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USWeb, CKS Group Receive SEC Clearance for Merger

USWeb Corp. and CKS Group Inc. said that the Securities and Exchange Commission has declared effective the joint proxy statement/prospectus required in connection with the pending merger of the two companies.

The companies said they anticipate mailing proxy statements to stockholders and have each scheduled meetings of their stockholders on Dec. 16. Assuming approval by the stockholders, they expect to close the merger immediately thereafter.

The companies also said that until a new name is selected, the combined company will operate under the name "USWeb/CKS."

The name "Reinvent Communications," which had been tentatively selected, will not be used as the name for the combined company. That name was subject to a legal claim, the companies said.

USWeb also said it has filed amended Forms 10-Q for the quarters ended June 30, 1998 and Sept. 30, 1998. After discussions with the SEC, USWeb will reclassify a portion of the value of warrants granted to NBC Multimedia Inc. in connection with a strategic relationship between USWeb and NBC.

As a result of the adjusted valuation, the amended Forms 10-Q reflect an increase in USWeb's net loss for the three and six months ended June 30, 1998 of $3.1 million, and a decrease in USWeb's net loss for the three and nine months ended September 30, 1998, of $7.3 million and $4.2 million, respectively. The amended Forms 10-Q show no effect in any period on net cash flows or on net income (loss) excluding non-cash charges.

USWeb, with the concurrence of its independent accountants, said it believes that its original accounting treatment was in accordance with generally accepted accounting principals, it has accepted the SEC staff's view with respect to these matters.