Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667
February 11, 2005
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sir or Madame:
Re: Filing of Schedule 13G - Sabre Holdings Corporation
Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.
Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.
Sincerely,
Jeffrey A. Ruiz
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
Sabre Holdings Corporation
---------------------------------------
NAME OF ISSUER:
Common Stock ($0.001 Par Value)
---------------------------------------
TITLE OF CLASS OF SECURITIES
785905100
---------------------------------------
CUSIP NUMBER
December 31, 2004
---------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 6,882,100
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 6,882,100
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,882,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.08%
12. TYPE OF REPORTING PERSON
HC, CO,
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this amended filing reflects the securities beneficially owned by
the Private Clients and Asset Management business group ("PCAM") of
Deutsche Bank AG and its subsidiaries and affiliates (collectively,
"DBAG"). This filing does not reflect securities, if any, beneficially
owned by any other business group of DBAG. Consistent with Rule 13d-4 under
the Securities Exchange Act of 1934 ("Act"), this filing shall not be
construed as an admission that PCAM is, for purposes of Section 13(d) under
the Act, the beneficial owner of any securities covered by the filing.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Asset Management International GmbH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 44,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 44,000
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON
IA, CO,
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Asset Management Investmentgesellschaft mbH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 42,300
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 42,300
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON
IA, CO,
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DWS Holding & Service GmbH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 6,780,800
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 6,780,800
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,780,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
12. TYPE OF REPORTING PERSON
IA, CO,
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank Investment Managers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 15,000
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON
IA, CO,
Item 1(a). Name of Issuer:
Sabre Holdings Corporation (the Issuer)
Item 1(b). Address of Issuer's Principal Executive Offices:
3150 Sabre Drive, Southlake, Texas 76092
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG,
("Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock, $0.001 par value
("Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act;
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
Deutsche Asset Management International GmbH
Deutsche Asset Management Investmentgesellschaft mbH
DWS Holding & Service GmbH
Deutsche Bank Investment Managers, Inc.
(f) [ ] An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [X] Parent holding company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G);
Deutsche Bank AG
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock as
set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common Stock
as set forth on the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or direct
the vote of the Common Stock as set forth on the cover
page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth on the
cover page.
(iii) sole power to dispose or to direct the disposition of:
The Reporting Person has the sole power to dispose or
direct the disposition of the Common Stock as set forth
on the cover page.
(iv) shared power to dispose or to direct the disposition of:
The Reporting Person has the shared power to dispose or
direct the disposition of the Common Stock as set forth
on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Subsidiary Item 3 Classification
Deutsche Asset Management International Investment Advisor
GmbH
Deutsche Asset Management Investment Advisor
Investmentgesellschaft mbH
DWS Holding & Service GmbH Investment Advisor
Deutsche Bank Investment Managers, Inc. Investment Advisor
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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.
Dated: 2/11/05
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Associate
SIGNATURE
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.
Dated: 2/11/05
Deutsche Asset Management International GmbH
By: /s/ Ralph Ring
Name: Ralph Ring
Title: Compliance Officer
By: /s/ Susan Seidel
Name: Susan Seidel
Title: Deputy Compliance Officer
SIGNATURE
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.
Dated: 2/11/05
Deutsche Asset Management Investmentgesellschaft mbH
By: /s/ Ralph Ring
Name: Ralph Ring
Title: Compliance Officer
By: /s/ Susan Seidel
Name: Susan Seidel
Title: Deputy Compliance Officer
SIGNATURE
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.
Dated: 2/11/05
DWS Holding & Service GmbH
By: /s/ Ralph Ring
Name: Ralph Ring
Title: Compliance Officer
By: /s/ Susan Seidel
Name: Susan Seidel
Title: Deputy Compliance Officer
SIGNATURE
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.
Dated: 2/11/05
Deutsche Bank Investment Managers, Inc.
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President