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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. 5--FINAL AMENDMENT)
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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: $45,166.93 Filing Party: Sabre Holdings Corporation
Travelocity Holdings Sub Inc.
Form or Registration No.: Schedule TO-T and Date Filed: March 5, 2002 ($37,101.40)
Schedule TO-T/A March 18, 2002 ($ 8,065.53)
/ / 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: /X/
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This Amendment No. 5 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission ("SEC") on March 5, 2002, as amended and supplemented by
Amendment No. 1 filed with the SEC on March 18, 2002, Amendment No. 2 filed with
the SEC on March 21, 2002, Amendment No. 3 filed with the SEC on March 26, 2002,
and Amendment No. 4 filed with the SEC on March 29, 2002 (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 ("Shares"), of
Travelocity.com Inc., a Delaware corporation ("Travelocity"), at $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 and supplemented from time
to time, constitute the "Amended Offer"). Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the Offer to
Purchase and the Supplement.
ITEMS 8, 11, AND 13.
The Amended Offer expired at midnight, New York City time, on Friday,
April 5, 2002. Sabre estimates that 14,337,359 Shares, including guaranteed
deliveries, were tendered. The tendered Shares combined with the Shares already
owned by Sabre represent approximately 96 percent of Travelocity's Shares, on an
as-converted basis. Sabre has accepted for payment all validly tendered Shares
and will make prompt payment to the Depositary for the accepted shares. The full
text of the press release issued by Sabre announcing completion of the Amended
Offer is attached as Exhibit (a)(1)(xvi) hereto and incorporated by reference
herein.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding the following
thereto:
(a)(1)(xvi) Press Release issued by Sabre dated April 8, 2002.
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
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Name: James F. Brashear
Title: Corporate Secretary
SABRE HOLDINGS CORPORATION
By: /s/ JAMES F. BRASHEAR
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Name: James F. Brashear
Title: Corporate Secretary
Dated: April 8, 2002
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(1)(xvi) Press Release issued by Sabre dated April 8, 2002.