UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PRICELINE.COM INCORPORATED
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.008 PER SHARE
(Title of Class of Securities)
741503106
(CUSIP Number)
WILLIAM E. FORD
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
APRIL 1, 1999
(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-1(e), 1(f) or 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 13d-1(a) 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).
<PAGE>
741503106 Page 2 of 14 Pages
- --------- ------------------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners, LLC
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 26,265,105
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
26,265,105
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,265,105
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
18.5%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
741503106 Page 3 of 14 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 48, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 26,265,105
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
26,265,105
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,265,105
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
18.5%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
741503106 Page 4 of 14 Pages
- --------- ------------------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 50, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 26,265,105
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
26,265,105
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,265,105
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
18.5%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
741503106 Page 5 of 14 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
GAP Coinvestment Partners, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 26,265,105
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
26,265,105
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,265,105
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
18.5%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
741503106 Page 6 of 14 Pages
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Item 1. Security and Issuer.
The title of the class of equity securities of Priceline.com
Incorporated, a Delaware corporation (the "Company"), to which this statement
relates is the Company's Common Stock, par value $0.008 per share (the "Common
Stock"). The address of the principal executive office of the Company is Five
High Ridge Park, Stamford, Connecticut 06905.
Item 2. Identity and Background.
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. The members of the group are General Atlantic Partners, LLC, a Delaware
limited liability company ("GAP"), General Atlantic Partners 48, L.P., a
Delaware limited partnership ("GAP 48"), General Atlantic Partners 50, L.P., a
Delaware limited partnership ("GAP 50"), and GAP Coinvestment Partners, L.P., a
New York limited partnership ("GAPCO" and, collectively with GAP, GAP 48 and GAP
50, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza,
Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in
acquiring, holding and disposing of interests in various companies for
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741503106 Page 7 of 14 Pages
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investment purposes. The general partner of each of GAP 48 and GAP 50 is GAP.
The managing members of GAP are Steven A. Denning, Peter L. Bloom, J. Michael
Cline, William E. Ford, William O. Grabe, David C. Hodgson and Franchon M.
Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members
are also the general partners of GAPCO. The business address of each of the GAP
Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the
present principal occupation or employment of each of the GAP Managing Members
is as a managing member of GAP. Each of the GAP Managing Members is a citizen of
the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed as a result of a recent purchase of
shares of Common Stock by GAPCO, as described in Item 5(c), which were acquired
for the aggregate purchase price of $40,000 and the source of which was
contributions from the partners of GAPCO.
Item 4. Purpose of Transaction.
GAPCO acquired the shares of Common Stock for investment purposes and
the Reporting Persons hold shares of Common Stock for investment purposes. From
time to time the Reporting Persons may acquire additional shares of Common Stock
or
<PAGE>
741503106 Page 8 of 14 Pages
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dispose of some or all of the shares of Common Stock owned by them. None of the
Reporting Persons have any other plans which relate to or would result in any of
the items listed in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP, GAP 48, GAP 50 and GAPCO each own of
record no shares of Common Stock, 19,017,552 shares of Common Stock, 1,466,111
shares of Common Stock and 5,781,442 shares of Common Stock, respectively, or
0%, 13.4%, 1.0% and 4.1%, respectively, of the Company's issued and outstanding
shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also the
general partners authorized and empowered to vote and dispose of the securities
held by GAPCO, and that GAP is the general partner of GAP 48 and GAP 50, the
Reporting Persons may be deemed to share voting power and the power to direct
the disposition of the shares of Common Stock which each owns of record.
Accordingly, as of the date hereof, each of the Reporting Persons may be deemed
to own beneficially an aggregate of 26,265,105 shares of Common Stock or 18.5%
of the Company's issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 26,265,105 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) Prior to the purchase of the shares of Common Stock by GAPCO as
described in the following sentence, on April 1, 1999, GAP 48, GAP 50 and GAPCO
owned of record 19,017,552, 1,466,111 and 5,778,942 shares, respectively, of
Common Stock. Upon the closing of the Company's initial public offering on April
1, 1999,
<PAGE>
741503106 Page 9 of 14 Pages
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GAPCO purchased 2,500 shares of Common Stock that were offered in the initial
public offering for $16 per share, for an aggregate purchase price of $40,000.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to the Issuer.
As noted above, the GAP Managing Members are authorized and empowered
to vote and dispose of the securities held by GAPCO, and GAP is authorized and
empowered to vote and dispose of the securities held by GAP 48 and GAP 50.
Accordingly, GAP and the GAP Managing Members may, from time, consult among
themselves and coordinate the voting and disposition of the Company's shares of
Common Stock as well as such other action taken on behalf of the Reporting
Persons with respect to the Company's shares of Common Stock as they deem to be
in the collective interest of the Reporting Persons.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
Exhibit 2: Power of Attorney dated December 30, 1998 appointing Thomas
J. Murphy Attorney-In-Fact for GAP.
Exhibit 3: Power of Attorney dated December 30, 1998 appointing Thomas
J. Murphy Attorney-In-Fact for GAPCO.
<PAGE>
741503106 Page 10 of 14 Pages
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SIGNATURES
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 as of April 6, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 48, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 50, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
741503106 Page 11 of 14 Pages
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EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: April 6, 1999
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 48, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 50, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
741503106 Page 12 of 14 Pages
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GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
741503106 Page 13 of 14 Pages
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EXHIBIT 2
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Limited Liability Company"), by its
Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Limited
Liability Company, as fully to all intents and purposes as a Managing Member
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done. This power of attorney
shall expire on December 31, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
741503106 Page 14 of 14 Pages
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EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
