SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14D-9/A

(Rule 14d-101)

Solicitation/ Recommendation Statement under

Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 1)

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.

     This Amendment No. 1 amends and supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2005, by Tickets.com, Inc. (“Tickets.com” or “Company”) relating to the 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”).

     This Amendment reflects changes in the following locations:

•  The last paragraph in Item 2 has been revised.

•  In Item 3, the fifth, sixth and ninth paragraphs under the heading “Effects of the Offer and the Merger With Respect to Tickets.com’s Executive Officers” have been revised.

•  In Item 4(b)(i), the third, seventh, tenth, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, eighteenth, twenty-third, twenty-fourth and twenty-eighth paragraphs have been revised or added.

•  In Item 4(b)(ii), the first paragraph, the first, second, fourth, ninth and fourteenth bullet points in the second paragraph, and the third paragraph have been revised or added.

•  In Item 4(d), the third paragraph has been revised and several new pages have been added after the third paragraph.

•  In Item 5, the second paragraph has been revised.

•  In Item 8(d), the second, fourth and fifth paragraphs have been revised or added.

•  The numbering of Item 8(e) has been corrected.

•  The title of Item 9 has been updated.

     In addition, the Opinion of Perseus Advisors LLC, included as Annex A/ Exhibit (a)(2)(ii) to this Schedule 14D-9/A, has been modified in the third-from-last paragraph.

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		24
	Item  6.	Interest in Securities of the Subject Company: Securities Transactions		25
	Item  7.	Purposes of the Transaction and Plans or Proposals: Subject Company Negotiations		25
	Item  8.	Additional Information		25
	Item  9.	Material Filed as Exhibits		27
SIGNATURE				29

i

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.

1

      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;

•  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 (“MLB”).

      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

2

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.

      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.

3

      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.

      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, such information could be inaccurate or incomplete and it is possible that Parent or Purchaser has not disclosed events unknown to Tickets.com that would affect the significance or accuracy of such information provided by Purchaser or Parent.

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

4

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.

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

5

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; (e) continuation of payments under a supplemental retirement plan for a period of eighteen (18) months following such termination; (f) 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 (g) 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. As a result of this agreement, should Mr. Bension resign or be terminated following the Merger, he would receive approximately $869,367.

      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. As a result of these agreements, should Messrs. Henry, Thomas or Murphy resign for good reason or be terminated without cause following the Merger, they would receive approximately $232,102, $285,845 or $191,645, respectively. When combined with the potential payment of approximately $869,367 to Mr. Bension described above, these severance payments would total approximately $1,578,959. (These figures are necessarily approximate as of the date of this filing because the cost of COBRA benefits, which are a component of these potential severance payments, is expected to increase shortly by an uncertain amount.)

      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

6

Acquisition Proceeds. If the Offer and Merger are completed, Mr. Bension will receive a bonus of $1,662,839. Messrs. Henry, Murphy and Thomas will each receive a bonus of $399,081. In addition, under similar agreements, three other executives will receive bonuses aggregating $615,251. The foregoing seven bonuses total $3,475,334. 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 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

7

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).

      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

8

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 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 Lokey”) 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 Lokey 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

9

(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 Lokey’s oral opinion was confirmed in an opinion letter dated February 14, 2005 (the “Houlihan Lokey 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 Lokey 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 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, as none of the parties submitted an offer or offer proposal.

      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.

10

      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. One of these three parties was MLBAM. The second of these three parties eventually submitted a $65 million acquisition proposal, as discussed more fully below. The third of these parties did not put forth an acquisition proposal due to the Company’s non-compliance with SEC filing requirements and the inherent risk and deal structuring issues associated with this non-compliance.

      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 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.

      The Company received a letter from MLBAM on August 20, 2004, indicating a proposed two-step transaction. In the first step, an aggregate cash purchase price of $25 million would be paid for the capital stock of the Company held by the GAP Entities. In the second step, MLBAM would acquire the remaining capital stock of the Company for an aggregate purchase price of either (i) $30 million in MLBAM’s common stock if an initial public offering of MLBAM’s common stock were completed on or before June 30, 2005, or (ii) $40 million in cash if an initial public offering of MLBAM’s common stock was not completed on or before June 30, 2005.

      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 3, 2004, Mr. Gimple resigned from the Board and the Special Committee for health reasons. Thereafter, Mr. Sym-Smith, as the sole remaining member of the Special Committee, engaged Bryan Cave LLP (“Bryan Cave”) to act as legal counsel to the Special Committee.

      Upon further negotiation, the Company received from MLBAM a subsequent preliminary indication of interest on September 3, 2004, indicating an aggregate cash purchase price of $72.5 million for the Company, subject to adjustment for changes in the Company’s balance sheet, cash flow and general health of the business from June 30, 2004, to the closing date of the acquisition. The September 3, 2004, preliminary indication of interest no longer contemplated a two-step transaction. Upon further negotiation, on September 4, 2004, the Company received another preliminary indication of interest from MLBAM indicating an aggregate cash purchase price of $72.5 million, not subject to adjustment.

      On September 7, 2004 the Board met and concluded that the stockholders would be best served by a Special Committee of more than one director and the Board authorized management to recruit additional directors to serve on the Special Committee. The Board also discussed the MLBAM proposal to purchase all of the outstanding capital stock of Tickets.com for an aggregate purchase price of $72.5 million conditioned upon, among other things, the delivery by Tickets.com of audited financial statements for the year ended December 31, 2003. MLBAM’s proposal called for a 28-day period of exclusive negotiations with the Company. The Board received a report on discussions that had occurred with another potential bidder that had not yet resulted in an offer. It was the unanimous sense of the Board that granting a 28-day exclusivity period to MLBAM to facilitate ongoing negotiations with MLBAM was not adverse to the Company’s interests. As

11

the sole member of the Special Committee, Mr. Sym-Smith authorized management to negotiate and execute a letter of interest granting MLBAM a 28-day exclusivity period.

      On September 9, 2004, both the Company and MLBAM signed the preliminary indication of interest that included an aggregate cash purchase price of $72.5 million and entered into a period of exclusivity for 28 days.

      Subsequent to the Company entering into the exclusivity period with MLBAM, a second party put forth a non-binding preliminary indication of interest dated September 13, 2004, 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. This proposal was considered inferior to MLBAM’s offer because MLBAM’s offer was $7.5 million higher and MLBAM’s offer was not subject to a financing contingency. Shortly after this offer was received, the second party was informed by Perseus that its offer was considered inferior to another party’s offer. The second party did not raise or modify its offer.

      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 5, 2004, Jack Henry and Grant Lyon joined the Board of Directors and the Special Committee.

      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.

      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 Lokey to provide an independent analysis of any business combination transaction involving Tickets.com, subject to negotiation and a written engagement agreement with Houlihan Lokey. On November 23, 2004, an engagement letter was executed with Houlihan Lokey.

      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 the feasibility of raising third-party financing as an alternative to selling the Company. In this meeting, the Special Committee concluded: (i) based on preliminary feedback from Perseus, it was unlikely that Tickets.com would be able to raise sufficient financing in a timely manner due to the Company’s recent performance and lack of audited financial

12

results; and (ii) given the perceived difficulty of obtaining financing, a sale of the Company was in the best interests of stockholders. At the conclusion of this meeting, the Special Committee instructed Bryan Cave and Perseus to continue negotiations with MLBAM and instructed Perseus to analyze more fully the feasibility and likely impact on stockholders of a third party financing solution and report thereon at a future meeting.

      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, in particular the possibility of third party financing. During the meeting, representatives of Perseus reported that Tickets.com’s current ability to obtain third party financing was highly unlikely 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 likely to be 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. At this point in its deliberations the Special Committee focused its efforts on negotiation of the MLBAM transaction while preserving its legal rights to consider a superior proposal if one was submitted.

      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 Lokey, met to discuss the potential transaction with MLBAM. During this meeting, both Perseus and Houlihan Lokey 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 Lokey and Perseus. At the meeting, the Special Committee reviewed the status of the acquisition discussions with Parent and Purchaser. During the meeting, Houlihan Lokey 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 Lokey’s oral opinion was confirmed in an opinion letter dated February 14, 2005. The Perseus Opinion and Houlihan Lokey Opinion are described in more detail in subpart (d), below.

      The Perseus Opinion and the Houlihan Lokey 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. The summary of the Perseus Opinion and Houlihan Lokey 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.

      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.

13

      (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. With respect to the latter, the Special Committee noted that the liquidation preferences contractually owed by Tickets.com to the holders of the Series F Preferred Stock and the Series G Preferred Stock totaled $69,509,298 as of February 8, 2005, which would represent approximately 99.3%, or all but $479,605, of the proposed aggregate transaction value of $69,988,903 in connection with the Offer and Merger. As negotiated, however, the Offer and Merger would provide $10,780,976 to the common stockholders, or approximately 15.4% of the proposed aggregate transaction value.

      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, in particular its lack of liquidity and financial resources and its unlikely ability to obtain third-party financing, and the corresponding possibility that the public stockholders could lose their entire interest in the Company if the Company was not sold and was unable to obtain third-party financing;

•  Tickets.com’s 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 belief that if the Company did not combine with MLBAM, MLBAM would develop or acquire a ticketing system of its own to replace the services of the Company and would not renew its business with the Company as that business came up for renewal in 2008. The Special Committee noted that the Company’s existing online ticketing services agreement with MLBAM accounted for approximately 18 percent of the Company’s revenue during 2004 and the Company also did substantial ticketing service business for non-Internet sales for a number of MLB clubs. The Special Committee concluded that the Company would be seriously harmed if it lost access to the inventory of tickets provided by MLBAM and the MLB clubs. The Special Committee considered, in connection with the foregoing, the likelihood that other potential acquirers would deem it risky to acquire the Company because MLBAM and the MLB clubs could potentially terminate their relationships with the Company, and such potential acquirers would therefore decline to attempt to acquire the Company or would only be willing to acquire the Company at a value lower than that offered by MLBAM.

•  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 less favorable than the offer by MLBAM in that it was for only $65 million and was contingent upon the uncertain ability of the potential acquiror to raise the necessary capital for the acquisition;

•  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

14

	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 Lokey 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 4,143,011 Shares have agreed to tender their Shares in the Offer, thereby significantly increasing the likelihood of satisfying the 90% Minimum Condition;
•	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;
•	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.

      In addition, the Special Committee considered the following factors as generally weighing against its decision to recommend the Merger Agreement:

•  the fact that 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; and

•  the fact that following consummation of the Merger, Tickets.com stockholders would no longer be able to participate in any financial returns generated by the Company as a subsidiary of MLBAM.

      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

15

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.

      (d) Fairness Opinions

      As noted in subpart (a) of this Item 4, above, at the February 4, 2005, meeting of the Special Committee, both Perseus and Houlihan Lokey reviewed with the Special Committee their financial analyses of the consideration payable in the transaction. Following the meeting, Houlihan Lokey 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 Lokey 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 Lokey 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 Lokey 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. The summary and discussion of the Perseus Opinion and Houlihan Lokey Opinion set forth in this Schedule 14D-9 are qualified in their 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 for a description of the procedures followed, factors considered and assumptions made by Perseus and Houlihan Lokey.

16

      (d)(i) Discussion of Perseus Opinion

      In connection with rendering its opinion, Perseus, among other things:

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

•  reviewed audited financial statements for fiscal year 2003 (which were the only recent audited financial statements available for Tickets.com and were unpublished as of the rendering of the opinion), including the report of the Company’s independent registered accounting firm, and other unaudited business and financial information of Tickets.com, including, but not limited to, unaudited monthly income statements for the fiscal year 2004, the unaudited balance sheet as of December 2004, and unaudited quarterly results for the fiscal year 2002, prepared and provided by management of Tickets.com;

•  reviewed a draft of the Form 8-K under which management planned to file the audited financial statements for fiscal year 2003;

•  reviewed certain financial projections relating to Tickets.com prepared and provided by management of Tickets.com;

•  discussed the past and current operations and financial condition and the prospects of Tickets.com with senior executives of Tickets.com, including, but not limited to, the effect on the future revenue and profitability of Tickets.com should the transaction not occur;

•  reviewed and discussed with the senior management of Tickets.com certain alternatives to the transaction, including, but not limited to, the ability of Tickets.com to raise capital absent the transaction;

•  reviewed and discussed with Tickets.com’s management its view of the strategic rationale for the transaction as well as certain strategic, financial and operational benefits anticipated from the transaction;

•  reviewed the recent reported closing prices and trading activity for Tickets.com’s Common Stock; provided, however, that Tickets.com’s Common Stock is currently de-listed from the NASDAQ Stock Market and trades by appointment on the Pink Sheets. As a result, there is a limited volume in Tickets.com’s 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;

•  compared the financial performance of Tickets.com and the prices and trading activity of Tickets.com’s Common Stock with that of certain other publicly traded companies and their securities that Perseus believed to be generally comparable to Tickets.com;

•  reviewed the financial terms, to the extent publicly available, of certain transactions that Perseus believed to be generally comparable or relevant;

•  participated in discussions and negotiations among representatives of Tickets.com and MLBAM; and

•  performed such other analyses and considered such other factors as Perseus deemed appropriate.

      In its review and analysis and in formulating its opinion, Perseus assumed and relied upon, without independent verification, the accuracy and completeness of the information reviewed by it for purposes of the opinion. With respect to the financial projections relating to Tickets.com prepared and provided to it by the management of Tickets.com, Perseus assumed that the projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of Tickets.com’s management of the future financial conditions, results of operations and business prospects of Tickets.com and that the projections provided a reasonable basis upon which Perseus could form its opinion. Perseus did not make any independent investigation of any legal, accounting or tax matters affecting Tickets.com, and it assumed the correctness of all legal, accounting and tax advice given to Tickets.com and its Board of Directors or any committee thereof, including the Special Committee. Perseus did not conduct a physical inspection of the properties and facilities

17

of Tickets.com, nor did it make or obtain any independent evaluation or appraisal of such properties and facilities or Tickets.com’s assets or liabilities. Specifically, Perseus did not make or obtain an independent evaluation or appraisal of Tickets.com’s intellectual property or intellectual property rights. Perseus also took into account its experience in transactions that it believed to be generally comparable or relevant, as well as its experience in securities valuation in general. Perseus’ opinion is necessarily based on financial, economic, market, political, regulatory and other conditions as they exist and are known to Perseus and have been evaluated by Perseus as of the date of the opinion and Perseus assumed that there had been no material changes to Tickets.com’s assets, financial conditions, results of operations and business prospects since the date of the last financial statements provided to Perseus.

      Perseus assumed, with the consent of the Special Committee, 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 its analysis, the representations and warranties made by the parties thereto are true and correct.

      Perseus expressed no opinion with respect to Tickets.com’s underlying business decision to approve the transaction and did not recommend to Tickets.com, its Board of Directors or any committee thereof, including the Special Committee, 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.com should act in connection with the transaction. The opinion also does not in any manner address the prices at which the shares of Tickets.com’s Common Stock will trade at any time.

      Perseus’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the Offer Price to current holders of Tickets.com’s Common Stock other than General Atlantic Partners and its affiliates and any other holders of preferred stock of the Company and their affiliates. Perseus did not express any views on any other term of the transaction or the Merger Agreement.

      The following paragraphs summarize the material financial analyses performed by Perseus in arriving at its opinion. The summary set forth below does not purport to be a complete description of the financial analysis of Perseus.

Aggregate Value Analysis

      Perseus based its assessment of the aggregate value of Tickets.com on two widely accepted valuation methodologies: the selected comparable company analysis and the selected precedent transaction analysis. For the purposes of Perseus’ analyses, aggregate value represents equity value plus the net debt of the Company; and net debt represents all debt and similar obligations (including liquidation preferences payable to the holders of the Series F Preferred Stock and the Series G Preferred Stock as well as obligations with respect to certain change in control bonus payments), less cash and cash equivalents net of estimated transaction costs and Tickets.com’s estimated decrease in excess cash from operations through the closing of the Transaction.

      Valuation was based primarily on (i) the multiples of revenue implied by these two methodologies and (ii) unaudited historical results provided by management of Tickets.com. Due to Tickets.com’s lack of profitability, Perseus believes that revenue is the most relevant metric on which to base valuation.

      When assessing the aggregate value of Tickets.com, Perseus also took into consideration the following factors that were unique to Tickets.com: (i) audited financial statements of Tickets.com were only available for the 2003 fiscal year and had not yet been publicly filed; (ii) audited financial statements of Tickets.com were not available for the 2002 and 2004 fiscal years; (iii) the financial statements of Tickets.com for the 2001 fiscal year had been determined to require restatement; (iv) Tickets.com had not filed with the SEC any annual report on Form 10-K or any quarterly report on Form 10-Q since September 2002; (v) the costs of compliance with the requirements of the Sarbanes-Oxley Act of 2002 and other public company costs threaten the solvency of Tickets.com; (vi) the ability to finance Tickets.com as a standalone entity is questionable, especially considering Ticket.com’s filing status with the SEC; (vii) the large ownership of Tickets.com by preferred shareholders; (viii) the limited liquidity/ public float of Tickets.com (9.7 million shares of Tickets.com Common Stock were outstanding); (ix) the fact that Tickets.com was delisted from the Nasdaq

18

National Market; and (x) the uncertainty of Tickets.com’s future revenues due to Tickets.com’s potential market share erosion as a result of the entrance of new competitors.

Selected Comparable Company Analysis

      For the selected comparable company analysis, Perseus reviewed and compared certain financial information of Tickets.com to corresponding financial information for eight (8) publicly traded companies in the internet software and services and software market: Datalink Corporation, Descartes Systems Group, Digital Impact, Inc., GoRemote Internet Communications, Net2Phone, Inc., Nuance Communications, Plumtree Software, Inc. and Saba Software, Inc. Perseus selected these eight (8) companies because each company operates in a similar industry, each company had $25 million to $100 million in revenue in the last twelve months and each company had been unprofitable in the last twelve months.

      Perseus also reviewed and compared certain financial information of Tickets.com to corresponding financial information for two (2) publicly traded companies in the e-commerce market: Hollywood Media Corp. and RedEnvelope, Inc. Perseus selected these two (2) companies because each company operates in a similar industry, each company had $25 million to $100 million in revenue in the last twelve months, and each company had been unprofitable in the last twelve months.

      Finally, Perseus reviewed and compared certain financial information of Tickets.com to corresponding financial information for four (4) publicly traded companies in the internet software and services market: Digital Lifestyles Group Inc., eAutoclaims.com, Inc., Scan-Optics Inc. and Teltronics, Inc. Perseus selected these four (4) companies because each company operates in a similar industry, each company had $25 million to $100 million in revenue in the last twelve months, each company was trading over-the-counter or on the Pink Sheets, and each company had been unprofitable in the last twelve months.

      Such financial information was used to calculate the aggregate value of Tickets.com as a multiple of revenue in the last twelve months. This analysis resulted in a range of 0.50x to 1.00x as a multiple of revenue, implying an aggregate value of Tickets.com ranging from $33.6 million to $67.3 million.

Selected Precedent Transaction Analysis

      For its selected precedent transaction analysis, Perseus reviewed the following 14 recent Internet software and services, software and e-commerce transactions announced between February 3, 2003 and February 3, 2005 (acquiror/ target): JPMorgan Chase & Co./Vastera; Selectica, Inc./I-Many; Fair Isaac/ Braun Consulting; Cisco/ NetSolve; Viacom/ Sportsline; Comvest Partners/ Catalyst International; Fidelity National Financial/ Sanchez Computer Association; Symantec/On Technology; Plato Learning/ Lightspan; Take-Two Interactive Software/TDK Mediactive; Interwove/ iManage; Battery Ventures VI, LP/Made2Manage Systems; Kinkos/ ImageX; and Reuters Group/ Multex.com. Perseus selected these transactions because each target company operated in a similar industry, each target company had $25 million to $100 million in revenue in the last twelve months prior to the transaction and each target company had negative net income in the last twelve months prior to the transaction.

      For each of the selected precedent transactions, Perseus calculated the aggregate value of the transaction as a multiple of the target’s revenue in the last twelve months prior to the transaction. Such analysis resulted in a range of 0.70x to 1.30x as a multiple of revenue, implying an aggregate value of Tickets.com ranging from $47.1 million to $87.5 million.

      The overall mean range for the aggregate value of Tickets.com based on the selected comparable company analysis and the selected precedent transaction analysis was $40.4 million to $77.4 million.

19

Equity Value Analysis

      In performing the equity value analysis, Perseus took into consideration the liquidation preferences payable to the holders of the Series F Preferred Stock and the Series G Preferred Stock as well as obligations with respect to certain change in control bonus payments, including:

•  $17.854 million in liquidation preferences payable to Series F preferred stockholders (assuming dividend accretion through February 8, 2005);

•  $51.655 million in liquidation preferences payable to Series G preferred stockholders (assuming dividend accretion through February 8, 2005); and

•  5.225% of the Acquisition Proceeds that would be payable to management of Tickets.com pursuant to certain change in control bonus agreements.

      Based on the mean range of values implied by Perseus’ aggregate value analysis, adjusted for net debt (as described herein and including the consideration to be paid to the holders of the Series F and Series G Preferred Stock and the amounts to be paid to management under certain change in control bonus payments), the implied equity value ranged from ($31.2) million to $3.8 million. Perseus noted that the equity consideration payable to current holders of Tickets.com Shares pursuant to the proposed terms of the Offer and Merger is $10.781 million.

Certain General Matters

      No company or transaction used in the foregoing analyses is identical to Tickets.com or the Merger. In addition, the foregoing analyses are based and are heavily dependent upon, among other factors, assumptions as to future performance and other factors and are, therefore, subject to the limitations described in Perseus’ opinion. Accordingly, an analysis of the results of the foregoing is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the acquisition value or the public trading value of the companies.

      A fairness analysis is a complex process and is not necessarily susceptible to a partial analysis or summary description. Perseus believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying the analyses performed in reaching its opinion. In addition, Perseus considered the results of all such analyses and did not assign relative weights to any of the analyses, so that the ranges of valuations resulting from any particular analysis described above should not be taken to be Perseus’ view of Tickets.com’s actual value.

      In performing its analyses, Perseus made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Perseus. The analyses performed by Perseus are not necessarily indicative of actual values, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely in connection with the preparation of Perseus’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold.

      Pursuant to an engagement letter, dated June 23, 2004, Tickets.com engaged Perseus to provide financial advisory services in connection with the Merger, including, among other things, rendering its opinion. Pursuant to the terms of the engagement letter, Perseus will receive a customary fee for its services, a significant portion of which is contingent upon the consummation of the Merger. Perseus also will receive a fee for rendering its opinion. These fees are described in more detail in Item 5, “Persons Retained, Employed or Compensated”, below. In addition, Tickets.com agreed to reimburse Perseus for its out-of-pocket expenses, including attorney’s fees, incurred in connection with its engagement and to indemnify Perseus and certain related persons against certain liabilities and expenses arising out of or in conjunction with its rendering of services under its engagement, including liabilities under the federal securities laws.

20

      The Special Committee selected Perseus based upon its experience and expertise as an investment banking and advisory firm. Perseus, as part of its investment banking business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Perseus has had no other investment banking relationship with Tickets.com or MLBAM during the past two years.

      (d)(ii) Discussion of Houlihan Lokey Opinion

      Houlihan Lokey’s opinion to the Special Committee addresses only fairness from a financial point of view of the consideration to be received in connection with the proposed transactions by the holders of the Preferred Stock and holders of the Shares, other than the GAP Entities, and does not constitute a recommendation to any stockholder to tender their shares or as to how any person should vote with respect to the transactions. Houlihan Lokey has not been requested and does not intend to update, revise or reaffirm its fairness opinion in connection with the transactions unless requested to do so by Tickets.com or the Special Committee. Events that could affect the fairness of the consideration, from a financial point of view, include adverse changes in industry performance or market conditions and changes to the business, financial condition and results of operations of Tickets.com. Houlihan Lokey’s opinion also does not address Tickets.com’s underlying business decision to effect the transaction contemplated hereby.

      In connection with Houlihan Lokey’s fairness opinion, Houlihan Lokey made the following reviews, analyses and inquiries, among others things:

1.	met with certain members of the senior management of Tickets.com to discuss the operations, financial condition, future prospects and projected operations and performance of Tickets.com, and spoke with representatives of Tickets.com’s investment bankers and counsel to discuss certain matters;
2.	reviewed Tickets.com’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 Tickets.com’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 Tickets.com-prepared income statement for the fiscal year ended December 31, 2004;
5.	reviewed a Tickets.com-prepared balance sheet for the period ended December 31, 2004, and a Tickets.com-provided estimate of the current cash balance of Tickets.com as of February 3, 2005;
6.	reviewed the February 10, 2005 draft of Schedule 4.04 (b) “Schedule of Performance Metrics” provided by Tickets.com management;
7.	reviewed base-case forecasts and projections prepared by Tickets.com’s management with respect to Tickets.com for the two fiscal years ending December 31, 2005 through December 31, 2006;
8.	reviewed Tickets.com 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 dated February 2, 2005;

10.	reviewed Tickets.com prepared materials in connection with the 2004 third quarter Board of Directors meeting dated October 28, 2004;
11.	reviewed copies of various material agreements (for a list of the material agreements reviewed see the Opinion attached hereto as Exhibit (a)(2)(iii);
12.	reviewed the historical market prices and trading volume for Tickets.com’s publicly traded securities;

21

13.	reviewed certain other publicly available financial data for certain companies deemed comparable to Tickets.com; and
14.	conducted such other studies, analyses and inquiries as deemed appropriate.

      Houlihan Lokey’s opinion is based on the business, economic, market and other conditions as they existed as of February 14, 2005 and on the financial forecasts and projections provided to Houlihan Lokey as of that date. In rendering its opinion, Houlihan Lokey also relied upon and assumed, without independent verification, that the historical and projected financial information provided to Houlihan Lokey by Tickets.com was reasonably and accurately prepared based upon the best current available estimates of the financial results and condition of Tickets.com. Houlihan Lokey did not independently verify the accuracy or completeness of the information supplied to it with respect to Tickets.com and does not assume responsibility for it. Except as set forth above, Houlihan Lokey did not make any independent appraisal of the specific properties or assets of Tickets.com.

      Houlihan Lokey’s analyses included an analysis of Tickets.com’s stock price as determined by the public market and an estimated valuation, as of the date of its opinion, of the enterprise value (“EV”) and equity value of Tickets.com utilizing (i) a market multiple methodology and (ii) a discounted cash flow methodology.

      Houlihan Lokey performed the following analyses in order to determine the current common equity value of Tickets.com:

      Public Market Pricing. Houlihan Lokey reviewed the historical market prices and trading volumes for Tickets.com’s publicly held common stock. Houlihan Lokey analyzed Tickets.com’s closing stock price of $0.70 per share as of January 31, 2005. In addition, Houlihan Lokey reviewed Tickets.com’s closing stock price on a 30-day and 90-day average basis as of January 31, 2005 of $0.76 and $0.71 per share, respectively. Houlihan Lokey also considered Tickets.com’s 52 week high, 52 week low, and the average closing price over the 52 weeks prior to January 31, 2005, with such pricing ranging from $0.20 to $1.15 per share. Finally, Houlihan Lokey considered certain additional public pricing factors including (i) the inability of Tickets.com to file financial statements with the SEC since September 30, 2002, (ii) the lack of coverage by financial analysts, (iii) the limited trading volume and liquidity in Tickets.com’s Shares, (iv) the limited institutional ownership, and (v) the significant dilution that would be associated with the conversion of Tickets.com’s Preferred Stock. Accordingly, Houlihan Lokey concluded that Tickets.com’s public market price may not be indicative of its fair market value.

      Market Multiple Methodology. Houlihan Lokey reviewed certain financial information of publicly traded comparable companies. Houlihan Lokey deemed the selected companies to be reasonably comparable to Tickets.com based primarily on the business in which these companies engage and types of services offered. Due to Tickets.com’s unique position in the market, the search criteria for comparable companies was broadened to include companies with a variety of operational or market overlap similarities to that of Tickets.com including ticketing, enterprise software and travel reservation services. Applying these criteria to the universe of potentially similar companies resulted in seven comparable companies. This group of companies includes Hollywood Media Corp., Iac/Ineractivecorp, Priceline.com Inc., Sabre Holdings Corp., Pegasus Solutions Inc., Micros Systems Inc. and Radiant Systems Inc.

      Houlihan Lokey calculated certain financial ratios of the comparable companies based on the most recent publicly available information, including, the multiples of:

      (i) EV to latest twelve months (“LTM”) and next fiscal year (“NFY”) revenue, and

      (ii) EV to latest twelve months (“LTM”) and next fiscal year (“NFY”) earnings before interest, taxes, depreciation and amortization (“EBITDA”).

22

      The analysis showed that the multiples exhibited by the comparable companies as of approximately January 31, 2005, were as follows:

		EV/EBITDA		EV/Revenue		EV/EBITDA		EV/Revenue
		(LTM)		(LTM)		(NFY)		(NFY)
Comparable Companies
	Low		7.0x		1.35x		6.0x		1.24x
	High		29.4x		2.93x		42.0x		2.65x
	Median		8.6x		1.54x		9.4x		1.62x
	Mean		13.1x		1.79x		15.2x		1.70x

      Houlihan Lokey also reviewed comparable transactions from a study based on announced and completed, controlling interest acquisitions between $20 million and $3 billion. These transactions had announcement dates between January 1, 2000 and December 13, 2004 and had publicly-disclosed information from which purchase price multiples could be derived. Target companies were required to have SIC codes of 7375 (information retrieval service), 7999 (amusement and recreation) or 4729 (passenger transport arrangement). The SIC codes were targeted due to the subset of companies within these categories that compete in similar markets to Tickets.com, for example online travel ticketing. Although considered, a transaction approach was not heavily relied upon in the valuation of Tickets.com due to the lack of comparable recent transactions with meaningful data, other than the Ticketmaster transaction discussed below.

      Houlihan Lokey reviewed the multiples exhibited in the acquisition of Ticketmaster by IAC/Interactive as Ticketmaster is the primary competitor of Tickets.com, albeit much larger, with significantly greater market share. Houlihan Lokey’s analysis showed that the multiples exhibited in the change of control transaction were as follows: (i) an EV to LTM revenue multiple of 2.7x and (ii) an EV to LTM EBITDA exhibited multiple of 18.6x.

      Based upon these multiples, Houlihan Lokey derived indications of the EV of Tickets.com by applying revenue and EBITDA multiples to Tickets.com’s revenue and EBITDA.

      Houlihan Lokey’s selection of market multiples for Tickets.com was based upon a comparative analysis of the comparable companies and Tickets.com that generally focused on qualitative considerations as well as quantitative considerations such as size, profitability, growth history and expectations. No one factor was determinative in the analysis.

      Discounted Cash Flow Methodology. Houlihan Lokey’s discounted cash flow approach was based upon certain financial projections provided by Tickets.com’s management in the Corporate Overview dated September 13, 2004 with respect to fiscal years 2005 through 2007. The financial projections provided in the Corporate Overview are based on Tickets.com receiving a significant infusion of capital and assumes Tickets.com’s ability to raise $30 million to $50 million in the short term.

      Houlihan Lokey determined Ticket.com’s EV by first deriving adjusted free cash flow (by adjusting for capital expenditures as well as working capital requirements) and discounting free cash flow to the present. Houlihan Lokey applied risk-adjusted discount rates ranging from 25.0 percent to 29.0 percent to the projected adjusted free cash flow. To determine the value of Tickets.com at the end of the projection period, Houlihan Lokey applied a multiple of EBITDA in the terminal year.

      The multiple of EBITDA approach to determining a terminal value involves calculating the EBITDA for the last year of the projection period and multiplying by a selected multiple of EV/EBITDA. This terminal value is discounted to the present. Houlihan Lokey utilized EBITDA multiples ranging from 7.0x to 9.0x in determining the terminal value. The selected multiple range was based on a review of the publicly traded comparable companies and the growth expectations over the projection period.

23

      Determination of Equity Value. As set forth above, Houlihan Lokey determined the EV of the operations of Tickets.com based on (i) the market multiple approach and (ii) the discounted cash flow approach. These valuation indications are summarized as follows:

Methodology	Low Indication of EV		High Indication of EV
Market Multiple Approach	$	60.00 million	$	68.75 million
Discounted Cash Flow Approach	$	50.20 million	$	65.50 million

      Based upon the aforementioned analyses, Houlihan Lokey selected a range of Tickets.com’s EV of $55.100 million to $67.125 million.

      Houlihan Lokey then made certain adjustments to the range of selected EV to determine Tickets.com’s common equity value. Such adjustments included adding Tickets.com’s current holdings of cash and cash equivalents ($1.7 million as of February 3, 2005) and deducting the full liquidation preference of the Series F Preferred Stock and the Series G Preferred Stock as of February 8, 2005. As part of its fairness analysis, Houlihan Lokey reviewed the rights and privileges of the Series F and Series G Preferred Stock as described in their respective certificates of designation. In arriving at an equity value for Tickets.com as part of a fundamental valuation, Houlihan Lokey considered the full liquidation preference to be received by the holders of the Series F and Series G Preferred Stock and deducted such liquidation preference from the selected range of EV. These adjustments resulted in an equity value that is considered to be negligible. However, Houlihan Lokey noted that in connection with the proposed transaction certain holders of Series F Preferred Stock have agreed to waive certain rights and privileges described in the certificate of designation.

Item 5. Persons Retained, Employed or Compensated

      Perseus and Houlihan Lokey were engaged to provide financial advisory services in connection with the Merger Agreement, the Offer and the Merger. Perseus and Houlihan Lokey 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 Lokey 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 fairness 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, and a $250,000 opinion fee. Pursuant to an engagement letter dated as of November 23, 2004, Houlihan Lokey 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 Lokey a fee of $225,000. Houlihan Lokey may be entitled to additional professional fees under the following circumstances: (i) if the Special Committee or Tickets.com requests a bring-down opinion and such opinion is rendered 30 to 60 days after the issuance of the original opinion, then Houlihan Lokey shall be entitled to an additional $25,000, if such bring-down opinion is rendered 60 to 120 days after the issuance of the original opinion, then Houlihan Lokey shall be entitled to an additional $50,000 of professional fees, and (ii) if the bring-down opinion involves a transaction in which the consideration to be received by the holders is to be other than cash or cash equivalents, then Tickets.com and Houlihan Lokey will agree on an additional fee to cover the additional work. No portion of the fee to be received by Houlihan Lokey is contingent upon the consummation of the tender offer or the conclusions set forth in its opinion. On behalf of Tickets.com, the Special Committee also agreed that Tickets.com will reimburse Perseus and Houlihan Lokey 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 Lokey 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 and expenses, including liabilities under the federal securities laws, related to or arising out of their respective engagement and any related transactions.

24

      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.

      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

25

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 waiting period following the required filing of a Pre-merger Notification and Report Form under the HSR Act has expired or otherwise terminated.

      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 under the antitrust laws to scrutinize the legality 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. If it believes a proposed transaction may violate the antitrust laws, the reviewing agency could take such action as deemed necessary at any time before or after the consummation of the Offer, 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. Although Tickets.com believes that neither (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.

      Both parties filed their respective Pre-merger Notification and Report Forms on February 17, 2005. On March 1, 2005, the FTC granted early termination of the HSR waiting period. Accordingly, from an HSR perspective, the parties are free to accept shares for payment, or make payment for shares, pursuant to the Offer.

26

      (e) 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 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).
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).

27

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).*

*  Previously filed as an exhibit to Tickets.com’s Schedule 14D-9 filed with the SEC on February 17, 2005.

28

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)

March 11, 2005

(Date)

29

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).*

*  Previously filed as an exhibit to Tickets.com’s Schedule 14D-9 filed with the SEC on February 17, 2005.