UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
-----------------------
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)
-----------------------
August 17, 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).
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741503106 Page 2 of 11 Pages
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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 25,491,834
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,491,834
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,491,834
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
17.5%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
741503106 Page 3 of 11 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 25,491,834
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,491,834
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,491,834
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
17.5%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
741503106 Page 4 of 11 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 25,491,834
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,491,834
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,491,834
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
17.5%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
741503106 Page 5 of 11 Pages
- --------- ------------------
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 25,491,834
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,491,834
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,491,834
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
17.5%
14 Type of Reporting Person (See Instructions)
PN
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741503106 Page 6 of 11 Pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this "Amendment") is filed by the
undersigned to amend and supplement the Schedule 13D, dated as of April 1, 1999,
with respect to the shares of common stock, par value $ 0.008 per share (the
"Common Stock"), of Priceline.com Incorporated a Delaware Corporation (the
"Company").
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 amendment
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 amendment 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
investment purposes. The general partner of each of GAP 48 and GAP 50 is GAP.
The
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741503106 Page 7 of 11 Pages
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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.
Not applicable.
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 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.
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741503106 Page 8 of 11 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, GAP, GAP 48, GAP 50 and GAPCO each
own of record no shares of Common Stock, 18,398,937 shares of Common Stock,
1,466,111 shares of Common Stock and 5,626,786 shares of Common Stock,
respectively, or 0%, 12.6%, 1.0% and 3.9%, 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 25,491,834 shares of Common Stock or 17.5%
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 25,491,834
shares of Common Stock that may be deemed to be owned beneficially by each of
them.
(c) On August 17, 1999, in a secondary offering of shares of
Common Stock by the Company, GAP 48 sold an aggregate of 518,600 shares of
Common Stock, at a price per share of $64.49, for an aggregate purchase price of
$33,443,217.50. GAPCO sold an aggregate of 129,650 shares of Common Stock, at a
price per share of $64.49, for an aggregate purchase price of $8,360,804.38.
Also, on August 17, 1999, in connection with the exercise by the several
underwriters of their overallotment option with
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741503106 Page 9 of 11 Pages
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respect to such secondary offering, GAP 48 sold an aggregate of 100,015 shares
of Common Stock, at a price per share of $64.49, for an aggregate purchase price
of $6,449,717.32. GAPCO also sold in connection with the overallotment option an
aggregate of 25,004 shares of Common Stock, at a price per share of $64.49, for
an aggregate purchase price of $1,612,445.45.
(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.
Unchanged.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Incorporate by reference the 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, filed as Exhibit 1
to the Schedule 13D, dated as of April 1, 1999.
Exhibit 2: Incorporate by reference the power of attorney
dated December 30, 1998 appointing Thomas J. Murphy
Attorney-In-Fact for GAP, filed as Exhibit 2 to the
Schedule 13D dated as of April 1, 1999.
Exhibit 3: Incorporate by reference the power of attorney
dated December 30, 1998 appointing Thomas J. Murphy
Attorney-In-Fact for GAPCO, filed as Exhibit 3 to
the Schedule 13D dated as of April 1, 1999.
Exhibit 4: Incorporated by reference the form of
Underwriting Agreement among Priceline.com
Incorporated, General Atlantic Partners, LLC,
General Atlantic Partners 48, L.P., General Atlantic
Partners 50, L.P. and GAP
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741503106 Page 10 of 11 Pages
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Coinvestment Partners, L.P. certain underwriters
named therein and certain other selling stockholders
named therein filed as Exhibit 1.1 to the Company's
S-1 Amendment No. 3 dated August 11, 1999 (Reg. No.
333-83513).
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741503106 Page 11 of 11 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 August 17, 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
