As filed with the Securities and Exchange Commission on March 26, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SABRE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2662240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
JEFFERY M. JACKSON
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
3150 SABRE DRIVE AND TREASURER
SOUTHLAKE, TEXAS 76092 3150 SABRE DRIVE
(682) 605-1000 SOUTHLAKE, TEXAS 76092
(Address, including zip code, and telephone (682) 605-1000
number, including area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone number, including area code,
of agent for service)
THE COMMISSION IS REQUESTED TO MAIL COPIES OF ALL ORDERS, NOTICES AND COMMUNICATIONS TO:
MARTIN B. MCNAMARA
GIBSON, DUNN & CRUTCHER LLP
2100 MCKINNEY AVE., SUITE 1100
DALLAS, TEXAS 75201
(214) 698-3100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ REGISTRATION
NO. 333-32106
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED(1) PRICE (2)(3)(4)(5) REGISTRATION FEE
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE - -
PREFERRED STOCK, PAR VALUE $.01 PER SHARE - -
WARRANTS TO PURCHASE CLASS A COMMON STOCK - -
STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS - -
DEBT SECURITIES - -
WARRANTS TO PURCHASE DEBT SECURITIES - -
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Total $70,000,000 $6,440
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(1) Also includes (i) such indeterminate number of shares of Class A
Common Stock and shares of Preferred Stock as may be issued upon
(a)conversion of or exchange for other shares of Preferred Stock or
Debt Securities to the extent such other shares of Preferred Stock
or Debt Securities provide for conversion into or exchange for shares
of Class A Common Stock or Preferred Stock, or (b) exercise of any
Warrants to purchase Class A Common Stock or Stock Purchase Contracts,
(ii) such indeterminate principal amount of Debt Securities as may be
issued upon (a)conversion of or exchange for shares of Preferred Stock
or other Debt Securities to the extent such shares of Preferred Stock
and other Debt Securities provide for conversion into or exchange for
Debt Securities or (b) exercise of any Warrants to purchase Debt
Securities and (iii) Stock Purchase Contracts which may be offered as
part of Units of Stock Purchase Contracts and other Securities
registered hereby.
(2) Exclusive of accrued interest and dividends, if any, and estimated
solely for the purpose of calculating the registration fee pursuant
to Rule 457(o).
(3) Or, if any Debt Securities are issued at an Original Issue
Discount, such greater amount as shall result in an aggregate
public offering price not in excess of $70,000,000.
(4) In U.S. dollars or the equivalent thereof in one or more foreign
currencies or currency units or composite currencies.
(5) Proposed maximum offering price per unit not specified as to each
class of Securities to be registered pursuant to General
Instruction II-D of Form S-3.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
also relates to securities registered pursuant to the prior registration
statement.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 333-32106
Sabre Holdings Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (Registration No. 333-32106), as to which
Amendment No. 1 was declared effective on April 18, 2000 by the Securities
and Exchange Commission (the "Commission"), including each of the documents
filed by the Company with the Commission and incorporated or deemed to be
incorporated by reference therein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Sabre Holdings Corporation, certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Southlake, State
of Texas, on March 26, 2002.
SABRE HOLDINGS CORPORATION
By: /s/ Jeffery M. Jackson
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Jeffery M. Jackson
EXECUTIVE VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
REGISTRANT OFFICERS AND DIRECTORS
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William J. Hannigan Chairman, President and Chief Executive March 26, 2002
----------------------------- Officer (Principal Executive Officer)
William J. Hannigan
/s/ Jeffery M. Jackson Executive Vice President, Chief Financial March 26, 2002
----------------------------- Officer and Treasurer (Principal Financial
Jeffery M. Jackson and Accounting Officer)
/s/ Royce S. Caldwell Director March 26, 2002
-----------------------------
Royce S. Caldwell
/s/ David W. Dorman Director March 26, 2002
-----------------------------
David W. Dorman
/s/ Paul C. Ely, Jr. Director March 26, 2002
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Paul C. Ely, Jr.
/s/ Glenn W. Marschel, Jr. Director March 26, 2002
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Glenn W. Marschel, Jr.
/s/ Bob L. Martin Director March 26, 2002
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Bob L. Martin
/s/ Pamela B. Strobel Director March 26, 2002
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Pamela B. Strobel
/s/ Mary Alice Taylor Director March 26, 2002
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Mary Alice Taylor
/s/ Richard L. Thomas Director March 26, 2002
-----------------------------
Richard L. Thomas
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBITS
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5.1 - Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the
validity of the securities being registered
23.1 - Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See
Exhibit 5.1)
23.3 - Consent of Ernst & Young LLP, Dallas, Texas