<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                   FORM 10-Q/A

    [ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                For the quarterly period ended March 31, 1999

                                       or

     [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 000-23747

                               GETTY IMAGES, INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                            98-0177556
      (State of Incorporation)                 (I.R.S. Employer
                                             Identification No.)

         2101 Fourth Avenue                   101 Bayham Street
            Fifth Floor                        London, England
     Seattle, Washington 98121                     NW1 0AG
           (206) 695-3400                   (011 44 171) 544 3456

                               ------------------

              (Address, including zip code, and telephone numbers,
              including area code, of principal executive offices)

                               ------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days. Yes X No

As of May 3, 1999, there were 35,069,307 shares of the Registrant's common
stock, par value $.01 per share, outstanding.

<PAGE>   2

                                EXPLANATORY NOTE

        This Form 10-Q/A amends Item 5 of Part II, of the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, filed by the Registrant on May
17, 1999. The Item 5 in that report is being replaced in its entirety by the
item enclosed in this amendment.

                               GETTY IMAGES, INC.

                       Amendment No. 1 to Quarterly Report
                              On Form 10-Q for the
                        three months ended March 31, 1999


                                    PART II.
                                OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On May 4, 1999, Getty Images acquired all of the outstanding stock of Art.com in
a stock for stock merger transaction. Art.com is an Internet art seller and
framer.

The merger and the transactions contemplated thereby were approved by the
stockholders of Art.com and the directors of Getty Images on May 4, 1999.
Pursuant to the merger, Print Corp., a wholly owned subsidiary of Getty Images
("Merger Sub"), was merged with and into Art.com. Getty Images issued 4,252,271
shares of Getty Images common stock to the former stockholders of Art.com in
exchange for all of the issued and outstanding capital stock of Art.com. In
addition, the former stockholders of Art.com are entitled to a contingent
deferred payment equal to 11% of Getty Images' market capitalization increase
over the 90 day period following the closing of the merger. The contingent
deferred payment is only payable if Getty Images' market capitalization
increases at least 20% and any payment thereafter is capped at $84 million. The
number of shares of Getty Images common stock granted to the former Art.com
stockholders was determined by dividing (x) 4,510,000 by (y) the sum of the
number of shares of Art.com common stock and preferred stock issued and
outstanding prior to the merger and the number of shares of Art.com common stock
issuable upon exercise of all of Art.com's stock options and warrants granted
prior to the merger.

<PAGE>   3

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1998
                         TOGETHER WITH AUDITORS' REPORT


<PAGE>   4

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To the Board of Directors and Stockholders of
Art.com, Inc.:



We have audited the accompanying balance sheet of ART.COM, INC. (formerly known
as Artuframe.com, Inc.) (a Delaware corporation) as of December 31, 1998, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of Art.com, Inc. as of December 31, 1998, and
the results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.



Chicago, Illinois
March 12, 1999
(except for Note 10, as to
which the date is May 5, 1999)

<PAGE>   5

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                                  BALANCE SHEET

                             AS OF DECEMBER 31, 1998



                                     ASSETS
--------------------------------------------------------------------------------
<TABLE>
<S>                                                                 <C>
CURRENT ASSETS:
   Cash and cash equivalents                                        $ 6,400,674
   Accounts receivable-
      Trade                                                             120,952
      Commissions                                                        31,725
      Related party                                                      26,750
   Inventory                                                            181,027
   Prepaid expenses                                                      77,472
                                                                    -----------
                 Total current assets                                 6,838,600
                                                                    -----------

PROPERTY AND EQUIPMENT:
   Furniture, fixtures and equipment                                    230,336
   Computer equipment                                                   101,634
   Computer software                                                    330,716
   Automobile                                                            19,185
   Leasehold improvements                                                29,067
                                                                    -----------
                                                                        710,938

   Less- Accumulated depreciation                                       (91,822)
                                                                    -----------
                 Property and equipment, net                            619,116
                                                                    -----------

OTHER ASSETS:
   Security deposits                                                    100,753
   Intangible assets, net of amortization of $26,222                    831,278
                                                                    -----------
                 Total other assets                                     932,031
                                                                    -----------
                 Total assets                                       $ 8,389,747
                                                                    ===========
</TABLE>


<PAGE>   6

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                                  BALANCE SHEET

                             AS OF DECEMBER 31, 1998



                      LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                     <C>
CURRENT LIABILITIES:
   Accounts payable                                                     $    786,925
   Current portion of capital leases                                          26,670
   Accrued payroll expenses                                                   50,962
   Deferred compensation                                                      80,327
   Other accrued liabilities                                                  94,316
                                                                        ------------
                 Total current liabilities                                 1,039,200
                                                                        ------------

CAPITAL LEASES, net of current portion                                        71,416
                                                                        ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, convertible, $.001 par value, 30,000,000 shares
      authorized, 11,500,000 issued and outstanding, at liquidation
      value                                                               11,500,000
   Common stock, $.001 par value, 35,000,000 shares authorized,
      5,317,000 issued and outstanding                                         5,317
   Additional paid-in capital                                              1,204,049
   Accumulated deficit                                                    (5,430,235)
                                                                        ------------
                 Total stockholders' equity                                7,279,131
                                                                        ------------
                 Total liabilities and stockholders' equity             $  8,389,747
                                                                        ============
</TABLE>



              The accompanying notes to financial statements are an
                      integral part of this balance sheet.

<PAGE>   7

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<S>                                           <C>
REVENUE:
   Sales                                      $   196,679
   Commissions                                    187,396
                                              -----------
                 Total revenue                    384,075

COST OF GOODS SOLD                                285,420
                                              -----------
                 Gross profit                      98,655

OPERATING EXPENSES:
   Salaries and benefits                        1,715,432
   General and administrative                   1,071,128
   Commissions                                     39,456
   Selling and marketing                        1,772,191
   Information technology                         827,956
                                              -----------
                 Total operating expenses       5,426,163
                                              -----------
                 Operating loss                (5,327,508)
                                              -----------

OTHER INCOME (EXPENSE):
   Other income                                    12,390
   Interest expense                               (73,523)
                                              -----------
                 Total other expense              (61,133)
                                              -----------

NET LOSS                                      $(5,388,641)
                                              ===========
</TABLE>



              The accompanying notes to financial statements are an
                        integral part of this statement.

<PAGE>   8

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<S>                                                                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss for the year                                                    $ (5,388,641)
   Adjustments to reconcile net loss to net cash used in operating
      activities-
         Depreciation and amortization                                           122,543
         Changes in operating assets and liabilities-
           Increase in accounts receivable, net                                 (142,933)
           Increase in inventory                                                (181,027)
           Increase in prepaid expenses                                          (72,972)
           Increase in deposits                                                 (100,753)
           Increase in accounts payable                                          768,873
           Increase in accrued payroll expenses                                   90,962
           Increase in deferred compensation                                      80,327
           Increase in other accrued liabilities                                  43,380
           Increase in capital lease obligation                                   98,085
                                                                            ------------
                 Net cash used in operating activities                        (4,682,156)
                                                                            ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                           (683,871)
   Acquisitions                                                                 (857,500)
                                                                            ------------
                 Net cash used in investing activities                        (1,541,371)
                                                                            ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from short-term debt                                              11,500,000
   Issuance of common stock                                                      551,215
   Capital contribution                                                          472,424
                                                                            ------------
                 Net cash provided by financing activities                    12,523,639
                                                                            ------------

NET INCREASE IN CASH                                                           6,300,112

CASH, beginning of year                                                          100,562
                                                                            ------------

CASH, end of year                                                           $  6,400,674
                                                                            ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for interest                                                   $     73,523
                                                                            ============

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
      Common stock issued in connection of business acquisition             $     35,627
      Common stock transferred from principal shareholder                        472,424
      Conversion of short-term debt to preferred stock                        11,500,000
                                                                            ============
</TABLE>


              The accompanying notes to financial statements are an
                        integral part of this statement.

<PAGE>   9

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                        STATEMENT OF STOCKHOLDERS' EQUITY

                      FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                 SERIES A PREFERRED STOCK,
                                                      $.001 PAR VALUE,            COMMON STOCK,
                                                     30,000,000 SHARES          $.001 PAR VALUE
                                                        AUTHORIZED             35,000,000 SHARES
                                                  (AT LIQUIDATION VALUE)           AUTHORIZED
                                                 ------------------------  ------------------------   ADDITIONAL
                                     MEMBERS'      ISSUED                    ISSUED                    PAID-IN    ACCUMULATED
                                     CAPITAL       SHARES       AMOUNT       SHARES       AMOUNT       CAPITAL      DEFICIT
                                   -----------   -----------  -----------  -----------  -----------  -----------  -----------
<S>                                <C>           <C>          <C>          <C>          <C>          <C>          <C>
BALANCE, December 31, 1997         $   150,100            --  $        --           --  $        --  $        --  $   (41,594)

   Members' capital contributions      551,215            --           --           --           --           --           --
   Class B membership interest
      issued in connection with
      business acquisition              35,627            --           --           --           --           --           --
   Transfer of members' capital
      and Class B interest to
      common stock related to
      conversion from limited
      liability company (LLC) to
      a C-Corporation                 (736,942)           --           --    5,317,000        5,317      731,625           --
   Value of services exchanged
      for Common Stock from
      principal shareholder                 --            --           --           --           --      472,424           --
   Conversion of debt to Series A
      Preferred Stock                       --    11,500,000   11,500,000           --           --           --           --
   Net loss for the year                    --            --           --           --           --           --   (5,388,641)
                                   -----------   -----------  -----------  -----------  -----------  -----------  -----------
BALANCE, December 31, 1998         $        --    11,500,000  $11,500,000    5,317,000  $     5,317  $ 1,204,049  $(5,430,235)
                                   ===========   ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>



               The accompanying notes to financial statements are
                       an integral part of this statement

<PAGE>   10

                                  ART.COM, INC.
                     (FORMERLY KNOWN AS ARTUFRAME.COM, INC.)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1998



1.   DESCRIPTION OF BUSINESS

     Artuframe, LLC was formed on September 19, 1997, to engage in business as
     an online retailer of print art and frames. In December of 1998, Artuframe,
     LLC was merged into Artuframe.com, Inc. (the "Company"), a Delaware
     C-Corporation. Subsequent to year end, the Company changed its name to
     Art.com, Inc.

     The Company offers a searchable selection of art prints, posters, limited
     editions, reproductions, originals and custom framing through proprietary
     visualization software on the Internet. The software allows customers to
     choose a print, mat, frame and glass and view the assembled artwork online
     prior to purchasing it.

     In addition, the Company has a line of business called the Lederer Sales
     Group ("LSG"). LSG consists of sales representatives that represent
     manufacturers of framing and arts and crafts supplies. The Company sells
     these supplies to customers in the United States and internationally.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     REVENUE RECOGNITION

     The Company recognizes revenue from product sales, net of any discounts,
     when the products are shipped to customers. Outbound shipping and handling
     charges are included in net sales.

     LSG recognizes commission income when the sales representative makes a sale
     on behalf of the manufacturer.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents consist of highly liquid investments with
     maturities of three months or less. The Company considers money market
     funds to be a cash equivalent.

<PAGE>   11
                                     - 2 -


     INVENTORIES

     Inventories are valued at the lower of cost or market and consist primarily
     of art prints and framing supplies. Approximately 98% of the inventory is
     classified as raw materials.

     PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost less accumulated depreciation.
     Depreciation of property and equipment is provided using the straight-line
     method over the estimated useful life of the asset. The estimated useful
     lives used in computing depreciation are as follows:

<TABLE>
<CAPTION>
                     ASSET DESCRIPTION                                 LIVES
           ---------------------------------------         ---------------------------
<S>                                                        <C>
           Furniture, fixtures and equipment               5-7 years
           Computer equipment                              3 years
           Computer software                               1-3 years
           Automobile                                      3 years
           Leasehold improvements                          Shorter of lease or useful
                                                           life of the asset
</TABLE>

     COMPUTER SOFTWARE

     In accordance with Statement of Position No. 98-1, "Accounting for the
     Costs of Computer Software Developed or Obtained for Internal Use,"
     development costs are capitalized. Once the software is placed in service,
     it is depreciated using the straight-line method over a period of one to
     three years.

     SECURITY DEPOSITS

     Security deposits consist of deposits on certain leased facilities and
     equipment.

     INTANGIBLES

     Intangibles consist of a brand name, licenses, customer lists and a
     business plan. Intangibles are amortized on a straight-line basis over a
     period of 3 to 5 years.

     MARKETING COSTS

     Advertising costs are included in marketing expenses and are expensed as
     incurred. Such costs were approximately $1,200,000 as of December 31, 1998.
     The Company pays commissions to other Web sites that carry the Company's
     icon through its Affiliate Program. The Company expenses these costs as
     related product sales are recognized.

     INTEREST EXPENSE

     During 1998, the Company incurred interest expense of approximately $73,000
     related to various short-term borrowings. There were no outstanding bank
     borrowings at year-end.

<PAGE>   12
                                     - 3 -


3.   ACQUISITIONS

     On March 27, 1998, the Company acquired the assets of Lederer Sales Group,
     Ltd. from the Company's president/shareholder in exchange for a 2.20%
     interest in Class B Membership in the amount of $35,627, and the assumption
     of a vehicle loan in the amount of $10,823, resulting in a purchase price
     of $131,950. The assets acquired consisted of accounts receivable, a
     vehicle and equipment, and intangibles. Since this transfer of assets was
     between companies under common control, this transaction was accounted for
     at historical cost in a manner similar to a pooling of interests. This
     acquisition is being amortized, using the straight-line method, over its
     useful life of three years.

     On November 9, 1998, the Company purchased the rights, title, and interests
     in the Uniform Resource Locator ("URL") "art.com" for $450,000. The
     acquisition was accounted for as the purchase of a brand name and the
     related asset has been classified as an intangible on the accompanying
     balance sheet. This acquisition is being amortized, using the straight-line
     method, over its useful life of five years.

     On November 10, 1998, the Company purchased the rights, title and interest
     in the URL "artunisource.com" and other intangibles for $250,000. The
     acquisition was accounted for as a purchase of a brand name and the related
     asset has been classified as an intangible on the accompanying balance
     sheet. This acquisition is being amortized, using the straight-line method,
     over its useful life of three years.

     On November 10, 1998, the Company purchased certain assets of Art Print
     Index, Inc. for $150,000. The assets purchased consisted of computer
     software and intangible licenses. This acquisition is being amortized,
     using the straight-line method, over its useful life of three years.


4.   LIFE-INSURANCE POLICY

     During 1998, the Company purchased a variable split-dollar life insurance
     policy for its president/shareholder. The death benefit of the policy is
     $3,000,000 payable to the Company's president's/shareholder's personal
     trust. The policy is such that the Company's president/shareholder has the
     sole right to surrender or cancel the policy; the Company has no right to
     cancel or surrender the policy. As of December 31, 1998, the total premiums
     paid on the plan during the year were approximately $11,000 and the cash
     surrender value as of December 31, 1998, was $2.


5.   DEFERRED COMPENSATION

     An officer/shareholder has an employment contract with the Company whereby
     his base salary is not to be paid until the earlier of (1) the first day of
     the month following the first month the Company has net income or (2)
     January 15, 1999. Subsequent to January 15, 1999, this amount was paid out.


6.   STOCKHOLDERS' EQUITY

     On December 2, 1998, the Company had authorized 30,000,000 shares of $.001
     par value preferred stock ("Series A") and 35,000,000 shares of $.001 par
     value common stock. From September, 1998, to December, 1998, the Company
     received $11,500,000 in bridge loan financing. During December, 1998, the
     Company issued 11,500,000 shares of Series A Convertible Preferred Stock,
     having a stated value of $1 per share to convert $11,500,000 of debt to
     equity.


<PAGE>   13
                                     - 4 -


     Each share of Series A preferred stock is convertible into a number of
     shares of common stock determined by dividing the issue price by the
     conversion price, as defined in the Restated Certificate of Incorporation
     dated December 2, 1998. At December 31, 1998, the 11,500,000 shares of
     Series A preferred stock would be convertible into 11,500,000 shares of
     common stock. Each share of Series A preferred stock automatically converts
     upon a public offering, the agreement of the majority holders of the then
     outstanding preferred shares or by special mandatory conversion, as defined
     in the Restated Certificate of Incorporation. The holders of Series A
     preferred stock are entitled to one vote for each share of common stock
     into which the preferred stock could be converted at that time, and to
     receive noncumulative dividends at the rate of $.08 per share per annum,
     when and if declared by the Board. As of December 31, 1998, no dividends
     have been declared by the Board.

     In the event of liquidation or dissolution, the preferred stockholders are
     entitled to receive, before any distributions or payments are made to the
     holders of common stock, an amount per share equal to the sum of $1.00 for
     each outstanding share, as adjusted for any stock splits, stock dividends,
     combination, recapitalizations or the like, and all declared but unpaid
     dividends on each share. Five years from the date of issuance of preferred
     shares, by request of the preferred stock shareholders, the preferred
     shares may be redeemed for $1 per share, as adjusted, plus all declared but
     unpaid dividends.

     During the year, the principal shareholder awarded 472,424 shares of common
     stock to a third party for services rendered to the Company. The shares
     have been valued at $472,424 and the have been reflected as additional
     compensation expense and a capital contribution in the accompanying
     financial statements in accordance with Staff Accounting Bulletin No. 79.

     In connection with the conversion from an LLC to a C Corporation, all
     amounts of members' capital were converted to common stock and additional
     paid-in capital.


7.   RELATED PARTY TRANSACTIONS

     The Company has an amount due to a related party of approximately $39,000
     for marketing services rendered.

     The chief technical officer of the Company is a licensor of certain
     software used by the Company to render images on the Company's web page.
     The license agreement entitled the Company to the use of the software in
     exchange for 1.5% of the net sales of art sold to customers using the
     licensed software. Subsequent to year-end, this software was purchased by
     the Company for $225,000.


8.   INCOME TAXES

     The Company provides for income taxes under the asset and liability method
     of accounting. This method requires the recognition of deferred income
     taxes based upon the tax consequences of "temporary differences" by
     applying enacted statutory tax rates applicable to future years to
     differences between the financial statement carrying amounts and the tax
     basis of existing assets and liabilities. As of December 31, 1998, the
     Company has generated tax net operating losses totaling approximately
     $5,430,000 and has provided a valuation allowance for the entire benefit
     because it has generated losses since its inception.

<PAGE>   14
                                     - 5 -


9.   COMMITMENTS AND CONTINGENCIES

     LEASE AGREEMENTS

     The Company currently leases office space, a warehouse and certain
     equipment under noncancellable operating and capital leases. Rental expense
     under operating lease agreements for 1998 was approximately $53,088.

     Future annual minimum lease payments under all noncancellable leases are as
     follows:

<TABLE>
<CAPTION>
                                                       CAPITAL          OPERATING
                                                       LEASES             LEASES             TOTAL
                                                     ----------         ----------        ----------
<S>                                                  <C>                <C>               <C>
Year ended December 31-
   1999                                              $   34,463         $  409,948        $  432,751
   2000                                                  33,663            425,980           451,199
   2001                                                  29,663            243,710           268,328
   2002                                                  27,191            163,427           188,872
   2003                                                      --            111,471           111,471
                                                     ----------         ----------        ----------
           Total minimum lease payments                 124,980         $1,354,536        $1,452,621
                                                                        ==========        ==========
   Less- Interest                                       (26,894)
                                                     ----------
           Net minimum lease payments                    98,086

           Less- Current portion                        (26,670)
                                                     ----------
           Long-term capital lease obligation
                                                     $   71,416
                                                     ==========
</TABLE>

     LITIGATION

     In the normal course of business, the Company is a party to various matters
     involving disputes and/or litigation. While it is not possible at this time
     to determine the ultimate outcome of these matters, management believes
     that the ultimate liability, if any, will not be material to the financial
     statements.

     CONTRACTUAL OBLIGATIONS

     During 1998, the Company promised certain employees 498,000 stock options.
     The stock options were not issued and the stock option plan had not been
     finalized at year-end.

     The Company also promised a lessor 15,000 warrants during 1998. The
     warrants were not issued and the warrant plan had not been finalized at
     year-end.


10.  SUBSEQUENT EVENT

     Subsequent to year-end, the Company merged with a third-party buyer (the
     "Buyer") and became a wholly owned subsidiary under the terms of a merger
     agreement (the "Agreement") dated May 4, 1999. Under the terms of the
     Agreement, the Company's shareholders exchanged all of their shares of
     stock for 4.51 million shares of the Buyer's common stock. Based on the
     closing market price of the Buyer's stock on the closing date of the
     Agreement, the stock had a market value of approximately $117.8 million.
     Under certain predetermined conditions stipulated by the Agreement, the
     selling shareholders may receive up to an additional $84 million of
     consideration in the future. The additional


<PAGE>   15
                                     - 6 -


     consideration is payable in common stock and cash and is dependent upon the
     value of the Buyer's stock at the time of required payment. In addition,
     prior to the closing of the Agreement, the Buyer loaned the Company $10
     million for working capital purposes.


<PAGE>   16
        UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION


INTRODUCTORY NOTE

The following unaudited condensed pro forma consolidated financial information
(the "Pro Forma Consolidated Financial Information") gives pro forma effect to
the completion of the acquisition of Art.com, Inc. (the "Art.com Acquisition"),
after giving effect to the pro forma adjustments described in the accompanying
notes. The Pro Forma Consolidated Financial Information has been prepared from,
and should be read in conjunction with, the audited historical consolidated
financial statements and notes thereto of Getty Images, Inc. ("Getty Images")
and the audited historical financial statements of Art.com, Inc. ("Art.com")

The Pro Forma Consolidated Financial Information is provided for illustrative
purposes only and does not purport to represent what the actual results of
operations of financial position of Getty Images would have been had the Art.com
Acquisition occurred on the respective dates assumed, nor is it necessarily
indicative of Getty Images' future operating results or consolidated financial
position.

Getty Images will account for the Art.com Acquisition by the purchase method of
accounting in accordance with U.S. GAAP. Accordingly, the purchase consideration
for acquiring the share capital of Art.com has, on the basis of a preliminary
review, been allocated to the tangible and intangible assets acquired and the
liabilities assumed with the excess cost being allocated to goodwill and
presented as an intangible asset.

<PAGE>   17

           UNAUDITED CONDENSED PRO FORMA CONSOLIDATED INCOME STATEMENT

                          YEAR ENDED DECEMBER 31, 1998

The following unaudited condensed pro forma income statement for the year ended
December 31, 1998 is derived from the audited historical consolidated statement
of operations of Getty Images for the year then ended and the audited historical
consolidated statement of operations of Art.com for the year then ended, after
giving effect to the pro forma adjustments described in the notes to the Pro
Forma Consolidated Financial Information. Such adjustments have been determined
as if the Art.com Acquisition took place on January 1, 1998 the first day of the
financial period presented in the Pro Forma Consolidated Financial Information.

<PAGE>   18

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                      Pro forma           Pro forma
                                                      Getty Images     Art.com        adjustments        consolidated
                                                         (000's         (000's         (000's               (000's
                                                       except per     except per      except per          except per
                                                       share data)    share data)     share data)         share data)
<S>                                                   <C>             <C>             <C>                <C>
Sales                                                  $ 185,084       $     384                          $ 185,468
Cost of sales                                            (52,830)           (285)                           (53,115)
                                                       ---------       ---------                          ---------
Gross profit                                             132,254              99                            132,353
Selling, general and administrative expenses             (96,904)         (5,304)                          (102,208)
Amortization of intangibles                              (36,961)            (26)        (42,668)(1)        (79,655)
Depreciation                                             (14,397)            (96)                           (14,493)
Non-recurring integration and restructuring costs        (13,755)             --                            (13,755)
                                                       ---------       ---------                          ---------
Operating loss                                           (29,763)         (5,327)        (42,668)           (77,758)
Net interest expense                                      (2,986)            (61)                            (3,047)
Net exchange losses                                         (124)                                              (124)
                                                       ---------       ---------                          ---------
Loss before taxes                                        (32,873)         (5,388)        (42,668)           (80,929)
Income taxes                                              (2,680)             --                             (2,680)
                                                       ---------       ---------                          ---------
Loss before extraordinary items                          (35,553)         (5,388)        (42,668)           (83,609)
Extraordinary items                                         (830)             --                               (830)
                                                       ---------       ---------                          ---------
Net loss                                               $ (36,383)      $  (5,388)        (42,668)         $ (84,439)
                                                       =========       =========                          =========


Loss per share:
       Primary                                         $   (1.25)                                         $   (2.53)
                                                       =========                                          =========
Average number of shares outstanding:
       Primary                                            29,160                           4,252(4)          33,412
                                                       =========                                          =========

EBITDA (note 5)                                        $  35,350       $  (5,205)                         $  30,145
                                                       =========       =========                          =========

</TABLE>



See accompanying notes to the Pro Forma Consolidated Financial Information on
pages [20] to [22]

<PAGE>   19

            UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 31, 1998

The following unaudited condensed pro forma balance sheet at December 31, 1998
is derived from the audited historical consolidated balance sheet of Getty
Images at December 31, 1998 and the audited historical balance sheet of Art.com
at December 31, 1998, after giving effect to the pro forma adjustments described
in the notes to the Pro Forma Consolidated Financial Information. Such
adjustments have been determined as if the Art.com Acquisition took place on
December 31, 1998.

<TABLE>
<CAPTION>
                                                                                                  Pro forma           Pro forma
                                               Getty Images      Art.com        Adjustments       adjustments        consolidated
                                              (in thousands)  (in thousands)  (in thousands)     (in thousands)     (in thousands)
<S>                                           <C>             <C>              <C>               <C>                <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                       $  16,150       $   6,401            (500)(3)        (13,170)(1)      $   8,881
Accounts receivable, net                           32,967             180                                                33,147
Inventories, net                                    2,834             181                                                 3,015
Prepaid expenses and other assets                  17,258              77                                                17,335
                                                ---------       ---------                                             ---------
TOTAL CURRENT ASSETS                               69,209           6,839                                                62,378
Fixed assets, net                                  62,757             619                                                63,376
Intangible assets, net                            325,861             831                            128,005(1)         454,697
Other long term assets                                                101                                                   101
Deferred tax assets                                 5,036                                                                 5,036
                                                ---------       ---------                                             ---------
TOTAL ASSETS                                    $ 462,863       $   8,390                                             $ 585,588
                                                =========       =========                                             =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                   26,232             787                                                27,019
Accrued expenses                                   20,148             225                                                20,373
Short term borrowings, including
current portion of long term debt                     202              27                                                   229
                                                ---------       ---------                                             ---------
TOTAL CURRENT LIABILITIES                          46,582           1,039                                                47,621
LONG TERM DEBT                                     72,354              72                                                72,426
                                                ---------       ---------                                             ---------
TOTAL LIABILITIES                                 118,936           1,111                                               120,047
                                                =========       =========                                             =========
STOCKHOLDERS' EQUITY
Common stock                                          306               5                                 37(2)             348
Preferred stock                                                    11,500                           (11,500)(2)
Additional paid-in capital                        368,267           1,204                            120,368(2)         489,839
Retained deficit                                  (28,259)         (5,430)           (500)             5,930(2)         (28,259)
Cumulative translation adjustments                  3,613                                                                 3,613
                                                ---------       ---------                                             ---------
TOTAL STOCKHOLDERS' EQUITY                        343,927           7,279                                               465,541
                                                ---------       ---------                                             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 462,863       $   8,390                                             $ 585,588
                                                =========       =========                                             =========
</TABLE>


See accompanying notes to the Pro Forma Consolidated Financial Information on
pages [20] to [22]

<PAGE>   20

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

1.  Under the terms of the Art.com Acquisition, holders of the shares of common
    and preferred stock of Art.com are entitled to receive Base Consideration
    and Supplemental Consideration. The Base Consideration, associated costs and
    goodwill arising on the Art.com acquisition are summarised below:


<TABLE>
<CAPTION>
                                                                                                           $
                                                                                                    (IN THOUSANDS)
<S>                                                                                                 <C>
Base consideration-4,252,271 shares of common stock of Getty Images at $27.21 per share                115,704

Convertible secured promissory note to Art.com subsequently treated as capital contribution             10,000

Getty Images' estimated transaction expenses                                                             3,170
                                                                                                      --------

                                                                                                        13,170

Share options in Art.com exchanged for share options in Getty Images                                     5,910
                                                                                                      --------

Total purchase price                                                                                   134,784

Estimated fair value of Art.com at December 31, 1998 (note 3)                                           (6,779)
                                                                                                      --------

Excess of purchase price over net assets acquired allocated to goodwill (amortized over 3 years)       128,005
                                                                                                      ========
</TABLE>

A preliminary review of the audited financial statements of Art.com indicated
that no material adjustment would arise from a purchase price allocation of
separate identifiable assets and that the excess of purchase price over net
assets should therefore be wholly allocated to goodwill.

Supplemental Consideration may be paid based on the performance of the average
closing and bid price of shares of common stock of Getty Images over a 30 day
period to August 4, 1999. The amount to be paid will be 11% of the increase in
the value of the market capitalization of Getty Images, as measured from a base
of $25 per share, subject to a maximum of $84 million. The Supplemental
consideration is only


<PAGE>   21

payable if Getty Images market capitalisation increases by at least 20 per cent.
The Supplemental Consideration will be satisfied through the issue of shares of
common stock of Getty Images. In the event that the required share issue would
exceed 20% of the outstanding shares of common stock of Getty Images, the
balance may be paid in cash. As the Supplemental Consideration is contingent it
is not recognised in the Pro Forma Consolidated Financial Information.

The pro forma annual amortization charge in respect of the goodwill arising on
the Art.com Acquisition is $42,668,000.

2.  The following consolidation adjustments are required in respect of
    shareholders' equity as a result of the Art.com Acquisition:


<TABLE>
<CAPTION>
                                                                          $
                                                                    (IN THOUSANDS)
<S>                                                                 <C>
COMMON STOCK
Elimination of shares of common stock of Art.com to common stock            (5)
Shares of common stock of Getty Images issued at par to holders
of shares of common and preferred stock of Art.com                          42
                                                                      --------

                                                                            37
                                                                      ========
PREFERRED STOCK
Conversion of preferred stock of Art.com to common stock               (11,500)
                                                                      ========
ADDITIONAL PAID-IN CAPITAL
Elimination of additional paid-in capital of Art.com                    (1,204)
Premium on shares of Getty Images common stock issued to holders
of shares of common and preferred stock of Art.com                     121,572
                                                                      --------
                                                                       120,368
                                                                      ========
</TABLE>

<PAGE>   22

RETAINED EARNINGS

<TABLE>
<S>                                                                      <C>
Elimination of Art.com pre-acquisition retained deficit                  5,930
                                                                         =====
</TABLE>

The preferred stock of Art.com was converted, as part of the
acquisition, into 11,500,000 shares of common stock and acquired
as part of the Art.com Acquisition.

3.  The estimated fair value of Art.com as at December 31, 1998 is calculated as
    follows:

<TABLE>
<CAPTION>
                                                    $
                                              (IN THOUSANDS)
<S>                                           <C>
Net assets at December 31, 1998                    7,279
Art.com's transaction expenses (estimated)          (500)
                                                --------

                                                   6,779
                                                ========
</TABLE>

4.  The number of shares outstanding and used for the pro forma primary earnings
    per share is calculated as follows:-


<TABLE>
<CAPTION>
                                                    $
                                              (IN THOUSANDS)
<S>                                           <C>
Getty Images shares at December 31, 1998          29,160
Shares issued as consideration                     4,252
                                                --------
                                                  33,412
                                                ========
</TABLE>



5.  Getty Images defines EBITDA as earnings before interest, taxes, exchange
    gains/(losses), depreciation, amortization and non-recurring intergration
    and restructuring costs.

<PAGE>   23

                                   SIGNATURES

        Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        GETTY IMAGES, INC.


DATE:  July 16, 1999                    By:   /s/ Christopher J. Roling
                                              ----------------------------------
                                              Name:   Christopher J. Roling
                                              Title:  Chief Financial Officer