UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _________)*
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TRAVELOCITY.COM INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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893953109
(CUSIP Number)
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JAMES F. BRASHEAR
CORPORATE SECRETARY
SABRE HOLDINGS CORPORATION
3150 SABRE DRIVE
SOUTHLAKE, TEXAS 76092
(682) 605-1000
with a copy to:
CHARLES M. NATHAN, ESQ.
LATHAM & WATKINS
885 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 906-1200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
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APRIL 8, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-(1)(f) or 13d-1(g), check the following
box /_/.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 893953109
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sabre Holdings Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) /_/
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
WC, AF (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
See Item 5
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
See Item 5
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
/_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
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14 TYPE OF REPORTING PERSON *
CO (corporation)
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $.001 per share (the "Shares"), of Travelocity.com Inc.,
a Delaware corporation ("Travelocity"). Travelocity has its principal executive
offices at 15100 Trinity Boulevard, Fort Worth, Texas 76155.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by Sabre Holdings Corporation, a
Delaware corporation ("Sabre").
(b) The principal business office of Sabre is 3150 Sabre Drive,
Southlake, Texas 76092. The name, business address, and principal occupation or
employment of the executive officers and directors of Sabre are set forth on
Schedule I hereto.
(c) Sabre is a publicly traded holding company which applies
information technology to meet the needs of the travel and transportation
industries.
(d) During the five years prior to the date hereof, neither Sabre nor,
to the best knowledge of Sabre, any person listed on Schedule I has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the five years prior to the date hereof, neither Sabre nor,
to the best knowledge of Sabre, any person listed on Schedule I has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Sabre is organized under the laws of Delaware, and each person
listed on Schedule I is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Sabre estimates that the total amount of funds required to purchase all
of the outstanding Shares (other than those already owned by Sabre) pursuant to
the Offer and the Merger (each as defined below) and to pay related fees and
expenses is approximately $481 million. Sabre obtained these funds from cash on
hand and working capital, including ordinary course intercompany borrowings from
Sabre affiliates.
ITEM 4. PURPOSE OF TRANSACTION.
As described in the Tender Offer Statement and Schedule 13E-3
Transaction Statement on Schedule TO filed by Sabre and Travelocity Holdings Sub
Inc. ("Purchaser") with the Securities and Exchange Commission (the "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,
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Amendment No. 4 filed with the SEC on March 29, 2002 and Amendment No. 5
filed with the SEC on April 8, 2002 (as amended, the "Schedule TO"), Sabre
commenced the tender offer (the "Offer") to acquire as many outstanding
Shares as possible as a first step in acquiring the entire equity interest in
Travelocity.
After completion of the Offer, at which time Purchaser owned in
excess of 90% of the outstanding Shares on an as-converted basis (treating as
outstanding Shares issuable upon the exercise of option at $28.00 or less as
of April 2002), on April 11, 2002, Purchaser merged with and into Travelocity
through a short-form merger (the "Merger"). In the Merger, each outstanding
Share not owned by Sabre or Travelocity was converted into the right to
receive the same consideration paid in the Offer, without interest, subject
to the rights of holders of such Shares to seek appraisal of the fair value
of such Shares pursuant to Section 262 of the General Corporation Law of the
State of Delaware. As a result of the Offer and the Merger, Travelocity
became an indirect wholly owned subsidiary of Sabre. As of the close of
business on April 11, 2002, the Shares no longer trade publicly on any
national securities exchange and cease to be authorized to be quoted on any
inter-dealer quotation system of a registered national securities
association. Furthermore, Travelocity intends to file a Form 15 with the SEC
terminating its registration pursuant to the Securities Exchange Act of 1934,
as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Following the Offer and the Merger, Sabre indirectly beneficially
owns all of the Shares.
(b) Following the Merger, Travelocity became an indirect wholly owned
subsidiary of Sabre.
(c) Except as otherwise set forth in the Schedule TO, no person
described in Item 2 has acquired or disposed of any Shares during the past
sixty days. No person, other than as reported in this Schedule 13D with
respect to Sabre, beneficially owns any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise disclosed, there are no contracts, arrangements,
understandings or relationships with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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After reasonable 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.
SABRE HOLDINGS CORPORATION
By: /s/ James F. Brashear
---------------------------------
Name: James F. Brashear
Title: Corporate Secretary
Dated: April 12, 2002
SCHEDULE I
The following tables set forth the name, business address,
present principal occupation, and principal business and address of any
corporation or other organization in which the employment or occupation is
conducted. Unless otherwise specified, each person listed below is a citizen of
the United States and has his or her principal business address at 3150 Sabre
Drive, Southlake, Texas 76092.
EXECUTIVE OFFICERS
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
----- --------------------------------------------------
William J. Hannigan.............................. Mr. Hannigan is Chairman of the Board of Directors
and Chief Executive Officer.
Jeffery M. Jackson............................... Mr. Jackson is Executive Vice President, Chief
Financial Officer and Treasurer.
David A. Schwarte................................ Mr. Schwarte is Executive Vice President and
General Counsel.
Eric J. Speck.................................... Mr. Speck is Executive Vice President.
James F. Brashear................................ Mr. Brashear is Corporate Secretary.
DIRECTORS
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
----- --------------------------------------------------
William J. Hannigan.............................. Mr. Hannigan is Chairman of the Board of Directors
and Chief Executive Officer of Sabre Holdings
Corporation.
Royce S. Caldwell................................ Mr. Caldwell is a retired Vice Chairman of SBC
No Business Address Communications Inc.
Paul C. Ely, Jr.................................. Mr. Ely is President of Santa Cruz Yachts.
President
Santa Cruz Yachts
3 Alexis Court
Menlo Park, CA 94025
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PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
----- --------------------------------------------------
Glenn W. Marschel, Jr............................ Mr. Marschel is President and Chief Financial
President and Chief Executive Officer Officer of NetNumber.com, Inc.
NetNumber.com, Inc.
650 Suffolk Street, Ste. 307
Lowell, MA 01854
David W. Dorman.................................. Mr. Dorman is President of AT&T Corporation.
President
AT&T Corporation
295 North Maple Ave., Rm 4342L1
Basking Ridge, NJ 07920
Bob L. Martin.................................... Mr. Martin is an independent business executive.
No Business Address
Pamela B. Strobel................................ Mr. Strobel is President and Chief Executive
President and Chief Executive Officer Officer of Exelon Energy Delivery; Executive Vice
Exelon Energy Delivery President of Exelon Corporation; and Vice Chair of
10 South Dearborn Street, ComEd.
37th Floor
Chicago, IL 60690-3005
Mary Alice Taylor................................ Ms. Taylor is an independent business consultant.
No Business Address
Richard L. Thomas................................ Mr. Thomas is retired Chairman of First Chicago
First Chicago NBD Corporation NBD Corporation.
1 Bank One Plaza,
Mail Code IL1-0158
Chicago, IL 60670-0518
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