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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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TRAVELOCITY.COM INC.
(Name of Subject Company (Issuer))
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TRAVELOCITY HOLDINGS SUB INC.
SABRE HOLDINGS CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
893953109
(CUSIP Number of Class of Securities)
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JAMES F. BRASHEAR
CORPORATE SECRETARY
SABRE HOLDINGS CORPORATION
3150 SABRE DRIVE
SOUTHLAKE, TEXAS 76092
(682) 605-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person)
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COPIES TO:
CHARLES M. NATHAN, ESQ.
LATHAM & WATKINS
885 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 906-1200
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CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$490,944,860(1) $45,166.93(2)
(1) The transaction value is estimated for purposes of calculating the filing
fee only. This calculation assumes the purchase of 17,533,745 shares of
common stock, par value $.001 per share (the "Shares"), of
Travelocity.com Inc., at a purchase price of $28.00 per Share, net to the
seller in cash. Such number of Shares is based on the latest information
received from Travelocity and assumes (i) 15,017,841 Shares outstanding
(excluding Shares already held by Sabre Holdings Corporation and its
subsidiaries) as of January 31, 2002 and (ii) the exercise of up to
2,515,904 options to purchase Shares, exercisable on or prior to the
expected consummation of the tender offer.
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 8 of 2002 issued by the Securities and Exchange Commission on
January 16, 2002.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $37,101.40 Filing Party: Sabre Holdings Corporation
Travelocity Holdings Sub Inc.
Form or Registration No.: Schedule TO-T Date Filed: March 5, 2002
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1
/ / issuer tender offer subject to Rule 13e-4
/X/ going-private transaction subject to Rule 13e-3
/ / amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Amendment No. 1 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission on March 5, 2002 (as amended and supplemented, the
"Schedule TO") by Sabre Holdings Corporation, a Delaware corporation ("Sabre"),
and Travelocity Holdings Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Sabre ("Purchaser"). The Schedule TO relates to the offer by
Purchaser to purchase all the outstanding shares of common stock, par value
$.001 per share (the "Shares"), of Travelocity.com Inc., a Delaware corporation
("Travelocity"), at an increased price of $28.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 5, 2002 (the "Offer to Purchase"), as amended and
supplemented by the supplement thereto dated March 18, 2002 (the "Supplement"),
and in the related revised Letter of Transmittal (which together, as they may be
amended or supplemented from time to time, constitute the "Amended Offer").
Unless otherwise stated below, the information set forth in the Supplement,
read in conjunction with the Offer to Purchase (including all schedules
thereto), is hereby expressly incorporated herein by reference in response to
all items of this Schedule TO, including, without limitation, all of the
information required by Schedule 13E-3 that is not included or covered by the
items in Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(ix) Inapplicable.
(a)(1)(x) Inapplicable.
(a)(1)(xi) Inapplicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(c)(2) Inapplicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(d) Inapplicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of Sabre and Purchaser are not
material to the Amended Offer.
(b) The pro forma financial statements of Sabre and Purchaser
are not material to the Amended Offer.
Item 12 of Schedule TO is hereby supplemented follows:
ITEM 12. EXHIBITS.
EXHIBIT DESCRIPTION
------- ------------------------------------------------------------
(a)(1)(ix) Supplement to the Offer to Purchase dated March 18, 2002.
(a)(1)(x) Revised Letter of Transmittal.
(a)(1)(xi) Revised Notice of Guaranteed Delivery.
(a)(1)(xii) Revised Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(xiii) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xiv) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
1
EXHIBIT DESCRIPTION
------- ------------------------------------------------------------
(a)(1)(xv) Text of the Joint Press Release issued by Sabre and
Travelocity on March 18, 2002.
(a)(5)(xii) Amended Complaint of Joan Ferrari, Alan Behr, and Esther
Summer, each individually and on behalf of all others
similarly situated, against Travelocity.com, Inc., et al.,
filed in the Court of Chancery of the State of Delaware on
March 8, 2002.
(a)(5)(xiii) Letter by Schiffrin & Barroway dated as of March 17, 2002
regarding settlement of stockholder litigation.
ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(e) Inapplicable.
Item 4. Terms of the Transaction.
(c) Inapplicable.
(f) Inapplicable.
Item 13. Financial Statements.
(a)(1) The audited consolidated financial statements of Sabre as of
and for the fiscal years ended December 31, 2001 and
December 31, 2000 are incorporated herein by reference to
the Financial Statements and Supplementary Data section
included as Item 8 to Sabre's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001 filed with the SEC
on February 28, 2002.
(a)(2) The unaudited consolidated financial statements of Sabre for
the three and nine month fiscal periods ended September 30,
2001 are incorporated herein by reference to Item 1
("Financial Statements") of Part I of Sabre's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001
filed with the SEC on November 14, 2001.
(b) The pro forma financial statements of Sabre are not material
to the offer.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) None.
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
TRAVELOCITY HOLDINGS SUB INC.
By: /s/ JAMES F. BRASHEAR
-----------------------------------------
Name: James F. Brashear
Title: Corporate Secretary
SABRE HOLDINGS CORPORATION
By: /s/ JAMES F. BRASHEAR
-----------------------------------------
Name: James F. Brashear
Title: Corporate Secretary
Dated: March 18, 2002
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
(a)(1)(ix) Supplement to the Offer to Purchase dated March 18, 2002.
(a)(1)(x) Revised Letter of Transmittal.
(a)(1)(xi) Revised Notice of Guaranteed Delivery.
(a)(1)(xii) Revised Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(xiii) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xiv) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(xv) Text of the Joint Press Release issued by Sabre and
Travelocity on March 18, 2002.
(a)(5)(xii) Amended Complaint of Joan Ferrari, Alan Behr, and Esther
Summer, each individually and on behalf of all others
similarly situated, against Travelocity.com, Inc., et al.,
filed in the Court of Chancery of the State of Delaware on
March 8, 2002.
(a)(5)(xiii) Letter by Schiffrin & Barroway dated as of March 17, 2002
regarding settlement of shareholder litigation.