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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Amendment No. 3)
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)
-----------------------
February 8, 2000
(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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Page 1 of 17 Pages
<PAGE>
- ------------------------ -------------------------
741503106 Page 2 of 17 Pages
- ------------------------ -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX 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 17,418,079
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,418,079
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,418,079
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE>
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741503106 Page 3 of 17 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 48, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX 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 17,418,079
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,418,079
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,418,079
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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741503106 Page 4 of 17 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 50, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX 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 17,418,079
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,418,079
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,418,079
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
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741503106 Page 5 of 17 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX 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 17,418,079
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,418,079
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,418,079
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
741503106 Page 6 of 17 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is filed
by the undersigned to amend and supplement the Schedule 13D, dated as of April
1, 1999 (the "Original 13D"), as amended by Amendment No. 1 thereto, dated as of
August 17, 1999 ("Amendment No. 1"), and Amendment No. 2 thereto, dated as of
January 14, 2000 ("Amendment No. 2"), 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
No. 3 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 No. 3 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
<PAGE>
741503106 Page 7 of 17 Pages
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 managing members of GAP are Steven A. Denning, Peter L.
Bloom, William E. Ford, William O. Grabe, David C. Hodgson, Matthew Nimetz,
Clifton S. Robbins 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 Amendment No. 3 is being filed as a result of recent sales of
shares of Common Stock by GAP 48, GAP 50 and GAPCO, as described in Item 5(c).
Item 4. Purpose of Transaction.
The Reporting Persons have no present intention to sell any of the
remaining shares of Common Stock owned by them, although in the future they may,
from time to time, determine to dispose of some or all of such shares or to
acquire additional
<PAGE>
741503106 Page 8 of 17 Pages
shares of Common Stock. None of the Reporting Persons has 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.
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, 12,315,252 shares of Common Stock, 982,666
shares of Common Stock and 4,120,161 shares of Common Stock, respectively, or
0%, 8.4%, 0.7% and 2.8%, respectively, of the Company's issue 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 17,418,079 shares of Common Stock or 11.9%
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 17,418,079 shares
of Common Stock that may be deemed to be owned beneficially by each of them.
(c) On February 8, 2000, (i) GAP 48 sold an aggregate of 2,378,899
shares of Common Stock, at a net price per share of $56.3075, for an aggregate
purchase price of $133,949,855, (ii) GAP 50 sold an aggregate of 188,231 shares
of Common Stock, at a net price per share of $56.3075, for an aggregate purchase
price of
<PAGE>
741503106 Page 9 of 17 Pages
$10,598,817 and (iii) GAPCO sold an aggregate of 447,957 shares of Common Stock,
at a net price per share of $56.3075, for an aggregate net purchase price of
$25,223,339, and distributed 58,668 shares of Common Stock to partners.
(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.
GAP 48, GAP 50 and GAPCO are each party to a letter agreement with
Morgan Stanley Dean Witter ("Morgan Stanley"), dated January 10, 2000 (the
"Lock- Up Letters"), which extend to May 8, 2000 the restrictions on sale,
disposition and certain other transactions imposed by the Underwriting
Agreement, dated August 9, 1999 (the "Underwriting Agreement") and otherwise
imposed in connection with the Company's public offering of shares of Common
Stock in August of 1999. Notwithstanding the extension of such restrictions, the
Lock-Up Letters also permit up to 15% of the shares of Common Stock held by each
of GAP 48, GAP 50 and GAPCO (the "Released Shares") to be released from such
restrictions described above, commencing February 8, 2000. The Lock-Up Letters
are attached hereto as Exhibits 4, 5 and 6, respectively. The Underwriting
Agreement is incorporated by reference on Exhibit 8 hereto.
In addition, on February 7, 2000, GAP 48, GAP 50 and GAPCO received
a letter from Morgan Stanley which permits GAP 48, GAP 50 and GAPCO to
re-allocate the Released Shares among themselves, without changing the aggregate
number of such Released Shares. Such letter is attached as Exhibit 7 hereto.
<PAGE>
741503106 Page 10 of 17 Pages
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: Power of attorney dated December 22, 1999
appointing Thomas J. Murphy Attorney-In -Fact
for GAP.
Exhibit 3: Power of attorney dated December 22, 1999
appointing Thomas J. Murphy Attorney-In-Fact for
GAPCO.
Exhibit 4: Lock-Up Letter, dated January 10, 2000, between
GAP 48 and Morgan Stanley.
Exhibit 5: Lock-Up Letter, dated January 10, 2000, between
GAP 50 and Morgan Stanley.
Exhibit 6: Lock-Up Letter, dated January 10, 2000, between
GAPCO and Morgan Stanley.
Exhibit 7: Letter agreement, dated February 7, 2000, among
GAP 48, GAP 50, GAPCO and Morgan Stanley.
Exhibit 8: Incorporate by reference the form of
Underwriting Agreement among Priceline.com
Incorporated, General Atlantic Partners, LLC,
GAP 48, GAP 50, GAPCO, certain underwriting
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).
<PAGE>
741503106 Page 11 of 17 Pages
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 February 9, 2000.
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
741503106 Page 12 of 17 Pages
EXHIBIT 2
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
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
Executive 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 221
Old King's Highway North, Darien, CT 06820, 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 of the Limited Liability Company 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, 2000.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Executive Managing Member
STATE OF Connecticut)
:ss
COUNTY OF Fairfield)
On the 22nd day of December 1999, 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
- -----------------
Sheila Hughes
741503106 Page 13 of 17 Pages
EXHIBIT 3
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a New York
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 221 Old King's
Highway North, Darien, CT 06820, 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 of the Partnership 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, 2000.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Managing General Partner
STATE OF Connecticut)
: ss.
COUNTY OF Fairfield)
On the 22nd day of December 1999, 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
- -----------------
Sheila Hughes
741503106 Page 14 of 17 Pages
EXHIBIT 4
January 10, 2000
General Atlantic Partners 48, L.P.
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06380
Ladies and Gentlemen:
You agreed in Section 3 of the Underwriting Agreement dated August
11, 1999 (the "Underwriting Agreement") among priceline.com Incorporated, the
selling shareholders and the underwriters to restrict your right to sell,
dispose and engage in certain other transactions in the common stock and common
stock equivalents of priceline.com for a 180 day period. We are writing to
release you from the restrictions set forth in the Underwriting Agreement with
respect to the sale of 3,704,786 shares of common stock of priceline.com.
This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the
common stock and common stock equivalents of priceline.com in the Underwriting
Agreement shall be extended through the period ending on May 8, 2000, except
that you may sell, distribute, transfer or dispose of up to 15% of the common
stock of priceline.com you own after giving effect to the sale permitted by this
letter beginning on February 8, 2000.
We have been advised by priceline.com that you will own 14,694,151
shares of common stock of priceline.com after giving effect to the sale
permitted by this letter. Please sign below to acknowledge your acceptance of
the terms of the release and the extension of the restrictions.
Very truly yours,
By: /s/ William J. Sanders
----------------------
William J. Sanders
Managing Director
Accepted by:
General Atlantic Partners 48, L.P.
By: General Atlantic Partners, LLC, its general partner
By: /s/ William E. Ford
-------------------
William E. Ford
Managing Member
741503106 Page 15 of 17 Pages
EXHIBIT 5
January 10, 2000
General Atlantic Partners 50, L.P.
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06380
Ladies and Gentlemen:
In connection with the August 1999 public offering of 4.5 million
shares of common stock of priceline.com Incorporated, you agreed in a letter
dated August 9, 1999 (the "Lock-Up Letter") to restrict your right to sell,
dispose and engage in certain other transactions in the common stock and common
stock equivalents of priceline.com during the period beginning on August 9, 1999
and ending 180 days after the date of the final prospectus relating to the
offering. We are writing to release you from the restrictions set forth in the
Lock-Up Letter with respect to the sale of 295,214 shares of common stock of
priceline.com.
This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the
common stock and common stock equivalents of priceline.com in the Lock-Up Letter
shall be extended through the period ending on May 8, 2000, except that you may
sell, distribute, transfer or dispose of up to 15% of the common stock of
priceline.com you own after giving effect to the sale permitted by this letter
beginning on February 8, 2000.
We have been advised by priceline.com that you will own 1,170,897
shares of common stock of priceline.com after giving effect to the sale
permitted by this letter. Please sign below to acknowledge your acceptance of
the terms of the release and the extension of the restrictions.
Very truly yours,
By: /s/ William J. Sanders
----------------------
William J. Sanders
Managing Director
Accepted by:
General Atlantic Partners 50, L.P.
By: General Atlantic Partners, LLC, its general partner
By: /s/ William E. Ford
-------------------
William E. Ford
Managing Member
741503106 Page 16 of 17 Pages
EXHIBIT 6
January 10, 2000
GAP Coinvestment Partners, L.P.
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06380
Ladies and Gentlemen:
You agreed in Section 3 of the Underwriting Agreement dated August
11, 1999 (the "Underwriting Agreement") among priceline.com Incorporated, the
selling shareholders and the underwriters to restrict your right to sell,
dispose and engage in certain other transactions in the common stock and common
stock equivalents of priceline.com for a 180 day period. We are writing to
release you from the restrictions set forth in the Underwriting Agreement with
respect to the sale of 1,000,000 shares of common shares of priceline.com.
This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the
common stock and common stock equivalents of priceline.com in the Underwriting
Agreement shall be extended through the period ending on May 8, 2000, except
that you may sell, distribute, transfer or dispose of up to 15% of the common
stock of priceline.com you own after giving effect to the sale permitted by this
letter beginning on February 8, 2000.
We have been advised by priceline.com that you will own 4,626,786
shares of common stock of priceline.com after giving effect to the sale
permitted by this letter. Please sign below to acknowledge your acceptance of
the terms of the release and the extension of the restrictions.
Very truly yours,
By: /s/ William J. Sanders
----------------------
William J. Sanders
Managing Director
Accepted by:
GAP Coinvestment Partners, L.P.
By: /s/ William E. Ford
-------------------
William E. Ford
General Partner
741503106 Page 17 of 17 Pages
EXHIBIT 7
February 7, 2000
General Atlantic Partners 48, L.P.
General Atlantic Partners 50, L.P.
GAP Coinvestment Partners, L.P.
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06380
Ladies and Gentlemen:
In separate letters dated January 10, 2000, each of you agreed to
extend the restrictions on your right to sell, dispose or engage in certain
other transactions in the common stock and common stock equivalents of
priceline.com Incorporated through the period ending on May 8, 2000. At the same
time, in those separate letters, we agreed to an immediate release for sale of a
total of 5,000,000 shares of common stock of priceline.com by you collectively
as specified in those letters. In addition, we agreed that beginning on February
8, 2000 each of you would be permitted to sell, distribute, transfer or dispose
of up to 15% of the remaining shares of common stock of priceline.com you each
owned after giving effect to the sale of the 5,000,000 shares of common stock of
priceline.com permitted by the January 10 releases.
We now agree that you may reallocate the sales, distributions,
transfers and dispositions that are permitted beginning on February 8, 2000
among yourselves so long as the aggregate number of shares to be sold,
distributed, transferred and disposed by you collectively does not exceed 15% of
the aggregate number of remaining shares of common stock of priceline.com that
you collectively own after giving effect to the sale of the 5,000,000 shares
permitted by the January 10 releases.
Very truly yours,
By: /s/ William J. Sanders
----------------------
William J. Sanders
Managing Director
