SEC Info - Greenspan Brad D - ‘PREN14A’ for 9/26/05 re: Intermix Media, Inc.

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Greenspan Brad D – ‘PREN14A’ for 9/26/05 re: Intermix Media, Inc.

On: Monday, 9/26/05, at 10:56am ET · For: 9/26/05 · Accession #: 932440-5-485 · File #: 1-32338

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/05  Greenspan Brad D                  PREN14A     9/26/05    1:55K  Intermix Media, Inc.              Kelley Drye & Warren/FA

Preliminary Non-Management Proxy Solicitation Material — Non-Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit Description Pages Size

1: PREN14A Schedule 14A 17 81K

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

INTERMIX MEDIA, INC.

--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

BRAD D. GREENSPAN

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No:

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(3) Filing Party:

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(4) Date Filed:

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PROXY STATEMENT
IN OPPOSITION
TO THE PROPOSED ACQUISITION OF INTERMIX MEDIA, INC.
BY
FOX INTERACTIVE MEDIA, INC.,
A WHOLLY-OWNED SUBSIDIARY OF NEWS CORPORATION

* * * * * *

To Fellow Stockholders of Intermix Media, Inc.:

This proxy statement is being furnished by Brad D. Greenspan to you, a
stockholder of Intermix Media, Inc. ("Intermix"), in connection with the
solicitation of proxies by Mr. Greenspan for use at the Special Meeting of
Stockholders scheduled to be held at Intermix's principal executive offices,
located at 6060 Center Drive, Suite 300, Los Angeles, California 90045, at 9:00
a.m., local time, on September 28, 2005 and at any adjournment(s) or
postponement(s) thereof (the "Special Meeting"). At the Special Meeting, you
will be asked to consider and vote upon: (i) a proposal to adopt the Agreement
and Plan of Merger, dated July 18, 2005, among Intermix, Fox Interactive Media,
Inc. ("Fox Interactive"), Project Ivory Acquisition Corporation, a wholly-owned
subsidiary of Fox Interactive, and, with respect to specified portions thereof,
News Corporation, the parent corporation of Fox Interactive (the "Merger
Agreement"); and (ii) a proposal to approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to adopt the Merger
Agreement. If the merger under the Merger Agreement (the "Merger") is completed,
Intermix will become a wholly-owned subsidiary of Fox Interactive Media.

Pursuant to this proxy statement, Brad D. Greenspan is soliciting
proxies from holders of Intermix common stock and Series A, B, C and C-1
preferred stock to vote such shares at the Special Meeting "AGAINST" or
"ABSTAIN" regarding the proposal to adopt the Merger Agreement and the Merger
and "AGAINST" or "ABSTAIN" regarding the proposal to approve adjournment of the
Special Meeting, as described above.

A proxy may be given by any person or entity who held shares of
Intermix common stock, Series A preferred stock, Series B preferred stock,
Series C preferred stock or Series C-1 preferred stock on August 24, 2005, which
is the record date for the Special Meeting.

This proxy statement is provided by Brad D. Greenspan, not the Intermix
board of directors. You should have previously received a proxy statement from
Intermix that included a proxy card on which you could provide your proxy
concerning the proposal to adopt the Merger Agreement and the Merger and the
proposal to approve adjournment of the Special Meeting discussed above. Whether
or not you plan to attend the Special Meeting, you are urged to mark the boxes
to vote "AGAINST" or "ABSTAIN" regarding each of those two proposals on the
proxy card, sign and date the proxy card and return it in the postage-paid
envelope provided. Your latest-dated proxy is the only one that counts, and a
previously granted proxy can be revoked. If you have already returned a proxy
card in which you granted your proxy "FOR" the two proposals, you can revoke and
change your vote at any time before your proxy card is voted at the Special
Meeting. You can do this in one of three ways:

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o First, you can provide a written notice to Christopher Lipp, the
Intermix corporate secretary, prior to the Special Meeting
(scheduled for September 28, 2005) stating that you would like to
revoke your proxy at:

Christopher Lipp, Corporate Secretary
Intermix Media, Inc.
6060 Center Drive, Suite 300
Los Angeles, California 90045
Facsimile: (310) 258-2757

o Second, you can complete and submit a later-dated proxy card in
writing; or

o Third, if you are a holder of record, you can attend the Special
Meeting and vote in person, which will automatically cancel any
proxy previously given, or you can revoke your proxy in person.
Your attendance at the Special Meeting alone will not revoke any
proxy that you have previously given, you must vote your shares at
the Special Meeting to revoke your proxy.

If you have instructed a broker, bank or other nominee to vote your
shares, you must follow the directions received from your broker, bank or other
nominee to change those instructions.

If you submit a new proxy, please note that it very important that you
mark the boxes on the proxy card to vote "AGAINST" or "ABSTAIN" regarding each
of the two proposals because, if you return the proxy card but do not mark the
boxes relating to the two proposals, your shares will be voted "FOR" such
proposals.

This proxy statement is first being sent or given to Intermix
stockholders on or about September __, 2005.

Brad D. Greenspan

September __, 2005

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BACKGROUND AND REASONS TO VOTE AGAINST
THE PROPOSED ACQUISITION OF INTERMIX MEDIA, INC.
BY FOX INTERACTIVE MEDIA, INC.,
A WHOLLY-OWNED SUBSIDIARY OF NEWS CORPORATION

Brad D. Greenspan was the founder of Intermix and served as Intermix's
Chairman and Chief Executive Officer during the company's primary development
phase, in which it created all of its significant Web properties, including
MySpace, Flowgo and Skilljam. Mr. Greenspan resigned as Chief Executive Officer
of Intermix in October 2003 and resigned from its board of directors in December
2003, after trying to prevent the sale of dilutive preferred stock by Intermix
to a group of venture capital investors lead by VantagePoint Venture Partners.
Mr. Greenspan remains the largest non-insider holder of Intermix voting stock,
holding shares with approximately 11.3% of Intermix's outstanding voting power,
according to the proxy statement filed by Intermix on August 25, 2005.

The following is a summary of the reasons why Mr. Greenspan believes
Intermix stockholders should vote "AGAINST" or "ABSTAIN" regarding the proposed
News Corp. acquisition. Mr. Greenspan urges you to demonstrate your opposition
to the proposed News Corp. acquisition by signing, dating and returning the
proxy card previously supplied to you by Intermix with its proxy statement, as
soon as possible. If you have already returned a proxy card in which you granted
your proxy "FOR" the two proposals, you can revoke and change you vote at any
time before your proxy card is voted at the Special Meeting, in the manner
described on the previous pages of this proxy statement.

MySpace.com is Significantly More Valuable and Attractive Now than Before the
Proposed News Corp. Acquisition was Announced.

Enjoying phenomenal growth, MySpace.com has increased its "Unique
Visitors" run rate by approximately 16% since the proposed News Corp.
acquisition was announced, according to Nielson Netratings (comparing the week
ended August 21, 2005 to the week ended July 10, 2005). Nielson Netratings also
shows MySpace.com's "Page Views" as having increased by approximately 45% in the
same time period - MySpace.com is now #2 on the Internet in this key metric.
Intermix is profitable, as discussed in more detail below, and according to
Neilson Netratings, MySpace.com accounts for 12.4% of all online display ads
shown in the U.S. Mr. Greenspan believes that a stronger MySpace.com should
result in a higher transaction value for Intermix stockholders. If the proposed
News Corp. acquisition is approved, however, Intermix stockholders will not
benefit from any of this increase in value.

With announcement of Google's acquisition of Skype and News Corp.'s
acquisition of IGN, Intermix/MySpace.com is now the most attractive property in
the sector left available for acquisition. Furthermore, News Corp.'s acquisition
of IGN would be significantly less valuable without MySpace.com, since according
to press reports News Corp. plans to promote MySpace to IGN's users. Intermix
management should have capitalized upon this advantageous position, but instead
have proposed a hastily negotiated deal with News Corp. that delivers
insufficient value to Intermix stockholders.

It is important to note that, with about $500 million left to spend on
its widely reported $2 billion Internet business acquisition plan, News Corp.
may be encouraged to properly value Intermix if the proposed acquisition is not
approved. The Merger Agreement provides News Corp. with the opportunity to
increase its offer in response to a competing bid. Unfortunately, the process
that resulted in the proposed News Corp. acquisition indicates that Intermix
management isn't interested in aggressively shopping the company. For this
reason, Intermix stockholders are left to proceed on their own in their pursuit
of fair value for their shares.

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Flawed Sale Process Resulting in Undervalued Transaction

The process by which Intermix agreed to be acquired by News Corp. was
seriously flawed, resulting in a proposed acquisition price which seriously
undervalues Intermix. In particular, Intermix's failure to conduct an auction,
in accordance with customary business practices, in which other companies would
be provided with a meaningful opportunity to evaluate and bid upon Intermix
prevented Intermix from receiving competing bids that could provide significant
additional value to Intermix stockholders. Among these companies, Mr. Greenspan
believes that, if given the time to perform due diligence and formulate its
offer, the company referred to as Company D in the proxy statement filed by
Intermix on August 25, 2005 could have made an offer to acquire Intermix at a
significant premium to the price to be paid by News Corp. in the proposed
acquisition.

News Corp./IGN Acquisition Valuation Indicates Significant Additional Value
Available to Intermix Stockholders

News Corp. recently announced that it has agreed to purchase IGN (an
online video game company) for approximately $650 million, which is over $70
million more than the approximately $580 million proposed to be paid by News
Corp. for Intermix. Comparing some key parameters for Intermix and IGN shows
that Intermix should be valued significantly higher than IGN, highlighting how
much Intermix stockholders' money would be left on the table if the proposed
News Corp. acquisition receives Intermix stockholder approval and is
consummated.

o Revenue - Intermix has almost double the revenue of IGN ($50.82
million for Intermix versus $28.7 million for IGN, in each case
for the six months ended June 30, 2005).

o Net Income - Intermix is profitable, versus IGN's significant
losses (Intermix had positive income of $529,000 while IGN lost
approximately $7.5 million, in each case for the six months ended
June 30, 2005).

o Unique Visitors Per Month - Intermix has over 20% more unique
visitors per month (34 million for Intermix versus 28 million for
IGN, in each case for the month of August 2005).

o Page Views Per Month - with MySpace.com, Intermix is the #2 site
on the Internet with over 10 billion page views per month, ahead
of Yahoo and Google, while IGN generates only a fraction of that
number of page views at 600 million (in each case for the month of
August 2005).

o Brand Value - Intermix owns MySpace.com, which is one of the
strongest brands on the Internet; while IGN is a disparate group
of small gaming content websites with little user brand loyalty.

o Unique Visitor Growth - Largely due to MySpace.com, Intermix's new
user/unique visitor growth is increasing monthly at an incredible
rate, with virtually no advertising or marketing expenditure. In
contrast, IGN has had a minimal visitor growth rate.

The significantly higher price to be paid by News Corp. for IGN (a far
less valuable company by any of the measures listed above), than it proposes to
pay for Intermix can be tied directly to the failure of Intermix management to
conduct an auction for Intermix, in accordance with customary corporate
practice. IGN management initiated a thorough auction process led by Lehman
Brothers, which maximized value for IGN stockholders. In contrast, the proposed
News Corp. acquisition was proposed and signed in less than a week, with no
other bidders involved in the process. According to the proxy statement filed by
Intermix on August 25, 2005, the first meeting between Rupert Murdoch of News
Corp. and Richard Rosenblatt, the Intermix CEO, to discuss the proposed News
Corp. acquisition occurred on July 12, 2005. Five days later, on July 17, 2005,

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News Corp. representatives indicated that they would terminate negotiations to
acquire Intermix if definitive transaction documentation hadn't been agreed upon
prior to the opening of trading on July 18, 2005. Six days after that first
meeting, the Merger Agreement that Intermix management is asking the company's
stockholders to approve was signed, in the early morning hours of July 18, 2005.
It shouldn't be surprising that such a rushed process, with an absence of
competitive bidding, resulted in an inferior offer for a valuable asset like
Intermix.

In an indication of what could be the true value of Intermix, the
fairness opinion obtained by the Intermix board from its investment banker,
Thomas Weisel Partners, placed a value of up to $19.51 per share on Intermix
stock, over 38% more than the $12 per share of Intermix common stock proposed to
be paid in the News Corp. acquisition.

Intermix Management and Board of Directors Conflicts of Interest

Intermix management could have been motivated to quickly conclude the
proposed News Corp. acquisition, rather than conduct an auction for Intermix,
because the News Corp. acquisition will result in significant personal benefits
to them. Under the terms of the News Corp. acquisition, approximately $15
million in payments for accelerated stock options will be made to Intermix
employees, including vesting of all of the stock options held by Richard
Rosenblatt, the Intermix CEO, resulting in payment of over $9.4 million to him.
The non-employee Intermix directors who approved the proposed News Corp.
acquisition will personally receive significant payments, through acceleration
of their Intermix stock options in connection with the acquisition.

Intermix management and board of directors negotiated and obtained from
News Corp. special indemnification rights for losses resulting from lawsuits
relating to the proposed News Corp. acquisition, in addition to the general
indemnification obligations owed to them by Intermix. These special
indemnification rights could prove to be valuable to Intermix management and
directors because they are currently the subject of two class action lawsuits
concerning the proposed News Corp. acquisition - Ron Sheppard v. Richard
Rosenblatt et. al., Case No. BC338945, and John Friedmann v. Intermix Media,
Inc. et. al., Case No. BC339083 - both of which are pending in the California
Superior Court, Los Angeles County. The lawsuits allege that Richard Rosenblatt,
the other members of the Intermix board of directors and the venture funds
affiliated with VantagePoint Venture Partners, which own approximately 21.5% of
Intermix's outstanding voting power, breached their fiduciary duties to the
Intermix stockholders or aided and abetted breaches of fiduciary duties in
approving and recommending the proposed News Corp. acquisition to Intermix
stockholders.

Alternatives Available to Intermix Stockholders

As an alternative to the proposed News Corp. acquisition, on September
23, 2005, Mr. Greenspan, as a representative of Freemyspace LLC, submitted an
offer to Intermix to acquire a significant interest in Intermix (the "New
Transaction"). The New Transaction, which is discussed in more detail in the
Schedule 13D/A filed by Mr. Greenspan on September 23, 2005, envisions
Freemyspace acquiring up to one-half of the outstanding Intermix shares held by
Intermix stockholders other than Freemyspace (and other than Mr. Greenspan) for
$13.50 per share, with the Intermix public stockholders retaining the remainder
of their shares. The New Transaction enables the current stockholders of
Intermix to receive some cash consideration for their shares at a substantially
higher per share price than is being offered by News Corp., while continuing to
participate in the ownership of MySpace.com, Inc. For the New Transaction to be
feasible, either the Special Meeting must be delayed until some point after its
planned September 28, 2005 date or, if it is held on such date, the proposed
News Corp. acquisition must not receive the required stockholder approval at the
Special Meeting. Mr. Greenspan has not yet received a response from Intermix
concerning his offer and Intermix stockholders should keep in mind that the
offer of the New Transaction could be rejected by the Intermix board of
directors.

It is important to note that the purpose of this proxy statement is not
to seek stockholder approval of the New Transaction but, instead, to encourage
Intermix stockholders to vote their shares "AGAINST" or "ABSTAIN" regarding the
proposed News Corp acquisition and thereby provide themselves with sufficient
time to consider the available options.

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CERTAIN INFORMATION REGARDING THE PROPOSED NEWS CORP. ACQUISITION

If the proposed News Corp. acquisition is consummated, holders of
Intermix capital stock that do not exercise their statutory appraisal rights in
connection with the transaction will receive cash consideration, without
interest, for their shares equal to $12.00 for each share of common stock,
$12.00 for each share of Series A preferred stock, $14.60 for each share of
Series B preferred stock, $13.50 for each share of Series C preferred stock and
$14.00 for each share of Series C-1 preferred stock. If the proposed News Corp.
acquisition is consummated, Intermix's existence as a separate company will
cease, it will become a wholly-owned subsidiary of Fox Interactive, Intermix
stockholders will no longer have any interest in the future earnings or growth
of Intermix, and Intermix will no longer be a public company and its common
stock will no longer be listed on the American Stock Exchange. The foregoing
description is not complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which is attached as Annex A to the proxy
statement filed by Intermix on August 25, 2005.

VOTING PROCEDURES

The first step in realizing full value for your Intermix stock is to
vote your shares "AGAINST" or "ABSTAIN" regarding the proposed News Corp.
acquisition. This section of the proxy statement discusses the procedure
involved in voting your shares.

How do I vote by proxy if I am a record holder?

You can do this by:

o marking the proxy card included with the proxy statement
previously supplied to you by Intermix to indicate your vote
"AGAINST" or "ABSTAIN" regarding the proposal to approve the
Merger Agreement and the Merger and "AGAINST" or "ABSTAIN"
regarding the proposal to approve the adjournment of the Special
Meeting to solicit additional proxies if there are insufficient
votes at the time of the Special Meeting to adopt the Merger
Agreement;

o signing that proxy card;

o dating that proxy card; and

o returning that proxy card in the enclosed envelope (no postage
necessary), as soon as possible.

Your latest-dated proxy is the only one that counts, so if you have
already returned a proxy card in which you granted your proxy "FOR" the two
proposals, that proxy will be automatically revoked as long as you complete and
return another proxy card, dated after the date of your initial proxy, in which
you vote "AGAINST" or "ABSTAIN" regarding the two proposals. Please note that it
very important that you mark the boxes on the proxy card to vote "AGAINST" or
"ABSTAIN" regarding each of the two proposals because, if you return the proxy
card but do not mark the boxes relating to the two proposals, your shares will
be voted "FOR" such proposals. It is very important that you date your proxy. It
is not necessary to contact Intermix for your revocation to be effective.

What if I want to revoke my proxy or change my voting instructions?

If you give a proxy or have previously given a proxy, you may revoke it
at any time before it is voted on your behalf at the Special Meeting. You may do
so by:

o First, you can provide a written notice to Christopher Lipp, the
Intermix corporate secretary prior to the Special Meeting
(scheduled for September 28, 2005) stating that you would like to
revoke your proxy at:

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Christopher Lipp, Corporate Secretary
Intermix Media, Inc.
6060 Center Drive, Suite 300
Los Angeles, California 90045
Facsimile: (310) 258-2757

o Second, you can complete and submit a later-dated proxy card in
writing; or

Third, if you are a holder of record, you can attend the Special
Meeting and vote in person, which will automatically cancel any
proxy previously given, or you may revoke your proxy in person.
Your attendance at the Special Meeting alone will not revoke any
proxy that you have previously given, you must vote your shares at
the Special Meeting to revoke your proxy.

If you hold your shares in street name, you may change your vote by:

o submitting new voting instructions to your broker, bank or other
nominee; or

o attending the Special Meeting and voting in person, provided you
have obtained a signed proxy from the record holder giving you the
right to vote your shares.

How do I vote in person if I am a record holder?

If you are a stockholder of record of shares of Intermix stock on the
record date, August 24, 2005, you may attend the Special Meeting and vote in
person.

What if I am not the record holder of my shares?

If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only that entity can give a proxy with respect to your
shares. You may have received a proxy card from the entity that is the record
holder of your shares (which you can complete and send directly to Christopher
Lipp, the Intermix Corporate Secretary, at the address listed above) or an
instruction card (which you can complete and return to the record holder of your
shares, to direct its voting of such shares). If the record holder of your
shares has not sent you either a proxy card or an instruction card, you may
contact the record holder directly to provide it with instructions concerning
voting of your shares.

You may receive more than one set of voting materials, including
multiple copies of this proxy statement and the proxy statement previously
supplied by Intermix and multiple proxy cards or voting instruction cards. For
example, if you hold shares in more than one brokerage account, you may receive
a separate voting instruction card for each brokerage account in which shares
are held. You should complete, sign, date and return each proxy card and voting
instruction card you receive, as soon as possible.

If you do not have record ownership of your shares and want to vote in
person at the Special Meeting or if you are voting for someone else at the
Special Meeting, you may obtain a document called a "legal proxy" from the
record holder of the shares or such other person and bring it to the Special
Meeting.

If I plan to attend the Special Meeting, should I still submit a proxy?

Whether you plan to attend the Special Meeting or not, we urge you to
submit a proxy card with the boxes for each of the proposals marked "AGAINST" or
"ABSTAIN". Returning the proxy card included with the proxy statement previously
supplied to you by Intermix will not affect your right to attend the Special
Meeting and vote.

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Who can vote?

You are eligible to vote or to execute a proxy only if you owned
Intermix common stock, Series A preferred stock, Series B preferred stock,
Series C preferred stock or Series C-1 preferred stock at the close of business
on August 24, 2005, the record date for the Special Meeting. Even if you sell
your shares after the record date, you will retain the right to execute a proxy
in connection with the Special Meeting. It is important that you grant a proxy
regarding shares you held on the record date, or vote those shares in person,
even if you no longer own those shares. Based upon the proxy statement filed by
Intermix on August 25, 2005, there were issued and outstanding on the record
date for the Special Meeting approximately 44,112,135 shares of Intermix common
stock, 176,500 shares of Intermix Series A preferred stock, 1,750,000 shares of
Intermix Series B preferred stock, 3,786,575 shares of Intermix Series C
preferred stock and 1,325,000 shares of Intermix Series C-1 preferred stock.

How many votes do I have?

With respect to each matter to be considered at the Special Meeting,
for each share of Intermix common stock, Series B, Series C and Series C-1
preferred stock that you owned on the record date, you are entitled to cast one
vote on each matter voted upon at the Special Meeting, provided that the holders
of Series C preferred stock have previously agreed to vote only 78.947% of their
shares of Series C preferred stock in all matters presented to Intermix
stockholders, unless Intermix and the Series C preferred stockholders agree to
waive the voting restrictions prior to the Special Meeting. For each share of
Intermix Series A preferred stock that you own on the record date, you are
entitled to cast 1.382 votes on each matter voted upon at the Special Meeting.

How will my shares be voted?

If you give a proxy on the proxy card included with the proxy statement
previously supplied to you by Intermix and mark the boxes concerning the two
proposals - approval of the News Corp. Merger Agreement and Merger and
postponement or adjournment of the Special Meeting to enable Intermix to solicit
additional proxies in favor of the News Corp. Merger Agreement and Merger - your
shares will be voted as you direct. If you submit a signed proxy card and do not
mark the boxes concerning such proposals, your shares will be voted "FOR" the
such proposals. If Intermix stockholders holding shares of Intermix stock in
street name do not provide voting instructions, their shares will not be voted
and will therefore be considered "broker non-votes." Unless a proxy specifies
otherwise, it will be presumed to relate to all Intermix shares held of record
on the record date by the person or entity that submitted it.

What is a quorum and why is it necessary?

A quorum of stockholders is necessary to have a valid meeting of
Intermix stockholders. The required quorum for the transaction of business at
the Special Meeting is the presence, either in person or represented by proxy,
of the holders of a majority of the voting power of Intermix outstanding common
and preferred stock, voting together as a single class on a converted basis with
respect to each share of preferred stock. Abstentions and "broker non-votes"
count as present for establishing a quorum.

What vote is required to approve the proposed News Corp. acquisition?

The following description has been taken from the proxy statement filed
by Intermix on August 25, 2005.

Adoption of the merger agreement requires the affirmative vote of the
holders of a majority of the voting power of the outstanding shares of
our common stock and preferred stock, voting together as a single class
on an as converted basis with respect to each share of preferred stock.
Approval of the proposal to adjourn the special meeting for the purpose
of soliciting additional proxies, if necessary, requires a majority of
the votes cast on the proposal, with our common stock and preferred
stock voting together as a single class on an as converted basis with
respect to each share of preferred stock.

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Can the Special Meeting be adjourned or postponed?

If the proposal included in the proxy statement filed by Intermix on
August 25, 2005 to adjourn the Special Meeting to solicit additional proxies, if
necessary, is approved, the Special Meeting may be adjourned for the purpose of
soliciting additional proxies to approve the proposal to adopt the News Corp.
acquisition. Other than for the purposes of adjournment to solicit additional
proxies, whether or not a quorum exists, holders of a majority of the
outstanding voting power of Intermix common stock and preferred stock, voting
together as a single class on an as converted basis with respect to each share
of Intermix preferred stock, present in person or represented by proxy at the
Special Meeting and entitled to vote at the Special Meeting may adjourn the
Special Meeting. Any signed proxy cards received by Intermix in which no voting
instructions are provided on such matter will be voted in favor of an
adjournment in these circumstances.

APPRAISAL RIGHTS

Under Delaware law, stockholders who do not wish to accept the
consideration payable for their shares of Intermix common stock or preferred
stock, as applicable, pursuant to the proposed News Corp. acquisition may seek,
under Section 262 of the General Corporation Law of the State of Delaware,
judicial appraisal of the fair value of their shares by the Delaware Court of
Chancery. This value could be more than, less than or equal to the applicable
merger consideration for such shares in connection with the proposed News Corp
acquisition. This right to appraisal is subject to a number of restrictions and
technical requirements. Generally, in order to properly demand appraisal, among
other things:

o you must not vote in favor of the proposal to adopt the News Corp.
Merger Agreement and Merger;

o you must deliver a written demand to Intermix for appraisal in
compliance with the General Corporation Law of the State of
Delaware before the vote on the proposal to adopt the News Corp.
Merger Agreement and Merger occurs at the Special Meeting; and

o you must hold your shares of record continuously from the time of
making a written demand for appraisal through the effective time
of the Merger under the News Corp. Merger Agreement; a stockholder
who is the record holder of shares of Intermix common stock or
preferred stock on the date the written demand for appraisal is
made, but who thereafter transfers those shares prior to the
effective time of such Merger, will lose any right to appraisal in
respect of those shares.

Merely voting against, or failing to vote in favor of, the proposed
News Corp. acquisition will not preserve your right to appraisal under Delaware
law. Also, because a submitted proxy card from Intermix not marked "AGAINST" or
"ABSTAIN" will be voted "FOR" the proposal to adopt the proposed News Corp.
Merger Agreement and Merger, the submission of a proxy card from Intermix not
marked "AGAINST" or "ABSTAIN" will result in the waiver of appraisal rights. If
you hold shares in the name of a broker, bank or other nominee, you must
instruct your nominee to take the steps necessary to enable you to demand
appraisal for your shares. If you or your nominee fails to follow all of the
steps required by Section 262 of the General Corporation Law of the State of
Delaware, you will lose your right of appraisal. For a more complete discussion
of appraisal rights, see "The Merger-Appraisal Rights" on page 55 of the proxy
statement filed by Intermix on August 25, 2005.

Dissenting stockholders who properly perfect their appraisal rights
will receive only the judicially-determined fair value of their shares if one or
more dissenting stockholders files suit in the Delaware Court of Chancery and
litigates the resulting appraisal case to a decision.

PREN14A 11th Page of 17 TOC 1st Previous Next ↓Bottom Just 11th
Annex E to the proxy statement filed by Intermix on August 25, 2005
contains the full text of Section 262 of the General Corporation Law of the
State of Delaware, which relates to your right of appraisal. You are encouraged
to read these provisions carefully and in their entirety.

PROXY SOLICITATION AND EXPENSES

Proxies may be solicited by mail, telephone, telefax, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Mr. Greenspan may assist in the solicitation of proxies without
additional remuneration, except as otherwise set forth in this proxy statement.

In connection with this solicitation of proxies, banks, brokers,
custodians, nominees, other institutional holders and other fiduciaries may be
asked to forward all soliciting materials to the beneficial owners of the shares
that those institutions hold of record. Mr. Greenspan will reimburse those
institutions for reasonable expenses that they incur in connection with
forwarding these materials.

Costs related to this solicitation of proxies include expenditures for
printing, postage, legal services and other related items. The entire expense of
this proxy solicitation is being borne by Mr. Greenspan.

INFORMATION ABOUT THE PARTICIPANTS IN THIS SOLICITATION OF PROXIES

Mr. Greenspan is a participant in the solicitation of proxies for the
Special Meeting within the meaning of the federal securities laws. Information
obtained from Intermix's public filings concerning Mr. Greenspan, including his
beneficial ownership of Intermix common stock, is set forth in Annex A to this
proxy statement and is incorporated into this proxy statement by reference.

Mr. Greenspan is currently a private investor. His business address is
264 South La Cienega, Suite 1218, Beverly Hills, California 90211. Mr. Greenspan
served as the Chairman of the Intermix board of directors from April 1999 until
October 2003 and remained as a member of the Board until December 2003. Mr.
Greenspan also served as Intermix's Chief Executive Officer from August 2000 to
October 2003. In 1997, he founded Pacific Palisades Capital, Inc., a private
Beverly Hills, California merchant bank, and served as its President until March
1999. Mr. Greenspan received a B.A. degree in political science from the
University of California at Los Angeles in 1997.

Mr. Greenspan will not earn any profits, commissions or other fees from
Intermix or otherwise in the event that the proposals contained in this proxy
statement are approved, other than any profits resulting from any appreciation
of the Intermix common stock that he holds. Except with respect to the Intermix
common stock held by Mr. Greenspan, neither Mr. Greenspan nor any associate of
Mr. Greenspan has any substantial interest, direct or indirect, in any of the
proposals contained in this proxy statement.

The following table sets forth compensation paid to Mr. Greenspan by
Intermix during the previous two fiscal years, in his capacities as Chairman of
the Board and Chief Executive Officer, prior to his resignation of such
positions. For additional information concerning the compensation of certain
other executive officers of Intermix, please refer to Intermix's proxy statement
filed on August 25, 2005 and Intermix's annual report on Form 10-K for the
fiscal year ended March 31, 2005, as amended on July 29, 2005.

PREN14A 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
SUMMARY COMPENSATION TABLE
(in thousands)

[Enlarge/Download Table]

Long-Term
Compensation
Annual Compensation Awards

Fiscal Year Salary ($) Bonus ($) Other Annual Securities All Other ($)
Compensation ($) Underlying
Options (#)

2005 --- --- --- --- ---
2004 --- --- --- --- ---
2003 192 43(1) 55 --- 6

(1) Mr. Greenspan entered into an agreement with Intermix in August
2003 to repay the bonus of $42,500 that he had received during fiscal year 2003.
Under that agreement, repayment of the bonus could be made in cash, shares of
Intermix common Stock or a combination thereof. Mr. Greenspan tendered 17,782
shares of Intermix common stock by October 14, 2003 as repayment.

Additional information with respect to Mr. Greenspan is set forth in
the Schedule 13D, and the amendments thereto, each as filed by him with the
Securities and Exchange Commission. Information with respect to purchases and
sales of Intermix common stock by Mr. Greenspan during the past two years is set
forth in the Forms 4 filed by him with the Securities and Exchange Commission.

INFORMATION ABOUT INTERMIX

Based upon information provided in the proxy statement filed by
Intermix on August 25, 2005, the mailing address of the principal executive
offices of Intermix is 6060 Center Drive, Suite 300, Los Angeles, California
90045, telephone number (310) 215-1001.

Annex A to this proxy statement sets forth information obtained from
Intermix's public filings related to the beneficial ownership of Intermix common
stock, Series A preferred stock, Series B preferred stock, Series C preferred
stock and Series C-1 preferred stock and is incorporated in this proxy statement
by reference.

Except as otherwise noted herein, the information in this proxy
statement concerning Intermix has been taken from or is based upon documents and
records on file with the Securities and Exchange Commission and other publicly
available information. Although Mr. Greenspan does not have any knowledge
indicating that any statement contained herein is untrue, he does not take any
responsibility for the accuracy or completeness of statements taken from public
documents and records that were not prepared by or on his behalf, or for any
failure by Intermix to disclose events that may affect the significance or
accuracy of such information.

OTHER MATTERS TO BE VOTED UPON

Mr. Greenspan is not aware of any business to be acted upon at the
Special Meeting other than the proposal to adopt the News Corp. Merger Agreement
and Merger and the proposal to approve the adjournment of the Special Meeting,
if necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to adopt the News Corp.
Merger Agreement and Merger. If, however, you sign and return the proxy card
included in the proxy statement previously supplied by Intermix, the persons
named as proxy holders on such proxy card will have discretion to act on any
such additional matters to be acted upon at the Special Meeting.

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FUTURE STOCKHOLDER PROPOSALS

The following description of the requirements for proposing business
and director nominations was taken from proxy statement filed by Intermix on
August 25, 2005.

We will hold our 2005 annual meeting of stockholders only if the merger
is not consummated because following the merger our common stock will
be delisted from the American Stock Exchange, our common stock will be
deregistered under the Exchange Act and we will no longer be a
publicly-held company. Any stockholder wishing to have a proposal
considered for inclusion in our 2005 annual meeting proxy solicitation
materials must set forth such proposal in writing and file it with our
secretary a reasonable period of time before we print and mail our 2005
annual meeting proxy materials. We will publicly notify you of the
expected date that we plan to print and mail our 2005 annual meeting
proxy materials at the time we establish a date for such meeting if the
merger is not consummated. Proposals received after such date shall be
considered untimely and shall not be included in our annual meeting
proxy solicitation materials. Our board of directors will review any
timely submitted stockholder proposals which are filed as required and
will determine whether such proposals meet applicable criteria for
inclusion in our 2005 annual meeting proxy solicitation materials.

If you wish to submit a proposal for consideration at our next annual
general meeting of stockholders but that is not to be included in our
proxy statement, you must delivery the proposal in writing (and
otherwise comply with the requirements in our by-laws relating to the
submission of proposals) to: 6060 Center Drive, Suite 300, Los Angeles,
California 90045, Attention, Secretary.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains "forward-looking statements" within the
meaning of the safe harbor provisions of Section 21E of the Securities Exchange
Act of 1934, as amended. Statements other than statements of historical fact are
forward-looking statements for purposes of federal and state securities laws,
including projections of earnings, revenue or other financial items; statements
regarding future economic conditions or performance; statements of belief; and
statements of assumptions. Forward-looking statements may include the words
"may," "could," "will," "should," "would," "estimate," "intend," "continue,"
"believe," "expect" or "anticipate" or other similar words. These
forward-looking statements are expressed in good faith and believed to have a
reasonable basis but present our estimates and assumptions only as of the date
of this proxy statement. Except for our ongoing reporting obligations under any
securities law, we do not intend, and undertake no obligation, to update any
forward-looking statement. Future financial condition and results of operations,
as well as any forward-looking statements, are subject to change and to inherent
risks and uncertainties, which could cause actual results to differ materially
from those described in the forward-looking statements.

* * * * * *

PREN14A 14th Page of 17 TOC 1st Previous Next ↓Bottom Just 14th
ANNEX A

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, based solely upon the proxy statement
filed by Intermix on August 25, 2005, certain information as of the close of
business on August 24, 2005, the record date of the Special Meeting, with
respect to the beneficial ownership of Intermix's voting and equity securities
by the following individuals or groups:

o each person who is known by Intermix to own beneficially more than
5% of Intermix's outstanding common stock or more than 5% of
Intermix's outstanding preferred stock;

o each of Intermix's directors;

o Intermix's Chief Executive Officer and its four most highly
compensated executive officers, other than its Chief Executive
Officer, who were serving as executive officers at the end of its
last completed fiscal year;

o an individual that served as an executive officer during
Intermix's last completed fiscal year but was not serving as an
executive officer at the end of its last completed fiscal year;
and

o all of Intermix's directors and executive officers as a group.

The number of shares beneficially owned by each entity, person,
director or executive officer is determined under the rules of the Securities
and Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. The percentage of beneficial
ownership is based on 35,326,274 shares of common stock and shares of preferred
stock having the right to cast 6,998,393 votes outstanding as of the record
date. Shares not outstanding but deemed beneficially owned by a person or group
by virtue of the right of that person or group to acquire them within 60 days,
whether by the exercise of options or warrants or the conversion of shares of
preferred stock into shares of common stock, are deemed outstanding in
determining the number of shares beneficially owned by the person or group.
Unless otherwise indicated, each of the stockholders named in the tables has
sole voting and dispositive power with respect to the shares shown as
beneficially owned by such stockholder.

PREFERRED STOCK
--------------------------------------------------------------------------------

[Enlarge/Download Table]

PERCENTAGE BENEFICIALLY
SHARES BENEFICIALLY OWNED OWNED

Entities Affiliated with VantagePoint Venture
Partners(1) 6,886,575 97.5%
Entities Affiliated with News Corporation(2) 6,886,575 97.5%

--------------
(1) According to a Schedule 13D/A filed with the Securities and Exchange
Commission on July 21, 2005 and a Form 4 filed with the Securities and
Exchange Commission on March 11, 2005. This includes (i) 1,750,000 shares
of Series B preferred stock held by VP Alpha Holdings IV, LLC ("VP Alpha
Holdings"), (ii) 3,430,258 shares of Series C preferred stock held by
VantagePoint Venture Partners IV (Q), L.P. ("VantagePoint IV (Q)"), (iii)
343,821 shares of Series C preferred stock held by VantagePoint Venture

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Partners IV, L.P. ("VantagePoint IV"), (iv) 12,496 shares of Series C
preferred stock held by VantagePoint Venture Partners IV Principals Fund,
L.P. (together with VantagePoint IV (Q) and VantagePoint IV, the "Series C
Funds"), and (v) 1,325,000 shares of Series C-1 preferred stock held by VP
Alpha Holdings. The shares indicated also include 25,000 shares of Series C
preferred stock issuable to the Series C Funds on September 30, 2005 as a
dividend in accordance with the provisions of the certificate of
designations that governs the Series C preferred stock. VantagePoint
Venture Associates IV, LLC ("VP Associates") is the General Partner of each
of the Series C Funds. James D. Marver and Alan E. Salzman are the managing
members of VP Associates. VP Associates, James D. Marver and Alan E.
Salzman disclaim beneficial ownership in the reported securities held by
the Series C Funds, except to the extent of their pecuniary interest
therein. VP Alpha Holdings and the Series C Funds are referred to herein as
the "VantagePoint Stockholders". The VantagePoint Stockholders have shared
voting power over each of the shares as more fully described in footnote 2
below. The address of the VantagePoint Stockholders is 1001 Bay Hill Drive,
Suite 300, San Bruno, CA 94066. (2) Based upon a Schedule 13D filed with
the Securities and Exchange Commission on July 28, 2005. Reflects shares
over which News Corp. and its subsidiary, Fox Interactive, share the right
to vote pursuant to a stockholder voting agreement, dated July 18, 2005, by
and among the VantagePoint Stockholders, Fox Interactive and News Corp.
Pursuant to the stockholder voting agreement, the VantagePoint Stockholders
agreed to vote all of Intermix's securities owned of record or beneficially
by them, discussed in footnote 1 above, as of the date of the stockholder
voting agreement and all of Intermix's securities acquired by them prior to
the expiration of the stockholder voting agreement in favor of the adoption
of the News Corp. Merger Agreement and Merger. News Corp. and Fox
Interactive disclaim beneficial ownership in the reported securities held
by the VantagePoint Stockholders. The address of News Corp. is 1211 Avenue
of the Americas, New York, NY 10036 and the address of Fox Interactive is
10201 W. Pico Boulevard, Los Angeles, CA 90035.

[Enlarge/Download Table]
COMMON STOCK
--------------------------------------------------------------------------------

Shares Held of Stock
Record Equivalents Total Shares Percentage
Exercisable Beneficially Beneficially
within 60 days Owned Owned
-------------- -------------- ------------ ------------

Greater than Five Percent Beneficial
Ownership

Entities Affiliated with VantagePoint
Venture Partners(1) 3,050,000 6,886,575 9,936,575 23.5%
Fox Interactive Media, Inc.(2) 0 0 9,936,575 23.5%
Brad Greenspan(3) 3,988,000 0 3,988,000 11.3%
William Blair & Co. L.L.C.(4) 2,841,980 0 2,841,980 8.0%
Gardner Lewis Asset Management L.P.(5) 1,953,683 0 1,953,683 5.5%
Trafelet & Company, LLC(6) 1,872,400 0 1,872,400 5.3%
Persons and Entities affiliated with Gruber
and McBaine Capital Management, LLC(7) 1,777,950 0 1,777,950 5.0%

PREN14A 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th
Executive Officers and Directors

Richard Rosenblatt(8) 225,500 1,075,000 1,300,500 3.6%
Brett Brewer 1,000 1,102,500 1,103,500 3.0%
Adam Goldenberg 0 766,666 766,666 2.1%
Chris Lipp 3,036 306,250 309,286 *
Chris DeWolfe 50,000 64,825 114,825 *
Daniel Mosher 7,500 133,333 140,833 *
David Carlick(9) 20,000 60,833 80,833 *
Lawrence Moreau 0 0 0 *
James Quandt 0 41,667 41,667 *
Andrew Sheehan(9) 0 60,833 60,833 *
William Woodward(10) 5,000 19,583 24,583 *

Former Executive Officer

Thomas Flahie(11) 0 0 0 *

All executive officers and directors as a
group (13 persons) 312,036 3,631,490 3,943,526 10.1%

------------
* Less than 1%

(1) According to a Schedule 13D/A filed with the Securities and Exchange
Commission on July 21, 2005. Includes (i) 1,750,000 shares of common stock
issuable to VP Alpha Holdings upon full conversion of the Series B
preferred stock owned by VP Alpha Holdings, (ii) 3,786,575 shares of common
stock issuable to the Series C Funds upon full conversion of the Series C
preferred stock owned by the Series C Funds, (iii) 25,000 shares of common
stock issuable to the Series C Funds upon the exercise of shares of Series
C preferred stock to be issued as a dividend on September 30, 2005 in
accordance with the provisions of the certificate of designations that
governs the Series C preferred stock (iv) 1,325,000 shares of common stock
issuable to VP Alpha Holdings upon full conversion of the Series C-1
preferred stock held by VP Alpha Holdings and (v) 3,050,000 shares of
common stock owned by VP Alpha Holdings.

(2) Reflects shares over which News Corp. and Fox Interactive share the right
to vote pursuant to the stockholder voting agreement; discussed in footnote
2 to the preceding table.

(3) According to a Form 4 filed with the Securities and Exchange Commission on
May 10, 2005. The address of Mr. Greenspan is 264 South La Cienega, Suite
1218, Beverly Hills, CA 90211.

(4) According to a Schedule 13G/A filed with the Securities and Exchange
Commission on January 10, 2005. The address of William Blair & Co. L.L.C.
is 222 W. Adams, Chicago IL 60606.

(5) According to a Schedule 13G filed with the Securities and Exchange
Commission on February 11, 2005. Gardner Lewis Asset Management L.P.
reports holding 1,931,333 shares of common stock with sole voting power,
22,350 shares of common stock with shared voting power and 1,953,683 shares
of common stock with sole dispositive power. The address of Gardner Lewis
Asset Management L.P. is 285 Wilmington West Chester Pike, Chadds Ford, PA
19317

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(6) According to a Schedule 13G filed with the Securities and Exchange
Commission on March 24, 2005. Remy W. Trafelet is the managing member of
Trafelet & Company, LLC and shares voting and dispositive power over the
shares. The address of Trafelet & Company, LLC and Mr. Trafelet is 900
Third Avenue, Fifth Floor, New York, NY 10022.

(7) According to a Schedule 13G filed with the Securities and Exchange
Commission on February 11, 2005. Gruber and McBaine Capital Management, LLC
("GMCM") is a registered investment advisor whose clients have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the shares. Jon D. Gruber and J. Patterson
McBaine are the Managers, controlling persons and portfolio managers of
GMCM and, together with Eric Swergold and J. Lynn Rose, constitute a group.
GMCM, Mr. Gruber, Mr. McBaine, Mr. Swergold and Mr. Rose hold shared voting
and shared dispositive power with respect to 1,640,000 of the shares. Mr.
Gruber holds sole voting and sole dispositive power with respect to 137,950
of the shares and Mr. McBaine holds sole voting and sole dispositive power
with respect to 150,450 of the shares. The address for GMCM, Mr. Gruber,
Mr. McBaine, Mr. Swergold and Mr. Rose is 50 Osgood Place, Penthouse, San
Francisco, CA 94133. (8) Includes 180,000 shares issued to Highview
Ventures, LLC in connection with Intermix's acquisition of the assets of
Supernation, LLC. Mr. Rosenblatt is the sole Managing Member of Highview
and exercises shared voting and investment power over the shares held by
Highview.

(9) Excludes shares which are beneficially owned by the VantagePoint
Stockholders.

(10) Includes 5,000 shares held by WRW Investments, L.P., a limited partnership
in which Mr. Woodward holds shared voting and investment power.

(11) According to a Form 4 filed with the Securities and Exchange Commission on
March 2, 2005.

* * * * *

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREN14A’ Filing	Date	First	Last	Other Filings

	9/30/05	15	16	4, 4/A
	9/28/05	2	7	8-K
Filed on / For Period End:	9/26/05			8-K, DEFA14A, SC 13D/A
	9/23/05	6		SC 13D/A
	8/25/05	4	14	DEFA14A, DEFM14A, PREM14A
	8/24/05	2	14
	8/21/05	4
	7/29/05	11		10-K/A, 3
	7/28/05	15		3, SC 13D
	7/21/05	14	16	4, SC 13D/A
	7/18/05	2	15	3
	7/17/05	5
	7/12/05	5
	7/10/05	4
	6/30/05	5		10-Q, 4
	5/10/05	16		4
	3/31/05	11		10-K, 10-K/A
	3/24/05	17		8-K, SC 13G
	3/11/05	14		4
	3/2/05	17		4
	2/11/05	16	17	3, 8-K, SC 13G
	1/10/05	16		4, SC 13G/A
	10/14/03	12		3
				List all Filings

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Filing Submission 0000932440-05-000485 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Greenspan Brad D – ‘PREN14A’ for 9/26/05 re: Intermix Media, Inc.

On: Monday, 9/26/05, at 10:56am ET · For: 9/26/05 · Accession #: 932440-5-485 · File #: 1-32338

Preliminary Non-Management Proxy Solicitation Material — Non-Contested Solicitation — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Non-Management Proxy Solicitation Material — Non-Contested Solicitation — Schedule 14A
Filing Table of Contents