provides, among other things, for the Purchaser to make a cash tender offer to acquire all of the issued and outstanding shares of Tickets’ Common Stock (the “Tender Offer”) for $1.10 per share (the “Tender Offer Price”). Upon completion of the Tender Offer, and subject to the satisfaction or waiver of the conditions precedent set forth in Article VI of the Merger Agreement, Purchaser will be merged with and into Tickets (the “Merger”). The terms and conditions of the Merger are more fully set forth in the Merger Agreement. The Tender Offer and the Merger defined above are collectively defined as the “Transaction.” Capitalized terms not defined herein shall bear the meanings ascribed to such terms in the Merger Agreement.

      You have asked for our opinion as to whether, as of the date hereof, the Tender Offer Price is fair from a financial point of view to current holders of Tickets’ Common Stock, other than General Atlantic Partners and its Affiliates, and any other holders of preferred stock of the Company and their Affiliates.

      For purposes of the opinion set forth herein, we have:

      (i) reviewed the Merger Agreement, the Company Disclosure Schedules attached thereto, the Offer to Purchase, and certain other related documents;

      (ii) reviewed certain audited financial statements for fiscal year 2003 (which are the only recent audited financial statements available for Tickets and were unpublished as of the rendering of this opinion), including the report of the Company’s Independent Registered Accounting Firm, and other un-audited business and financial information of Tickets, including but not limited to unaudited monthly Income Statements for fiscal year 2004, the unaudited Balance Sheet as of December 2004 and unaudited quarterly results for fiscal year 2002, prepared and provided to us by management of Tickets

      (iii) reviewed a draft of the Form 8-K under which management plans to file the audited financial statements for fiscal year 2003;

      (iv) reviewed certain financial projections relating to Tickets prepared and provided to us by management of Tickets;

      (v) discussed the past and current operations and financial condition and the prospects of Tickets with senior executives of Tickets, including but not limited to the effect on the future revenue and profitability of Tickets should the Transaction not occur;

      (vi) reviewed and discussed with the senior management of Tickets certain alternatives to the Transaction, including but not limited to the ability for Tickets to raise capital absent the Transaction;

      (vii) reviewed and discussed with Tickets’ management its view of the strategic rationale for the Transaction as well as certain strategic, financial and operational benefits anticipated from the Transaction;

      (viii) reviewed the recent reported closing prices and trading activity for Tickets common stock; provided however that Tickets common stock is currently de-listed from the NASDAQ Stock Market and trades by appointment on the Pink Sheets. As a result, there is limited volume in the Tickets

common stock and quoted closing prices may be artificially deflated or inflated and are not a true reflection of the market value of the stock.

      (ix) compared the financial performance of Tickets and the prices and trading activity of Tickets common stock with that of certain other publicly-traded companies and their securities that we believe to be generally comparable to Tickets;

      (x) reviewed the financial terms, to the extent publicly available, of certain transactions that we believe to be generally comparable or relevant;

      (xi) participated in discussions and negotiations among representatives of Tickets and MLBAM; and

      (xii) performed such other analyses and considered such other factors as we deemed appropriate.

      We have assumed and relied upon, without independent verification, the accuracy and completeness of the information reviewed by us for the purposes of this opinion. With respect to the financial projections relating to Tickets and prepared and provided to us by the management of Tickets, we have assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of Tickets’ management of the future financial conditions, results of operations and business prospects of Tickets and that they provide a reasonable basis upon which we can form our opinion. Furthermore, we have assumed that the unaudited financial results have been prepared accurately and consistent with the Company’s audited financial results. We have not made any independent investigation of any legal, accounting or tax matters affecting Tickets, and we have assumed the correctness of all legal, accounting and tax advice given to Tickets and its Board of Directors or any committee thereof, including the Special Committee of the Board of Directors. We have not conducted a physical inspection of the properties and facilities of Tickets, nor have we made or obtained any independent evaluation or appraisal of such properties and facilities or Tickets’ assets or liabilities. Specifically, we have not made or obtained an independent evaluation or appraisal of Ticket’s intellectual property or intellectual property rights. We have also taken into account our experience in transactions that we believe to be generally comparable or relevant, as well as our experience in securities valuation in general. Our opinion is necessarily based on financial, economic, market, political, regulatory and other conditions as they exist and are known to us and have been evaluated by us as of the date hereof and we have assumed that there have been no material changes to Tickets’ assets, financial conditions, results of operations and business prospects since the date of its last financial statements provided to us. We have also assumed that the Merger Agreement will not differ in any material respect from the February 14, 2005 draft furnished to us. In addition, we have further assumed, with your consent, that the Transaction will be consummated in accordance with the terms set forth in the Merger Agreement (without any further amendments thereto), without waiver by any party of any material rights thereunder, and that in all respects material to our analysis, the representations and warranties made by the parties thereto are true and correct. We assume no responsibility to update or revise our opinion based upon events or circumstances occurring or becoming known to us after the date hereof. We reserve, however, the right to withdraw, revise or modify our opinion based upon additional information which may be provided to or obtained by us, which suggests, in our judgment, a change in the assumptions (or the bases therefor) upon which our opinion is based.

      We have acted as financial advisor to the Special Committee of the Board of Directors of Tickets in connection with the Transaction and will receive a fee for our services, a significant portion of which is contingent upon the consummation of the Transaction as well as a fee for rendering this opinion. In addition, Tickets has agreed to indemnify us for certain liabilities arising out of our engagement. In the future, Perseus Advisors, LLC may provide financial advisory and/or financing services for MLBAM. It is understood that this letter, and the opinion expressed herein, is for the information of the Special Committee of the Board of Directors of Tickets in its consideration of the Transaction, and it does not confer rights or remedies upon Tickets, MLBAM, or the stockholders of Tickets or MLBAM. Further, it is understood that this letter, and the opinion expressed herein, should not be construed as creating any fiduciary duty on our part to any such party. This letter, and the opinion expressed herein, may not be used for any other purpose, or relied upon by any other party, without our prior written consent except that this letter, and the opinion expressed herein, may be included in its entirety, if required, in any regulatory filing of a proxy or information statement made by Tickets in respect of the Transaction; provided that any description or reference to Perseus Advisors, LLC,

this letter, or the opinion expressed herein, included in such statement shall be in form and substance reasonably acceptable to us.

      This opinion only addresses the fairness from a financial point of view, as of the date hereof, of the Tender Offer Price to the current holders of Tickets Common Stock other than General Atlantic Partners and its Affiliates and any other holders of preferred stock of the Company and their Affiliates, and we do not express any views on any other term of the Transaction or the Merger Agreement. This opinion does not address Tickets’ underlying business decision to approve the Transaction, and it does not constitute a recommendation to Tickets, its Board of Directors or any committee thereof, including the Special Committee of the Board of Directors, its stockholders, or any other person as to any specific action that should be taken in connection with the Transaction, including without limitation as to how the stockholders of Tickets should act in connection with the Transaction. In addition, this opinion does not in any manner address the prices at which the shares of Tickets Common Stock will trade at any time.

      Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein and such other factors as we deem relevant, it is our opinion that, as of the date hereof, the Tender Offer Price is fair from a financial point of view to current holders of Tickets Common Stock, other than General Atlantic Partners and its Affiliates, and any other holders of preferred stock of the Company and their Affiliates.

Very truly yours,

/s/ Perseus Advisors, LLC

By Perseus Advisors, LLC

EX-99.A2II

exv99wa2ii

EX-99.A2III

Exhibit (a)(2)(iii)

ANNEX B

February 14, 2005

The Special Committee of the Board of Directors of

Tickets.com, Inc.

555 Anton Boulevard, 11th Floor

Costa Mesa, CA 92626

Dear Members of the Special Committee:

      We understand that Tickets.com, Inc. (the “Company”) is currently capitalized with two classes of preferred stock and one class of common stock. We further understand that General Atlantic Partners and certain affiliates of General Atlantic Partners (collectively, “GAP”), own various amounts of each of the Company’s classes of preferred and common stock, as indicated in the following table:

	Beneficially			Beneficially
	Owned by			Owned by
Class of Security	GAP			Others
Series F Senior Cumulative Redeemable Convertible Preferred Stock (“Series F”)		80.8	%		19.2	%
Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock (“Series G”)		100.0	%		0.0	%
Common Stock (issued and outstanding)		15.1	%		84.9	%

      The holders of the Series F and the Series G are, collectively, referred to herein as the Preferred Stockholders, and the Series F and Series G are, collectively, referred to herein as the Preferred Stock.

      We further understand that after consideration of dilution and conversion, GAP holds approximately 67.5% of the Company’s common stock on a fully diluted, fully converted basis and effectively controls five of the nine board of directors’ seats through board election rights held by the Preferred Stock.

      Furthermore, we understand that the Company, Major League Baseball Advanced Media, LLP (“MLBAM”), MLBAM Acquisition Corp., a wholly owned subsidiary of MLBAM, and the Preferred Stockholders will enter into various agreements that will include, among other things:

•  a Securities Purchase agreement among MLBAM, MLBAM Acquisition Corp. and the Preferred Stockholders pursuant to which MLBAM Acquisition Corp. shall purchase (i) the Series F for cash consideration of $4.1 million, subject to certain adjustments, and (ii) the Series G for cash consideration of $51.7 million, subject to certain adjustments;

•  an agreement and plan of merger (the “Merger”) pursuant to which MLBAM Acquisition Corp. will make a tender offer to acquire all of the issued and outstanding shares of common stock of the Company for cash consideration of $1.10 per share; and

•  following the Merger, the separate corporate existence of MLBAM Acquisition Corp. shall cease and the Company shall continue as the surviving corporation.

      The Merger and all related transactions are referred to collectively herein as the “Transaction.”

      You have requested our opinion (the “Opinion”) as to the matters set forth below. The Opinion does not address (i) the underlying business decision of the Company, its security holders or any other party to proceed with or effect the Transaction, (ii) the fairness of any portion or aspect of the Transaction not expressly addressed in the Opinion, (iii) the fairness of any portion or aspect of the Transaction to the holders of any

The Special Committee of the Board of Directors of

Tickets.com, Inc.

February 14, 2005

2

class of securities, creditors or other constituencies of the Company, or any other party other than those set forth in the Opinion, (iv) the relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage, (v) the tax or legal consequences of the Transaction to either the Company, its security holders, or any other party, (vi) whether any security holder should tender their shares in connection with the Transaction, (vii) the solvency or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency or similar matters, or (viii) the fairness of any portion or aspect of the Transaction to any one class of the Company’s security holders vis-à-vis any other class of the Company’s security holders. We have not been requested to, and did not, solicit third party indications of interest in acquiring all or any part of the Company. Furthermore, at your request, we have not negotiated the Transaction or advised you with respect to alternatives to it.

      In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

      1. met with certain members of the senior management of the Company to discuss the operations, financial condition, future prospects and projected operations and performance of the Company, and spoke with representatives of the Company’s investment bankers and counsel to discuss certain matters;

      2. reviewed the Company’s annual reports to shareholders and on Form 10-K for the three fiscal years ended December 31, 2001, and the quarterly report on Form 10-Q for the quarter ended September 30, 2002, which the Company’s management has identified as being the last financial filings submitted to the SEC;

      3. reviewed audited financial statements for the fiscal year ended December 31, 2003;

      4. reviewed a Company-prepared income statement for the fiscal year ended December 31, 2004;

      5. reviewed a Company-prepared balance sheet for the period ended December 31, 2004, and a Company provided estimate of the current cash balance of the Company as of February 3, 2005;

      6. reviewed the February 10, 2005 draft of Schedule 4.04 (b) “Schedule of Performance Metrics” provided by Company management;

      7. reviewed base-case forecasts and projections prepared by the Company’s management with respect to the Company for the two fiscal years ending December 31, 2005 through December 31, 2006;

      8. reviewed the Company prepared Corporate Overview, dated September 13, 2004, including forecasts and projections assuming a new infusion of capital;

      9. reviewed a revised transaction terms schedule as prepared by Perseus Group and dated February 2, 2005;

      10. reviewed Company prepared materials in connection with the 2004 Q3 Board of Directors meeting and dated October 28, 2004;

      11. reviewed copies of the following agreements:

•  the February 10, 2005 draft Securities Purchase Agreement among MLBAM, MLBAM Acquisition Corp., General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., Gapstar, LLC, International Capital Partners, Inc., Profit Sharing Trust, Sports Capital Partners, L.P., Sports Capital Partners (Cayman Islands), L.P. and Sports Capital Partners CEV, LLC;

•  the February 9, 2005 draft of the Agreement and Plan of Merger among MLBAM, MLBAM Acquisition Corp., and the Company;

The Special Committee of the Board of Directors of

Tickets.com, Inc.

February 14, 2005

3

•  the February 10, 2005 draft of the Schedule 14D-9 to be submitted by the Company to the Securities and Exchange Commission in connection with the Transaction;

•  the February 10, 2005 draft of the three Stockholder Agreement (s) with General Atlantic Partners, Sports Capital Partners and International Capital Partners;

•  the Certificate of the Powers, Designations, Preferences and Rights of the Series F Senior Cumulative Redeemable Convertible Preferred Stock;

•  the Certificate of the Powers, Designations, Preferences and Rights of the Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock;

      12. reviewed the historical market prices and trading volume for the Company’s publicly traded securities;

      13. reviewed certain other publicly available financial data for certain companies that we deem comparable to the Company; and

      14. conducted such other studies, analyses and inquiries as we have deemed appropriate.

      We have relied upon and assumed, without independent verification, that the financial forecasts and projections provided to us have been reasonably prepared and reflect the best currently available estimates of the future financial results and condition of the Company, and that there has been no material change in the assets, financial condition, business or prospects of the Company since the date of the most recent financial statements made available to us.

      We have not independently verified the accuracy and completeness of the information supplied to us with respect to the Company and do not assume any responsibility with respect to it. We have not made any physical inspection or independent appraisal of any of the properties or assets of the Company. We have not performed any specific analyses with respect to the Company’s existing executive compensation agreements or contractual payments, and express no opinion with respect thereto. Our opinion is necessarily based on business, economic, market and other conditions as they exist and can be evaluated by us at the date of this letter.

      Our understanding of the terms, timing, process and other factors concerning the Transaction and related negotiations and agreements among all parties to the Transaction is based solely on the documents identified in item 11 above and upon discussions we had with the respective advisors and representatives of the Company and the Special Committee of the Board of Directors of the Company. If such factors are materially different than those set forth in said documentation and as otherwise disclosed to us, the conclusions set forth in this Opinion may be adversely affected.

      Based on the foregoing, and in reliance thereon, it is our opinion that (i) the aggregate consideration to be received by the Preferred Stockholders and the common stockholders of the Company, collectively, in connection with the Transaction, is fair from a financial point of view, and (ii) the consideration to be received by the holders of the Company’s common stock (other than GAP) in connection with the Transaction is fair to them from a financial point of view. For the purposes of clarity, our Opinion does not address the fairness of the Transaction, from a financial point of view, to any one class of the Company’s securities vis-à-vis any other class of the Company’s securities (i.e., whether the consideration received by each Preferred Class is as fair as that received by each other Preferred Class).

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS INC.

/s/ Houlihan Lokey Howard & Zukin Financial Advisors Inc.

EX-99.E1

Exhibit (e)(1)

Agreement For Use And Nondisclosure

of Confidential Information

      This Agreement For Use And Nondisclosure of Confidential Information (“Agreement”) by and between Tickets.com, Inc. (“TXX”), a Delaware corporation, having its principal place of business at 555 Anton Blvd., Costa Mesa, California 92626 and MLB Advanced Media, L.P. (“MLBAM”), having an office at 75 Ninth Avenue New York, New York 10011, is to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other for the limited purpose of exploring and evaluating a possible business relationship concerning a strategic transaction between the parties (the “Transaction”).

      In consideration of the mutual understandings herein contained, the parties agree as follows:

      1. Confidential Information disclosed, made available or provided to one party (the “Recipient”) by the other party (the “Discloser”) shall be used by the Recipient only to the extent required to evaluate the Transaction.

      2. As used in this Agreement “Confidential Information” shall mean all information, materials, documents, business plans or strategies, financial data or projections, drawings, designs, source code, object code, descriptions, specifications, costs, equipment, or apparatus which (i) is marked “Confidential” or “Proprietary” or if disclosed orally is confirmed in writing as Confidential Information within thirty (30) days of such disclosure, or (ii) the Recipient knows or has reason to know is confidential, trade secret or proprietary information of the Discloser.

      3. Without the specific prior written permission of Discloser, Recipient shall not copy or disclose the other party’s Confidential Information to any third party, other than persons in the direct employ of Recipient and agents or representatives of Recipient who have a need to have access to or knowledge of such Confidential Information solely for the purpose of evaluating the Transaction. Notwithstanding the preceding sentence, MLBAM may copy or disclose any Confidential Information provided by TIXX to the other MLB Entities who have a need to have access to or knowledge of such Confidential Information solely for the purpose of evaluating the Transaction. For purposes of this Agreement, the “MLB Entities” shall mean MLBAM, the Office of the Commissioner of Baseball, its Bureaus, Committees, Subcommittees and Councils, Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc. (doing business in its own name and as Major League Baseball Productions), Baseball Television, Inc. (d/b/a Major League Baseball International), the Major League Baseball Clubs, and each of their subsidiaries or affiliated entities, any entity which, now or in the future, controls, is controlled by, or is under common control with the Major League Baseball Clubs or the Office of the Commissioner of Baseball, and the directors, officers and employees of the above entities. All such persons shall be informed by Recipient of the confidential nature of such information and shall be directed to treat such information confidentially. Recipient will make all reasonable efforts to maintain such Confidential Information in accordance with this Agreement. Recipient agrees to use at least the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure, use, or publication of Discloser’s Confidential Information as it uses with respect to its own confidential information.

      4. It is understood that the term “Confidential Information” does not include information which:

      a. has been or subsequently becomes legally and publicly available without breach of this Agreement;

      b. was rightfully in the possession of or known to the Recipient, without any obligation of confidentiality, prior to receiving it from the Discloser;

      c. is rightfully obtained by the Recipient from a source other than the Discloser without any obligation of confidentiality;

      d. is developed by or for the Recipient without access to Discloser’s Confidential Information and such independent development can be shown by documentary evidence;

      e. becomes available to the Recipient by wholly lawful inspection of products offered for sale;

      f. is disclosed by the Recipient under a valid order issued by a court or government agency, provided that prior reasonable written notice is given to the Discloser to allow the Discloser time to intervene and seek a protective order or other limitation on disclosure or in the alternative, waives its objection to such ordered disclosure.

       5. At any time hereafter upon request of Discloser, Recipient will promptly return or destroy (and certify destruction of) all documents and other materials embodying any of Discloser’s Confidential Information.

       6. Neither party makes any warranties regarding the accuracy of its Confidential Information. Each party agrees that the other shall have no responsibility for any expenses, losses or action incurred or undertaken by a Recipient as a result of the receipt and use of the other party’s Confidential Information.

       7. The disclosure of Confidential Information under this Agreement shall not be construed as the granting of any rights or license for any purpose other than those provided hereunder, nor shall there be implied or construed any obligation in the future to grant such rights or license.

       8. This Agreement is not intended to and shall not be construed as creating (i) a joint venture, partnership or other form of business association between the parties (ii) an obligation to buy or sell products using or incorporating the Confidential Information, or (iii) any obligation to consummate or otherwise explore, evaluate or negotiate any Transaction.

       9. If any action is instituted to enforce this Agreement, the prevailing party shall be entitled to its costs of suit, including reasonable attorneys’ fees. This Agreement shall be interpreted under and governed by the laws of the State of California.

      10. This Agreement shall continue from the date last written below until terminated by either party by giving thirty days’ prior written notice of termination to the other party. Notwithstanding such termination, the obligations of a Recipient hereunder concerning confidentiality and use shall terminate five (5) years following the receipt of the other party’s Confidential Information.

      11. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and there are no other agreements, representations, promises, warranties or other considerations expressed or implied, written or oral, other than as expressly set forth herein. This Agreement may not be modified except by an instrument in writing duly executed by both parties hereto.

      12. It is understood that a party to this Agreement may institute appropriate proceedings against a breaching party (and others who are subject to the terms hereof) to enforce its rights hereunder. Money damages would not be a sufficient remedy for any violation of the terms of this Agreement and, accordingly, the non-breaching party shall be entitled to specific performance and injunctive relief as remedies for any violation. These remedies shall not be deemed to be exclusive remedies for a violation of the terms of this Agreement but shall be in addition to all other remedies available to the non-breaching party at law or in equity.

In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

Tickets.com, Inc.	MLB Advanced Media, L.P., by its General Partner, MLB Advanced Media, Inc.
By: /s/ Ron Bension	By: /s/ Michael Mellis
Date: 6/16/04	Date: June 18, 2004

EX-99.E2

Exhibit (e)(2)

AMENDMENT

TO

AGREEMENT FOR USE AND

NONDISCLOSURE OF

CONFIDENTIAL INFORMATION

      The undersigned, Tickets.com, Inc. and MLB Advanced Media, L.P., having heretofore entered into that certain Agreement for Use and Nondisclosure of Confidential Information dated on or about June 18, 2004 (the “Agreement”), do desire to amend such Agreement, and, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby do amend, such Agreement, as follows:

      1. Paragraph 2 of the Agreement is deleted in its entirety and replaced with the following:

      “2. As used in this Agreement, “Confidential Information” shall mean all information provided by the Discloser or its agents or representatives, which information shall include but not be limited to information contained in or regarding documents, materials, business plans and strategies, financial data and projections, compilations, drawings, designs, source code, object code, descriptions, specifications, costs, equipment and apparatus, and shall include any information disclosed orally to allow Recipient to explore or evaluate a possible Transaction. Unless otherwise required under a separate agreement between the parties, any information disclosed orally, which was disclosed in the ordinary course of business between the parties, shall not be deemed Confidential Information unless confirmed in writing as “Confidential,” “Proprietary” or similarly marked, or if the Recipient knows or has reason to know is confidential, trade secret or proprietary information of the Discloser.”

      2. The first sentence of Paragraph 3 of the Agreement is modified by deleting the period at the end thereof and adding the following:

      “, and shall use the other party’s Confidential Information solely for the purpose of evaluating the Transaction.”

      3. The fourth sentence of Paragraph 3 of the Agreement is modified by deleting the period at the end thereof and adding the following:

      “, and Recipient shall be responsible for any unauthorized use or disclosure of Confidential Information by such persons.”

       4. At the end of Paragraph 3 of the Agreement, the following sentence is added:

      “Recipient shall promptly notify Discloser upon learning of any use or disclosure of the Discloser’s Confidential Information in violation of this Agreement, or of any destruction, loss or theft of Discloser’s Confidential Information.”

       5. Paragraph 5 of the Agreement is deleted in its entirety and replaced with the following:

      “5. At any time hereafter upon request of Discloser, Recipient shall, and shall use commercially reasonable efforts to cause its agents and representatives to: (i) promptly return or destroy, at Discloser’s option, all documents and other materials provided by Discloser and its agents and representatives, including all copies thereof, and (ii) promptly destroy all documents and other materials, in whatever form, constituting notes, analyses, summaries, compilations, or abstracts containing Confidential Information, provided, however, that any document or other material constituting notes, analyses, summaries, compilations, or abstracts containing Confidential Information prepared by Recipient’s outside legal counsel shall not be required to be destroyed but Recipient shall use commercially reasonable efforts to cause such agent or representative promptly to certify to Discloser that such information, in whatever form, is not being and shall not be used, disclosed, or copied in violation of this Agreement. Recipient shall certify in writing its compliance with this paragraph.”

       6. A new Paragraph 13 is added to the Agreement, as follows:

      “13. For a period of eighteen (18) months from the date of this Agreement or any amendment hereto, the MLB Entities and their agents and representatives involved in the evaluation of the

Transaction shall not employ or solicit for employment, either directly or indirectly, any person who is or was an employee of TIXX at anytime during the parties’ discussions of the possible Transaction contemplated hereby, and shall not solicit or encourage any such employee to leave the employment of TIXX. The foregoing shall not prohibit (i) the hiring of a TIXX employee terminated by TIXX; (ii) the hiring of a TIXX employee who voluntarily terminates employment with TIXX without prior solicitation by the MLB Entities or their agents or representatives (other than solicitations allowed pursuant to the following clause (iii)); and (iii) solicitations that are general and customary published employment advertisements not targeted to TIXX employees.”

      7. A new Paragraph 14 is added to the Agreement, as follows:

      “14. If any restriction or limitation in this Agreement is deemed to be unreasonable, onerous or unduly restrictive by a court of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall remain effective to the maximum extent permissible. If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, but will not affect any other provisions of this Agreement, which shall otherwise remain in full force and effect.”

      This amendment may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed as of this 16th day of September, 2004.

TICKETS.COM, INC.	MLB ADVANCED MEDIA, L.P., by its General Partner, MLB Advanced Media, Inc.
/s/ Robert Murphy	/s/ Jeffrey D’Onofrio
Name:  Robert Murphy	Name:  Jeffrey D’Onofrio
Title:    General Counsel	Title:   Vice President & CFO
Date:   9/16/04	Date:   9/16/04

EX-99.E9

Exhibit (e) (9)

CHANGE IN CONTROL BONUS ESCROW AGREEMENT

      THIS CHANGE IN CONTROL BONUS ESCROW AGREEMENT (this “Agreement”) is made and effective as of February 14, 2005, by and among MLB Advanced Media, L.P., a Delaware limited partnership (“MLBAM”), U.S. Bank, N.A., as escrow agent (“Escrow Agent”), and each of the parties listed in Schedule I attached hereto (the “Beneficiaries”).

      WHEREAS, MLBAM and Tickets.com, Inc., a Delaware corporation (“Tickets.com”), have contemporaneously herewith entered into an Agreement and Plan of Merger, dated as of February 14, 2005 (as the same may be modified from time to time, the “Merger Agreement”), pursuant to which MLBAM Acquisition Corp., the wholly-owned subsidiary of MLBAM, will merge with and into Tickets.com, with MLBAM owning all of the outstanding equity securities of the surviving entity; and

      WHEREAS, pursuant to Section 5.01 of the Merger Agreement, MLBAM has agreed to deposit an aggregate of $3,475,334.01 (the “Deposit”) with the Escrow Agent at the time specified therein, which Deposit shall be available, in accordance with the terms and conditions of this Agreement, for distribution to the Beneficiaries at any time commencing on the sixth (6th) business day following a Qualifying Acquisition, as that term is defined in those certain Restated Change of Control Bonus Agreements, dated February 9, 2005, entered into between Tickets.com and each of the Beneficiaries (collectively, the “Bonus Agreements”).

      NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I.

APPOINTMENT; ESTABLISHMENT OF THE ESCROW ACCOUNT

      1.1. Appointment. The parties hereto each hereby appoint Escrow Agent to act as agent and custodian for the Deposit for their respective benefit pursuant to the terms of this Agreement, and Escrow Agent hereby accepts such appointment and agrees to retain, manage, and dispose of the Deposit in accordance with all of the terms, conditions and provisions of this Agreement.

      1.2. Establishment of Escrow Account. Pursuant to Section 5.01 of the Merger Agreement, upon the commencement of the Offer (as such term is defined in the Merger Agreement), MLBAM (or its affiliates) shall deliver to, and directly deposit with, Escrow Agent the Deposit (which amount may also be referred to herein as the “Escrow Amount”). Upon delivery of the Escrow Amount to Escrow Agent, Escrow Agent shall acknowledge receipt of such Escrow Amount by delivery of written notice to MLBAM and each of the Beneficiaries.

ARTICLE II.

INVESTMENT; INCOME ALLOCATION, TAX DISTRIBUTION

      2.1. Investment. Escrow Agent shall invest and reinvest the Escrow Amount in U.S. Treasury Securities, money market accounts or bank certificates of deposit, as MLBAM may from time to time direct in writing. If no written instructions are provided to Escrow Agent, Escrow Agent shall invest the Escrow Amount, and any undistributed income or interest earned or accrued with respect thereto, in First American Treasury Obligations Fund Class A (FATXX). Escrow Agent shall receive and collect all income earned in respect of such investments. All dividends, interest, gains and other distributions received by Escrow Agent as a result of such investments of the Escrow Amounts (the “Escrow Income”) shall be held by Escrow Agent in the escrow account and, upon final distribution of the total amount of the Deposit (exclusive of any Escrow Income thereon) to the Beneficiaries as set forth in Article III below, all such Escrow Income shall be distributed to MLBAM. If necessary to satisfy any distributions under this Agreement, Escrow Agent may sell

or liquidate, in its sole discretion, any one or more investments before the maturity of such investment, and Escrow Agent shall not be liable to any of MLBAM or the Beneficiaries for any losses or penalties resulting from or relating to any such sale or liquidation. In no instance shall Escrow Agent have any obligation to provide investment advice of any kind. Escrow Agent shall not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Section 2.1, other than as a result of the gross negligence or willful misconduct of Escrow Agent.

      2.2. Allocation of Income. MLBAM shall provide to Escrow Agent an appropriate Internal Revenue Service Form W-9 and the parties hereto agree that, for tax reporting purposes, all Escrow Income in any tax year shall be allocated to MLBAM. Escrow Agent shall be responsible only for information reporting and, to the extent applicable, withholding or backup withholding in accordance with the rules of any appropriate taxing authority with respect to any Escrow Income earned in accordance with Section 2.1 hereof.

ARTICLE III.

DISTRIBUTIONS OF THE ESCROW AMOUNT

      3.1. At any time commencing on the sixth (6th) business day following the occurrence of a Qualifying Acquisition (as that term in defined in Article II of the Bonus Agreements), if amounts then due and owing to any Beneficiary pursuant to such Beneficiary’s Bonus Agreement has not been paid in full, such Beneficiary may submit a completed and executed Notice of Payment Due, the form of which is attached hereto as Exhibit A (the “Notice of Payment Due”), along with a completed and executed General Release, the form of which is attached hereto as Exhibit B (the “General Release”), to Escrow Agent, along with copies of each to MLBAM, in accordance with the notice provisions set forth in Article VIII below.

      3.2. As soon as practicable following Escrow Agent’s receipt of a completed and executed Notice of Payment Due and completed and executed General Release of even date therewith, Escrow Agent shall release out of the Escrow Amount to the Beneficiary submitting such Notice of Payment Due and General Release the amount indicated in such Notice of Payment Due; provided, however, that in no event shall (i) such amount exceed the amount indicated opposite the name of the Beneficiary submitting such Notice of Payment Due in the column titled “Change of Control Bonus Amount” on Schedule I hereto; or (ii) Escrow Agent release any amounts to any Beneficiary unless the applicable Notice of Payment Due is also accompanied by a completed and executed General Release of even date therewith.

      3.3. All payments out of the escrow account to any Beneficiary shall be distributed by federal funds wire transfer to the account set forth on such Beneficiary’s Notice of Payment Due.

      3.4. In no event shall Escrow Agent distribute amounts to any Beneficiary, whether through one or more Notices of Payment Due, that aggregate in excess of the amount indicated opposite the name of such Beneficiary in the column titled “Change of Control Bonus Amount” on Schedule I hereto.

      3.5. In no event shall one Beneficiary submit or be entitled to submit a Notice of Payment Due on behalf of any other Beneficiary.

      3.6. Escrow Agent shall promptly deliver any and all General Releases received by Escrow Agent pursuant hereto to MLBAM.

ARTICLE IV.

TERMINATION OF ESCROW

      The escrow provided for under this Agreement shall terminate upon the earlier to occur of (i) the date of distribution of all Escrow Amounts in accordance with the provisions hereof, (ii) upon receipt by Escrow Agent of a completed and executed Notice of Termination of Escrow, the form of which is attached hereto as Exhibit C (“Notice of Termination of Escrow”); provided, however, that no such Notice of Termination of Escrow may be submitted until the date that is thirty (30) days following consummation of the Merger (as such term is defined in the Merger Agreement); or (iii) June 30, 2005. Upon termination of the escrow

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provided for under this Agreement, all amounts then remaining in such escrow, including all Escrow Income thereon, shall be distributed to MLBAM.

ARTICLE V.

Escrow Agent

      5.1. Escrow Agent shall have no duties or obligations hereunder except those specifically set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. In connection with its duties hereunder, Escrow Agent shall be conclusively protected in acting or refraining from acting upon any written notice, request, consent, certificate, order, affidavit, letter, telegram or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or sent by the proper party or parties. Escrow Agent shall not be liable for anything it may do or refrain from doing in connection with its duties hereunder including, without limitation, any mistake of fact or error of judgment or any acts or omissions of any kind, except as a result of its own gross negligence or willful misconduct. Escrow Agent may consult with counsel and shall be protected in respect of any action taken or omitted to be taken by it in good faith on the advice of such counsel. To the extent Escrow Agent has any reporting and withholding obligations for payments or disbursements made to any of the Beneficiaries under this Agreement, Escrow Agent shall issue any required Form 1099 (or similar form) in the name of the Beneficiaries.

      5.2. As compensation for Escrow Agent’s services hereunder, MLBAM shall pay all of the fees set forth on Schedule II hereto. Subject to the preceding sentence, MLBAM, on the one hand, and the Beneficiaries (acting, for these purposes, jointly as one party), on the other hand, shall each pay one-half (1/2) of Escrow Agent’s Agent Losses (as hereinafter defined) as provided in Section 5.3.

      5.3. The parties hereby agree, severally and not jointly, to indemnify and hold harmless Escrow Agent from and against any and all liabilities, losses, damages, judgments, claims, costs and expenses (excluding, for the avoidance of doubt, the fees set forth on Schedule II) (“Agent Losses”) relating to its duties as Escrow Agent under this Agreement (including, without limitation, the reasonable fees and disbursements of one counsel to Escrow Agent, which may be imposed on, incurred by or assessed against Escrow Agent at any time in connection with the performance of its duties as Escrow Agent hereunder, except for Agent Losses resulting from the gross negligence or willful misconduct of Escrow Agent. The indemnification obligation in this Section 5.3 shall survive any termination of this Agreement or of Escrow Agent’s services hereunder.

ARTICLE VI.

Disbursement Into Court

      If at any time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or Escrow Agent’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Article VII hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction in the State of Wisconsin, County of Milwaukee, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court for holding and disposition in accordance with the instructions of such court, all funds and other property held by it in the escrow account, after deduction and payment to Escrow Agent of all reasonable fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

      Escrow Agent shall have no liability to the parties, their respective shareholders or partners, or any other person, with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise or be alleged to have arisen as a result of any delay in the

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disbursement of funds held in the escrow account or delay in or with respect to any other action required or requested of Escrow Agent.

ARTICLE VII.

Resignation and Removal of Escrow Agent

      Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the parties, or may be removed, with or without cause, by the parties, acting jointly, at any time by the giving of thirty (30) days’ prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of and acceptance of such appointment by a successor Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the parties jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500 million, or such other person acceptable to the parties. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent and, except as set forth below, the retiring Escrow Agent shall be discharged from any further duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. The retiring Escrow Agent shall transmit all records pertaining to the escrow account and shall pay all funds held by it in each escrow account to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable.

ARTICLE VIII.

Notices

      All notices, requests, demands and other communications under this Agreement shall be given in writing and shall be personally delivered; sent by telecopier or facsimile transmission; or sent to the applicable parties at their respective addresses indicated hereunder by private overnight mail courier service, as follows:

(a)  If to MLBAM, to:

MLB Advanced Media, L.P.

75 Ninth Avenue

New York, New York 10011

Attention: General Counsel

Facsimile: (212) 485-8111

(with a copy to)

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: Jay O. Rothman

Facsimile: (414) 297-4900

(b)  If to Escrow Agent, to:

U.S. Bank, N.A.

1555 North RiverCenter Drive

Suite 301

Milwaukee, Wisconsin 53212

Attention: Steven F. Posto

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Facsimile: (414) 905-5049

(c)  If to the Beneficiaries, to:

To the Addresses set forth on Schedule I.

or to such other person or address as any party shall have specified by notice in writing to the other parties. If personally delivered, such communication shall be deemed delivered upon actual receipt; if sent by telecopier or facsimile transmission, such communication shall be deemed delivered the day of the transmission, or if the transmission is not made on a business day, the first business day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier, such communication shall be deemed delivered upon receipt.

ARTICLE IX.

Miscellaneous

      9.1. Assignment. Except to the extent otherwise expressly set forth in this Agreement, none of the parties may assign, transfer or otherwise encumber this Agreement or its rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party or parties, and any attempted assignment without such consent shall be void and without legal effect; provided, however, MLBAM may collaterally assign this Agreement to any sources of financing solely to secure MLBAM’s obligations under any credit arrangements entered into in connection with the Merger Agreement (and any refinancing or substitutions thereof) or to any of its affiliates; and provided, further, any party may assign its right to receive a payment entitled to be received by it pursuant to this Agreement.

      9.2. Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective heirs, personal representatives, permitted successors and permitted assigns.

      9.3. Amendment and Modification. MLBAM and the Beneficiaries may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing.

      9.4. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless expressly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein and in any documents delivered or to be delivered pursuant hereto and in connection herewith. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

      9.5. Severability. If any court of competent jurisdiction determines that the provisions of this Agreement are illegal or excessively broad, then such provisions shall be construed so that the remaining provisions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad provisions shall be deemed, without further action on the part of any person or entity, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction.

      9.6. No Strict Construction. Notwithstanding the fact that this Agreement has been drafted or prepared by one of the parties, each of the parties confirms that both it and its counsel have reviewed, negotiated and adopted, or had the opportunity to review, negotiate and adopt, this Agreement as the joint agreement and understanding of the parties. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

      9.7. Law Governing Agreement; Jurisdiction. This Agreement shall be construed and interpreted according to the laws of the State of California, excluding any choice of law rules that may direct the

5

application of the laws of another jurisdiction. Any court of competent jurisdiction sitting within the City of Milwaukee, Wisconsin will be the exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement.

      9.8. Equitable Relief. Each party hereto agrees (a) that any breach of its respective rights, duties and/or obligations contemplated herein will result in irreparable injury to the other parties for which a remedy at law would be inadequate, and (b) that, in addition to any relief at law that may be available to any party for such breach and regardless of any other provision contained in this Agreement, such party shall be entitled to injunctive and other equitable relief as a court may grant. This Section 9.8 shall not be construed to limit any party’s right to obtain equitable relief for other breaches of this Agreement under general equitable standards.

      9.9. Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement. Nothing contained in this Agreement shall be deemed to confer upon any other person or entity any right or remedy under or by reason of this Agreement.

      9.10. Entire Agreement. This Agreement (including the exhibits and schedules attached hereto) supersedes all prior agreements among the parties with respect to its subject matter and constitutes (together with the other documents and instruments to be executed and delivered pursuant hereto and thereto) a complete and exclusive statement of the terms of the agreement among the parties with respect to its subject matter. There have not been and are no agreements, representations or warranties among the parties other than those set forth or provided for in this Agreement.

      9.11. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

      9.12. Counterparts. This Agreement may be executed by facsimile signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of this Page Intentionally Left Blank]

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      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date and year first above written.

MLB Advanced Media, L.P.,

a Delaware limited partnership

By: MLB Advanced Media, Inc.,

a Delaware corporation, its General Partner

By:  /s/ Michael J. Mellis

Name: Michael J. Mellis

Title: Senior Vice President & General Counsel

U.S. Bank, N.A.

By:  /s/ Steven F. Posto

Name: Steven F. Posto

Title: Assistant Vice President

Beneficiaries

/s/ Ron Bension
_______________________________________
Ron Bension

/s/ Robert Murphy
_______________________________________
Robert Murphy

/s/ Carl Thomas
_______________________________________
Carl Thomas

/s/ Christian Henry
_______________________________________
Christian Henry

/s/ Joseph Manna
_______________________________________
Joseph Manna

/s/ Simon Crane
_______________________________________
Simon Crane

/s/ Elizabeth Webb
_______________________________________
Elizabeth Webb

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SCHEDULE I

Beneficiaries

	Change of Control Bonus
Executive	Amount ($$)		Address for Notice
Ron Bension	$	1,662,839.23
Robert Murphy	$	399,081.42
Carl Thomas	$	399,081.42
Christian Henry	$	399,081.42
Joseph Manna	$	399,081.42
Simon Crane	$	83,141.96
Elizabeth Webb	$	133,027.14
Total	$	3,475,334.01

SCHEDULE II

Schedule of Escrow Agent’s Customary Fees

      1. Acceptance Fee. The flat fee payable upon execution of this Escrow Agreement shall be $1,000.

      2. Administration Fee. The annual administration fee with the first year paid up front is $1,000.

      3. Special or Extraordinary Services. Reimbursement of agent fees incurred by Escrow Agent, including but not limited to attorneys’ fees and expenses incurred with outside counsel if required.

      4. Miscellaneous. Out-of-pocket expenses, i.e., postage, stationery, travel expenses, etc.

EXHIBIT A

Form of Notice of Payment Due

[Date]

U.S. Bank, N.A.

1555 North RiverCenter Drive

Suite 301

Milwaukee, Wisconsin 53212

Attention: Steven F. Posto

Facsimile: (414) 905-5049

[Beneficiary Name]

[Beneficiary Street Address]

[Beneficiary City State ZIP]

      Re: Change of Control Bonus Escrow Agreement Dated February 14, 2005 (the “Escrow Agreement”); Escrow Account No. [          ].

Sir,

      Pursuant to the above-identified Escrow Agreement, the undersigned hereby submits this Notice of Payment Due (this “Notice”) by Tickets.com, Inc. (“Tickets.com”), with respect to its obligation to make payment under that certain Restated Change of Control Bonus Agreement, dated February 9, 2005 (the “Bonus Agreement”). In that regard, the undersigned, certifies as follows (except as otherwise noted, all capitalized terms used herein shall have the meanings ascribed to them in Escrow Agreement):

      1. A Qualifying Acquisition with MLBAM occurred on                     , 2005, which is more than five (5) business days prior to the date hereof;

      2. Pursuant to the Bonus Agreement, Tickets.com is obligated to make a payment to the undersigned of $                    ;

      3. As of the date of this Notice, Tickets.com has made payments pursuant to the Bonus Agreement to the undersigned in the aggregate amount of $                    ; and

      4. This Notice constitutes the undersigned’s demand for payment of the remaining obligation of $                    (the “Remainder”), which is due and owing to the undersigned pursuant to the terms of the Bonus Agreement.

[Name]

Wire transfer instructions for Beneficiary’s account:

EXHIBIT B

Form of General Release

      WHEREAS, the undersigned,                      (the “Executive”), is a party to that certain Restated Change in Control Bonus Agreement, dated as of February 14, 2005 (the “Bonus Agreement”), by and between the undersigned and Tickets.com, Inc., a Delaware corporation (the “Company”); and

      WHEREAS, pursuant to the terms of the Bonus Agreement, the undersigned, as a condition to the undersigned’s receipt of the bonus provided for therein, must grant this general release of claims to the Company and the Company Parties (as such term is defined herein).

      NOW, THEREFORE, in consideration of the Executive’s receipt of cash consideration in the form of the bonus pursuant to the terms of the Bonus Agreement, the Executive hereby agrees as follows:

      1. The Executive hereby acknowledges and agrees that upon receipt of the sum of $                    , less applicable deductions and withholdings, either from the Company or from the escrow account established pursuant to that certain Change in Control Bonus Escrow Agreement, dated as of February 14, 2005, by and among MLB Advanced Media, L.P. (“Parent”), U.S. Bank, N.A. as escrow agent and the individuals party thereto (the “Bonus Escrow Agreement”), in either case, (a) such payment shall be in full satisfaction of all obligations to the Executive pursuant to the Bonus Agreement, and (b) the Bonus Agreement shall be terminated and rendered null and void and of no further force or effect.

      2. The Executive, for [himself] and [his] spouse, heirs, assigns, executors, administrators, personal representatives, successors, attorneys, and agents, if any, fully, finally and forever releases and discharges Parent, MLBAM Acquisition Corp. (“Purchaser”), the Company, all subsidiary and/or affiliated companies, as well as its and their successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, as a result of actions or omissions occurring through the Effective Time of the Merger (as such terms are defined in that certain Agreement and Plan of Merger, dated February 14, 2005, by and among Parent, Purchaser and the Company); provided, however, that there is specifically excluded from such release and discharge:

      i. Claims for indemnification pursuant to the Company’s Certificate of Incorporation and/or Bylaws for acts or omissions in the Executive’s capacity as an officer and/or director, or former officer and/or director, of the Company; and

      ii. Claims related to obligations of the Company under or pursuant to those agreements, arrangements, contracts, plans or commitments (other than the Bonus Agreement) set forth on Schedule 1 of that certain Estoppel Certificate, dated February 14, 2005, given by the Executive to each of Parent, Purchaser and the Company.

      3. With respect to the matters released herein, the Executive expressly waives any and all rights under Section 1542 of the California Civil Code, and any like provision or principal of common law in any foreign jurisdiction. Section 1542 provides as follows:

SECTION 1542. [CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE] A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

      Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of all matters released herein, the Executive expressly acknowledges that this General Release is intended to include, without limitation, claims and causes of action which [he/she] does not know or suspect to exist in [his/her] favor at the time of execution hereof, and that this General Release contemplates extinguishment of all such claims and causes of action.

      4. Should any provision of this General Release and/or any attachments hereto become legally unenforceable, no other provision of this General Release and/or any attachments hereto shall be

affected, and this General Release and any attachments shall be construed as if they had never included the unenforceable provision.

      5. Each of the parties acknowledge that this General Release was jointly negotiated and reviewed and approved by them and that they had the opportunity to consult with an attorney. The General Release shall not be construed by any court of law or equity against any party solely by virtue of any party having drafted this General Release.

      6. No Modifications Unless In Writing. The parties to this General Release agree that any modification of this General Release must be in writing signed by the Executive and the Company, and must refer specifically to this General Release and the provisions modified. No other modifications will be valid.

      7. The provisions of this General Release are contractual and not a mere recital and this General Release is entered into by the Executive with full and complete knowledge and understanding of its contents and its implications.

      IN WITNESS WHEREOF, this General Release has been given as of                     -     , 2005

By: 

Name: 

Title: 

EXHIBIT C

Form of Notice of Termination of Escrow

[Date]

U.S. Bank, N.A.

1555 North RiverCenter Drive

Suite 301

Milwaukee, Wisconsin 53212

Attention: Steven F. Posto

Facsimile: (414) 905-5049

Re:  Change of Control Bonus Escrow Agreement Dated February 14, 2005 (the “Escrow Agreement”); Escrow Account No. [          ].

Sir,

      Pursuant to the above-identified Escrow Agreement, the undersigned hereby submits this Notice of Termination of Escrow (this “Notice”) by and on behalf of MLBAM. In that regard, the undersigned, certifies as follows (except as otherwise noted, all capitalized terms used herein shall have the meanings ascribed to them in Escrow Agreement):

      1. The Merger (as such term is defined in the Merger Agreement) occurred on                     , 2005, which is more than thirty (30) days prior to the date hereof;

      Pursuant to the terms of the Escrow Agreement, please release all amounts currently remaining in escrow, including all Escrow Income thereon, to MLBAM upon receipt of this Notice.

MLB ADVANCED MEDIA, L.P.

By: 

Robert A. Bowman

President and Chief Executive Officer