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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
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TRAVELOCITY.COM INC.
(Name of Subject Company (Issuer))
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
$403,276,135(1) $37,101.40(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 $23.00 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.
/ / 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / 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 Tender Offer Statement and Schedule 13E-3 Transaction Statement on
Schedule TO (the "Schedule TO") is filed by Sabre Holdings Corporation, a
Delaware corporation ("Sabre"), and Travelocity Holdings Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Sabre ("Purchaser"). This 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, at $23.00 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"), and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively.
Except as otherwise set forth below, the information set forth in 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)(ix) Inapplicable.
(a)(x) Inapplicable.
(a)(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 Offer.
(b) The pro forma financial statements of Sabre and Purchaser
are not material to the Offer.
ITEM 12. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
(a)(1)(i) Offer to Purchase dated March 5, 2002.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement as published on March 5, 2002.
2
EXHIBIT DESCRIPTION
------- -----------
(a)(1)(viii) Text of Press Release issued by Sabre on March 5, 2002.
(a)(5)(i) Complaint of Joan Ferrari, individually and on behalf of all
others similarly situated, against Jeffery M. Jackson, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(ii) Complaint of Alan Behr, 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 February 19, 2002.
(a)(5)(iii) Complaint of Esther Summer, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(iv) Complaint of Leslie Susser, individually and on behalf of
all others similarly situated, against Terrell B. Jones, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(v) Complaint of Max Reynolds, individually and on behalf of all
others similarly situated, against Jeffery M. Jackson, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(vi) Complaint of David Rothstein and Debra Freeman, 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 February 19, 2002.
(a)(5)(vii) Complaint of Robert Rovner, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(viii) Complaint of Barucha LLC, 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 February 19, 2002.
(a)(5)(ix) Complaint of Cora Pezzello, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(x) Complaint of Jim Robbins, individually and on behalf of all
others similarly situated, against Travelocity.com Inc., et.
al. filed in the District Court of Tarrant County, Texas on
February 21, 2002.
(a)(5)(xi) Complaint of Anthony Tamburro, individually and on behalf of
all others similarly situated, against Kathy Misunas, et.
al. filed in the District Court of Tarrant County, Texas on
February 25, 2002.
(b) None.
(c) Report of Goldman, Sachs & Co. to the Sabre Board of
Directors dated February 15, 2002.
(d) None.
(f) Section 262 of the Delaware General Corporation Law
(included as Schedule C of the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(g) None.
(h) None.
3
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.
4
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 5, 2002
5
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------------ -----------
(a)(1)(i) Offer to Purchase dated March 5, 2002.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement as published on March 5, 2002.
(a)(1)(viii) Text of Press Release issued by Sabre on March 5, 2002.
(a)(5)(i) Complaint of Joan Ferrari, individually and on behalf of all
others similarly situated, against Jeffery M. Jackson, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(ii) Complaint of Alan Behr, 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 February 19, 2002.
(a)(5)(iii) Complaint of Esther Summer, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(iv) Complaint of Leslie Susser, individually and on behalf of
all others similarly situated, against Terrell B. Jones, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(v) Complaint of Max Reynolds, individually and on behalf of all
others similarly situated, against Jeffery M. Jackson, et.
al. filed in the Court of Chancery of the State of Delaware
on February 19, 2002.
(a)(5)(vi) Complaint of David Rothstein and Debra Freeman, 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 February 19, 2002.
(a)(5)(vii) Complaint of Robert Rovner, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(viii) Complaint of Barucha LLC, 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 February 19, 2002.
(a)(5)(ix) Complaint of Cora Pezzello, individually and on behalf of
all others similarly situated, against Jeffery M. Jackson,
et. al. filed in the Court of Chancery of the State of
Delaware on February 19, 2002.
(a)(5)(x) Complaint of Jim Robbins, individually and on behalf of all
others similarly situated, against Travelocity.com Inc., et.
al. filed in the District Court of Tarrant County, Texas on
February 21, 2002.
(a)(5)(xi) Complaint of Anthony Tamburro, individually and on behalf of
all others similarly situated, against Kathy Misunas, et.
al. filed in the District Court of Tarrant County, Texas on
February 25, 2002.
(b) None.
(c) Report of Goldman, Sachs & Co. to the Sabre Board of
Directors dated February 15, 2002.
(d) None.
(f) Section 262 of the Delaware General Corporation Law
(included as Schedule C of the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(g) None.
(h) None.