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As filed with the Securities and Exchange Commission on
October 21, 1996
Registration No. 333-
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
THE SABRE GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2662240
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4255 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
THE SABRE GROUP HOLDINGS, INC.
1996 DIRECTORS STOCK INCENTIVE PLAN
(Full Title of Plan)
________
Michael J. Durham Copy Andrew B. Steinberg
President and Chief Executive to: Senior Vice President,
Officer General
The SABRE Group Holdings, Inc. Counsel and Corporate
4255 Amon Carter Boulevard Secretary
Fort Worth, Texas 76155 The SABRE Group
(817) 931-7300 Holdings, Inc.
(Name and Address including 4255 Amon Carter
Zip Code, and Telephone Boulevard
Number, including Area Code, Fort Worth, Texas 76155
of Agent for Service) (817) 931-7300
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered(1) Offering Aggregate
Registered Price per Offering Fee(2)
Share (2) Price (1)(2)
Class A 350,000 $31.94 $11,179,000 $3,388
Common Stock, Shares
$.01 par
value
(1) There are also registered hereby such indeterminate
number of shares of Class A Common Stock as may be
issuable by reason of operation of anti-dilution
provisions of the Directors Stock Incentive Plan
described herein.
(2) Calculated pursuant to Rule 457(h), based on the
average of the high and low prices for the Class A
Common Stock on October 16, 1996, as reported in a
summary of composite transactions on the New York Stock
Exchange.
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part 1 to be contained in the
Section 10(a) prospectus is omitted from the
registration statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the
Note to Part 1 of Form S-8.
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated by
reference in this registration statement.
(1) The Registrant's latest prospectus filed with
the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act on October 11, 1996
(the "Prospectus").
(2) The description of the Registrant's Class A
Common Stock contained in the Registrant's Registration
Statement on Form 8-A, as filed with the Securities and
Exchange Commission on September 14, 1996, which
incorporated by reference the section titled
"Description of Capital Stock" contained in the
Prospectus filed as part of the Registrant's
registration statement on Form S-1 (Registration No.
333-09747).
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
Andrew B. Steinberg has rendered an opinion as to the
legality of the Class A Common Stock being registered
hereby. Mr. Steinberg is the Senior Vice President, General
Counsel and Corporate Secretary of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") provides that a Delaware
corporation may indemnify directors and officers and certain
other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any such person in
connection with any threatened, pending or completed action,
suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because
such person is a director or officer of the corporation, if
such person acted in good faith and in a manner that such
person reasonably
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believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. No indemnification shall be
made to an officer or director or other qualified individual
if such person shall have been adjudged to be liable to the
corporation unless such person acted in good faith and in a
manner that such person reasonably believed to be in or not
opposed to the best interest of the corporation and only to
the extent the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought,
determines that despite the adjudication of liability such
person is fairly and reasonably entitled to such
indemnification. If such person is successful on the merits
or otherwise in defense of any action, then Section 145
provides that such person shall be indemnified against
expenses including attorneys' fees actually and reasonably
incurred by that person in connection therewith. Section
102(b)(7) of the DGCL provides that the liability of a
director may not be limited or eliminated for the breach of
such director's duty of loyalty to the corporation or its
stockholders, for such director's intentional acts or
omissions not in good faith, for such director's concurrence
in or vote for an unlawful payment of a dividend or unlawful
stock purchase or redemption or for any improper personal
benefit derived by the director from any transaction.
The Registrant's Bylaws provide that the Registrant
will indemnify any person who was or is a party (or is
threatened to be made a party) to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he or she is or was or has agreed to serve at the
request of the Registrant as a director or officer of the
Registrant, or is or was serving or has agreed to serve at
the request of the Registrant as a director or officer of
another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity. The Registrant's
Bylaws further provide that the Registrant may indemnify any
person who was or is a party (or is threatened to be made a
party) to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or
was or has agreed to become an employee or agent of the
Registrant, or is or was serving or has agreed to serve at
the request of the Registrant as an employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity.
The indemnification referred to in the preceding
paragraph will be from and against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the
indemnitee or on his or her behalf in connection with such
action, suit or proceeding and any appeal therefrom.
However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any
criminal action, suit or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. Notwithstanding
the preceding two sentences, in the case of an action or
suit by or in the right of the Registrant to procure a
judgment in its favor (a) the indemnification referred to in
this paragraph will be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such
person in the defense or settlement of such action or suit,
and (b) no indemnification will be made in respect of any
claim, issue or matter as to which such person will have
been adjudged to be liable to the Registrant unless, and
only to the extent that, the Delaware Court of Chancery (or
the court in which such action or suit was brought)
determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of
Chancery (or such other court) deems proper. To the extent
that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above
or in defense of any claim, issue or matter therein, he or
she will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or
her in connection
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therewith. Expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding
will be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer
to repay such amount if it will ultimately be determined
that he or she is not entitled to be indemnified by the
Registrant. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
The indemnification described in the preceding two
paragraphs will not be deemed exclusive of any other rights
to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding
such office, will continue as to a person who has ceased to
be a director, officer, employee or agent and will inure to
the benefit of the heirs, executors and administrators of
such a person.
The Registrant will purchase and maintain insurance on
behalf of any person who is or was or has agreed to serve at
the request of the Registrant as a director or officer of
the Registrant, or is or was serving at the request of the
Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against, and incurred by, him
or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the
Registrant would have the power to indemnify him or her
against such liability under the provisions of the Bylaws;
provided, however, such insurance must be available on
acceptable terms, which determination shall be made by a
vote of a majority of the board of directors of the
Registrant.
Item 8. Exhibits.
4.1 The SABRE Group Holdings, Inc. 1996 Directors Stock
Incentive Plan
5.1 Opinion of Andrew B. Steinberg, Senior Vice President,
General Counsel and Corporate Secretary of the
Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Andrew B. Steinberg (included as part of
Exhibit 5.1)
24.1 Powers of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered
hereby, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement;
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(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in
this registration statement or any material
change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirement for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State
of Texas, on this 17th day of October, 1996.
THE SABRE GROUP HOLDINGS, INC.
By: /s/ Michael J. Durham
Michael J. Durham
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
Signatures Title
ROBERT L. CRANDALL Chairman of the
Board of Directors
MICHAEL J. DURHAM President, Chief
Executive Officer
and Director
(Principal
Executive Officer)
T. PATRICK KELLY Senior Vice By: /s/ Michael J.
President, Chief Durham
Financial Officer Michael J.
and Treasurer Durham
(Principal Attorney-in-
Financial Officer Fact
and Principal
Accounting Officer) Date: October 17,
1996
GERARD J. ARPEY Director
ANNE H. MCNAMARA Director
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EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered
Page
4.1 The SABRE Group Holdings, Inc. 1996 8
Directors Stock Incentive Plan
5.1 Opinion of Andrew B. Steinberg, 15
Senior Vice President, General Counsel
and Corporate Secretary of the
Registrant
23.1 Consent of Ernst & Young LLP 16
23.2 Consent of Andrew B. Steinberg
(included in Exhibit 5.1)
24.1 Powers of Attorney 17
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Exhibit 4.1
THE SABRE GROUP HOLDINGS, INC.
1996 DIRECTORS STOCK INCENTIVE PLAN
1. Purposes
The purposes of The SABRE Group Holdings, Inc.
Directors Stock Incentive Plan, as amended, (the "Plan") are
to enable The SABRE Group Holdings, Inc. (the "Company") to
attract, retain and motivate the best qualified directors
and to enhance a long-term mutuality of interest between the
directors and stockholders of the Company by providing the
directors with a direct economic interest in the Common
Stock of the Company.
2. Definitions
Unless the context requires otherwise, the following
words as used in the Plan shall have the meanings ascribed
to each below, it being understood that masculine, feminine
and neuter pronouns are used interchangeably, and that each
comprehends the others.
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Change in Control" shall mean the occurrence of
any of the following:
(i) When any "person" as defined in Section
3(a)(9) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") and as used in Sections
13(d) and 14(d) thereof, including a "group" as defined
in Section 13(d) of the Exchange Act but excluding the
Company and any subsidiary and any employee benefit
plan sponsored or maintained by the Parent, the
Company or any subsidiary (including any trustee of
such plan acting as trustee), directly or indirectly,
becomes the "beneficial owner" (as defined in Rule 13d-
3 under the Exchange Act) of securities of the Company
representing 20 percent or more of the combined voting
power of the Company's then outstanding securities; or
(ii) When during any period of 24 consecutive
months during the existence of the Plan, the
individuals who, at the beginning of such period,
constitute the Board (the "Incumbent Directors") cease
for any reason other than death to constitute at least
a majority thereof, provided, however, that a director
who was not a director at the beginning of such 24-
month period shall be deemed to have satisfied such 24-
month requirement (and be an Incumbent Director) if
such director was elected by, or on the recommendation
of, or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors
either actually (because they were directors at the
beginning of such 24-month period) or by prior
operation of this paragraph; or
(iii) The occurrence of a transaction
requiring stockholder approval for the acquisition of
the Company by an entity other than the Company or a
subsidiary through purchase of assets, or by merger, or
otherwise.
(iv) Notwithstanding anything else contained
herein to the contrary, in no event shall a Change of
Control be deemed to occur solely by reason of (i) a
distribution to the Parent's shareholders, whether as
dividend or otherwise, of all or any portion of the Stock or
any other voting securities of the Company held, directly or
indirectly, by the Parent or (ii) a sale of all or any
portion of the Stock or any other
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voting securities of the Company held, directly or
indirectly, by the Parent in an underwritten public
offering.
(c) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(d) "Common Stock" shall mean the Class A common stock
of the Company, par value $.01, any common stock into which
such common stock may be changed, and any common stock
resulting from any reclassification of such common stock.
(e) "Disability" means disability as determined under
procedures established by the Board for purposes of the
Plan.
(f) "Eligible Director" shall mean a director of the
Company who is not an officer or employee of the Parent,
Company or any of their subsidiaries.
(g) "Fair Market Value" as of any given date shall
mean the mean between the highest and lowest quoted selling
prices, regular way, of a Share on the New York Stock
Exchange on such date or, if no Shares are sold on such
date, on the last preceding business day on which any such
sale was reported.
(h) "New Director" shall mean an Eligible Director who
is first elected to the Board after the effective date of
the Plan.
(i) "Parent" shall mean AMR Corporation or any
successor in interest thereto.
(j) "Share" or "Stock" shall mean a share of Common
Stock.
(k) "Stock Option" shall mean an option or right to
purchase shares of the Common Stock pursuant to the
provisions of the Plan.
3. Effective Date
The effective date of the Plan shall be October 9,
1996.
4. Administration
(a) Powers of the Board. This Plan shall be admini
stered by the Board. The Board may delegate its powers and
functions hereunder to a duly appointed committee of the
Board. The Board shall have full authority to interpret
this Plan; to establish, amend and rescind rules for carry
ing out this Plan; to administer this Plan; and to make all
other determinations and to take such steps in connection
with this Plan as the Board, in its discretion, deems
necessary or desirable for administering this Plan.
(b) Delegation. The Board may designate the Corporate
Secretary of the Company, other officers or employees of the
Company or competent professional advisors to assist the
Board in the administration of this Plan, and may grant
authority to such persons to execute agreements or other
documents on its behalf.
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(c) Agents and Indemnification. The Board may employ
such legal counsel, consultants and agents as it may deem
desirable for the administration of this Plan, and may rely
upon any opinion received from any such counsel or consul
tant or agent. No member or former member of the Board or
any committee thereof or any person designated pursuant to
paragraph (b) above shall be liable for any action or deter
mination made in good faith with respect to this Plan. To
the maximum extent permitted by applicable law and the
Company's Certificate of Incorporation and Bylaws, each
member or former member of the Board or any committee
thereof or any person designated pursuant to (b) above shall
be indemnified and held harmless by the Company against any
cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the
approval of the Company) arising from any act, or omission
to act, in connection with this Plan, unless arising from
such person's own fraud or bad faith. Such indemnification
shall be in addition to any rights of indemnification the
person may have as a director, officer or employee or under
the Company's Certificate of Incorporation or Bylaws.
Expenses incurred by the Board in the engagement of any such
counsel, consultant or agent shall be paid by the Company.
5. Shares; Adjustment Upon Certain Events
(a) Shares Available. Shares delivered pursuant to
the exercise of Stock Options awarded under this Plan shall
be made available, at the discretion of the Board, either
from authorized but unissued Shares or from issued Shares
reacquired by the Company. During the term of the Plan,
Stock Options may be granted as to a maximum of 350,000
Shares, except as provided in this Section.
(b) No Limit on Corporate Action. The existence of
this Plan and the Stock Options granted hereunder shall not
affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change
in the Company's capital structure or its business, any
merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or
affecting Common Stock, the dissolution or liquidation of
the Company or any sale or transfer of all or part of its
assets or business, or any other corporate act or
proceeding.
(c) Recapitalization and Similar Events. The Stock
Options awarded under Sections 7 and 8 relate to Shares of
Common Stock as presently constituted, but if and whenever
the Company shall effect a subdivision, reorganization,
recapitalization or consolidation of Shares, the number and
kind of Stock Options awarded under Sections 7 and 8 and
the aggregate number and kind of Shares issuable under the
Plan shall be proportionately adjusted by the Board.
(d) No Adjustment If Value Received. Except as here
inbefore expressly provided, the issuance by the Company of
shares of stock of any class of securities convertible into
shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares
or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of Stock Options
awarded to a Participant pursuant to Sections 7 and 8.
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6. Stock Options
Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the
terms of the Plan, as the Board shall deem desirable:
(a) General. Stock Options granted under the Plan
shall be Nonqualified Stock Options.
(b) Price. The price per share of Stock purchasable
under a Stock Option shall be one hundred percent (100%) of
the Fair Market Value of the Stock at grant.
(c) Term. Unless an Eligible Director's service on
the Board is terminated by reason of death, Disability or
retirement at or after age 70, the term of each Stock Option
shall be equal to the period during which the Eligible
Director is serving on the Board.
(d) Exercisability. Stock Options shall be
exercisable at such time or times and subject to such terms
and conditions as shall be determined by the Board at or
after grant; provided, however, that, except as contemplated
elsewhere in the Plan or unless otherwise determined by the
Board at or after grant, no Stock Option shall be
exercisable prior to the first anniversary date of the
granting of the Option.
(e) Method of Exercise. Subject to whatever
installment exercise provisions apply under Section 6(d),
Stock Options may be exercised in whole or in part at any
time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to
be purchased.
Such notice shall be accompanied by payment in full of
the purchase price, either by check, note or such other
instrument as the Board may accept. As determined by the
Board, in its sole discretion, at or after grant, payment in
full or in part may also be made in the form of Stock
already owned by the optionee.
No shares of Stock shall be issued until full payment
therefore has been made. An optionee shall generally have
the rights to dividends or other rights of a shareholder
with respect to the Shares subject to the Stock Option when
the optionee has given written notice of exercise and has
paid in full for such Shares.
(f) Termination by Death. If an Eligible Director's
service on the Board terminates by reason of death, any
Stock Option held by Eligible Director may thereafter be
exercised to the extent such Stock Option was exercisable at
the time of death by the legal representative of the estate
or by the legatee of the Eligible Director under the will of
the Eligible Director for a period of three (3) years (or
such other period as the Board may specify at grant) from
the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.
(g) Termination by Reason of Disability. If an
Eligible Director's service on the Board terminates by
reason of Disability, any Stock Option held by such Eligible
Director may thereafter be exercised by the Eligible
Director to the extent it was exercisable at the time of
termination for a period of three (3) years (or such other
period as the Board may specify at grant) from the date of
such termination of service or until the expiration of the
stated term of such Stock Option, whichever period is the
shorter; provided, however, that, if the Eligible Director
dies within such three (3) year period (or such other period
as the Board shall specify at grant), any unexercised Stock
Option held by such Eligible Director shall thereafter be
<PAGE> 12
exercisable, to the extent to which it was exercisable at
the time of death, for a period of twelve (12) months from
the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.
(h) Termination by Reason of Retirement. If an
Eligible Director's service on the Board terminates by
reason of retirement at or after age 70, any Stock Option
held by such Eligible Director may thereafter be exercised
by the Eligible Director, to the extent it was exercisable
at the time of such retirement for a period of three (3)
years (or such other period as Board may specify at grant)
from the date of such retirement or the expiration of the
stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the Eligible Director
dies within such three-year period (or such other period as
the Board may specify at grant), any unexercised Stock
Option held by such Eligible Director shall thereafter be
exercisable, to the extent to which it was exercisable at
the time of death, for a period of twelve (12) months
from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the
shorter.
(i) Other Termination. Unless otherwise determined
by the Board (or pursuant to procedures established by the
Board) at or after grant, if an Eligible Director's service
on the Board terminates for any reason other than death,
Disability or retirement at or after age 70, any Stock
Options awarded to such Eligible Director shall thereupon
terminate.
7. Stock Options - Annual Award
On the first business day after each annual meeting of
stockholders of the Company occurring during the term of the
Plan, each Eligible Director shall receive an award of 3,000
Stock Options.
8. Stock Options - New Directors Award
On the first business day after the first annual
meeting of stockholders of the Company at or after which a
New Director is first elected to the Board, such New
Director shall receive an award of 10,000 Stock Options, in
addition to the annual award provided under Section 7.
9. Forfeiture; Change in Control
(a) Forfeiture. If any Stock Options granted under
Sections 7 or 8 are forfeited or are otherwise terminated
prior to exercise, such Stock Options shall again be
available for distribution in connection with future awards
under the Plan.
(b) Change in Control. Notwithstanding anything else
contained in the Plan to the contrary, in the event of a
Change in Control, Eligible Directors holding Stock Options
granted hereunder shall have the same rights of acceleration
and exercise as may be granted officers of the Company under
the Company's Long Term Incentive Plan.
10. Nontransferability of Awards
No Stock Option shall be transferable by the Eligible
Director otherwise than by will or under the applicable laws
of descent and distribution. The Stock Option shall not be
sold, assigned, negotiated, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.
Upon any attempt to sell, assign, negotiate, pledge or
hypothecate any Stock Option, or in the event of any levy
upon
<PAGE> 13
any Stock Option by reason of any attachment or similar
process, in either case contrary to the provisions hereof,
such Stock Option shall immediately become null and void.
11. Rights as a Stockholder
An Eligible Director shall have no rights as a stock
holder with respect to any Shares underlying a Stock
Option until the Eligible Director has given written notice
of the exercise of such Stock Option and has paid in full
for such Shares.
12. Determinations
Each determination, interpretation or other action made
or taken pursuant to the provisions of this Plan by the
Board shall be final and binding for all purposes and upon
all persons, including, without limitation, the Company, the
directors, officers and other employees of the Company, the
Eligible Director and their respective heirs, executors,
administrators, personal representatives and other succes
sors in interest.
13. Termination, Amendment and Modification
(a) Termination and Amendment. This Plan shall
terminate at the close of business on October 8, 2006,
unless sooner terminated by action of the stockholders of
the Company, or by resolution adopted by the Board, and no
Stock Options shall be granted under this Plan thereafter.
The Board at any time or from time to time may further amend
this Plan.
(b) No Effect on Existing Rights. Except as required
by law, no termination, amendment or modification of this
Plan may, without the consent of an Eligible Director or the
permitted transferee of Stock Options alter or impair the
rights and obligations arising under any then outstanding
Stock Options.
14. Non-Exclusivity
Neither the adoption of this Plan by the Board nor the
submission of this Plan to the stockholders of the Company
for approval shall be construed as creating any limitations
on the power of the Board to adopt such other compensatory
arrangements as it may, in its discretion, deem desirable.
15. General Provisions
(a) No Right to Serve as a Director. This Plan shall
not impose any obligations on the Company to retain any
Eligible Director as a director nor shall it impose any
obligation on the part of any Eligible Director to remain as
a director of the Company.
(b) No Right to Particular Assets. Nothing contained
in this Plan and no action taken pursuant to this Plan shall
create or be construed to create a trust of any kind or any
fiduciary relationship between the Company and any Eligible
Director, the executor, administrator or other personal
representative or designated beneficiary of such Eligible
Director, or any other persons. Any reserves that may be
established by the Company in connection with this Plan
shall continue to be part of the general funds of the
Company, and no individual or entity other than the Company
shall have any interest in such funds until paid to an
Eligible Director. To the extent that any Eligible Director
or his executor, administrator, or other personal represen
tative, as the case may be, acquires a right to receive any
payment from the Company pursuant to this Plan, such right
shall be no greater than the right of an unsecured general
creditor of the Company.
<PAGE> 14
(c) Notices. Each Eligible Director shall be respon
sible for furnishing the Board with the current and proper
address for the mailing of notices and delivery of agree
ments. Any notices required or permitted to be given shall
be deemed given if directed to the person to whom addressed
at such address and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address
is returned as undeliverable to the addressee, the mailing
will be suspended until the Eligible Director furnishes the
proper address.
(d) Severability of Provisions. If any provision of
this Plan shall be held invalid or unenforceable, such
invalidity or non-enforceability shall not affect any other
provisions hereof, and this Plan shall be construed and
enforced as if such provision had not been included.
(e) Incapacity. Any benefit payable to or for the
benefit of an incompetent person or other person incapable
of receipting therefor shall be deemed paid when paid to
such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person,
and such payment shall fully discharge the Board, the
Company and other parties with respect thereto.
(f) Headings and Captions. The headings and captions
herein are provided for reference and convenience only,
shall not be considered part of this Plan, and shall not be
employed in the construction of this Plan.
(g) Controlling Law. This Plan shall be construed and
enforced according to the laws of the State of Delaware.
doc\sip.tsg\dd
<PAGE> 15
Exhibit 5.1
[The SABRE Group Holdings, Inc. Letterhead]
October 17, 1996
The SABRE Group Holdings, Inc.
4255 Amon Carter Boulevard
Fort Worth, Texas 76155
Registration Statement on Form S-8 pertaining to
The SABRE Group Holdings, Inc. Directors Stock Incentive
Plan
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and
Corporate Secretary of The SABRE Group Holdings, Inc., a
Delaware corporation, and as such I am delivering this
opinion to you in connection with the preparation and filing
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement")
relating to 350,000 shares (the "Shares") of the Class A
Common Stock, par value $.01 per share, of The SABRE Group
Holdings, Inc., a Delaware corporation, to be awarded under
The SABRE Group Holdings, Inc. Directors Stock Incentive
Plan (the "Plan").
In so acting, I have examined the Plan and have
examined and relied upon the originals, or copies certified
to my satisfaction, of such records, documents or other
instruments as in my judgement are necessary or appropriate
to enable me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that the
Shares have been duly authorized and, when duly awarded in
accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Andrew B. Steinberg
Andrew B. Steinberg
Senior Vice President,
General
Counsel and Corporate
Secretary
<PAGE> 16
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to The SABRE
Group Holdings, Inc. Directors Stock Incentive Plan of our
reports dated January 15, 1996 (except as to Note 1, for
which the date is July 22, 1996) with respect to the
consolidated financial statements and schedule of The SABRE
Group Holdings, Inc. included in its Registration Statement
on Form S-1 (Registration No. 333-09747) filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 16, 1996
<PAGE> 17
Exhibit 24.1
<PAGE> 18
POWER OF ATTORNEY
The undersigned, Chairman of the Board of The SABRE
Group Holdings, Inc., a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Michael
J. Durham, T. Patrick Kelly and Andrew B. Steinberg, and
each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, to execute and
deliver in his name and on his behalf:
(a) one or more Registration Statements of the
Corporation on an appropriate form proposed to be filed
with the Securities and Exchange Commission ("SEC") for
the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), Class A Common
Stock of the Corporation to be offered pursuant to the
Director's Stock Incentive Plan, as it may from time to
time be amended; and
(b) any and all supplements and amendments
(including, without limitation, post-effective
amendments) to such Registration Statements;
and any and all other documents and instruments in
connection with the issuance of such Class A Common Stock
which such attorneys-in-fact and agents, or any one of them,
deem necessary or advisable to enable the Corporation to
comply with (a) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities
laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of
Canada, Mexico and any other foreign jurisdiction; and the
undersigned does hereby ratify and confirm as his own acts
and deeds all that such attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have,
and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 17th day of October,
1996.
/s/Robert L. Crandall
Robert L. Crandall
Witness:
/s/ Andrew B. Steinberg
Andrew B. Steinberg
<PAGE> 19
POWER OF ATTORNEY
The undersigned, a director of The SABRE Group
Holdings, Inc., a Delaware corporation (the "Corporation"),
does hereby constitute and appoint Michael J. Durham, T.
Patrick Kelly and Andrew B. Steinberg, and each of them, as
his true and lawful attorneys-in-fact and agents, with full
power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the
Corporation on an appropriate form proposed to be filed
with the Securities and Exchange Commission ("SEC") for
the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), Class A Common
Stock of the Corporation to be offered pursuant to the
Director's Stock Incentive Plan, as it may from time to
time be amended; and
(b) any and all supplements and amendments
(including, without limitation, post-effective
amendments) to such Registration Statements;
and any and all other documents and instruments in
connection with the issuance of such Class A Common Stock
which such attorneys-in-fact and agents, or any one of them,
deem necessary or advisable to enable the Corporation to
comply with (a) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities
laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of
Canada, Mexico and any other foreign jurisdiction; and the
undersigned does hereby ratify and confirm as his own acts
and deeds all that such attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have,
and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 17th day of October,
1996.
/s/ Gerard J. Arpey
Gerard J. Arpey
Gerard J. Arpey
Witness:
/s/ Andrew B. Steinberg
Andrew B. Steinberg
<PAGE> 20
POWER OF ATTORNEY
The undersigned, President, Chief Executive Officer and
a director of The SABRE Group Holdings, Inc., a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint T. Patrick Kelly and Andrew B. Steinberg, and each
of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, to execute and
deliver in his name and on his behalf:
(a) one or more Registration Statements of the
Corporation on an appropriate form proposed to be filed
with the Securities and Exchange Commission ("SEC") for
the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), Class A Common
Stock of the Corporation to be offered pursuant to the
Director's Stock Incentive Plan, as it may from time to
time be amended; and
(b) any and all supplements and amendments
(including, without limitation, post-effective
amendments) to such Registration Statements;
and any and all other documents and instruments in
connection with the issuance of such Class A Common Stock
which such attorneys-in-fact and agents, or any one of them,
deem necessary or advisable to enable the Corporation to
comply with (a) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities
laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of
Canada, Mexico and any other foreign jurisdiction; and the
undersigned does hereby ratify and confirm as his own acts
and deeds all that such attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have,
and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 17th day of October,
1996.
/s/ Michael J. Durham
Michael J. Durham
Witness:
/s/ Andrew B. Steinberg
Andrew B. Steinberg
<PAGE> 21
POWER OF ATTORNEY
The undersigned, a director of The SABRE Group
Holdings, Inc., a Delaware corporation (the "Corporation"),
does hereby constitute and appoint Michael J. Durham, T.
Patrick Kelly and Andrew B. Steinberg, and each of them, as
her true and lawful attorneys-in-fact and agents, with full
power of substitution, to execute and deliver in her name
and on her behalf:
(a) one or more Registration Statements of the
Corporation on an appropriate form proposed to be filed
with the Securities and Exchange Commission ("SEC") for
the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), Class A Common
Stock of the Corporation to be offered pursuant to the
Director's Stock Incentive Plan, as it may from time
to time be amended; and
(b) any and all supplements and amendments
(including, without limitation, post-effective
amendments) to such Registration Statements;
and any and all other documents and instruments in
connection with the issuance of such Class A Common Stock
which such attorneys-in-fact and agents, or any one of them,
deem necessary or advisable to enable the Corporation to
comply with (a) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities
laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of
Canada, Mexico and any other foreign jurisdiction; and the
undersigned does hereby ratify and confirm as her own acts
and deeds all that such attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have,
and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 17th day of October,
1996.
/s/ Anne H. McNamara
Anne H. McNamara
Witness:
/s/Andrew B. Steinberg
Andrew B. Steinberg
<PAGE> 22
POWER OF ATTORNEY
The undersigned, Senior Vice President, Chief Financial
Officer and Treasurer of The SABRE Group Holdings, Inc., a
Delaware corporation (the "Corporation"), does hereby
constitute and appoint Michael J. Durham and Andrew B.
Steinberg, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his
behalf:
(a) one or more Registration Statements of the
Corporation on an appropriate form proposed to be filed
with the Securities and Exchange Commission ("SEC") for
the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), Class A Common
Stock of the Corporation to be offered pursuant to the
Director's Stock Incentive Plan, as it may from time to
time be amended; and
(b) any and all supplements and amendments
(including, without limitation, post-effective
amendments) to such Registration Statements;
and any and all other documents and instruments in
connection with the issuance of such Class A Common Stock
which such attorneys-in-fact and agents, or any one of them,
deem necessary or advisable to enable the Corporation to
comply with (a) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities
laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of
Canada, Mexico and any other foreign jurisdiction; and the
undersigned does hereby ratify and confirm as his own acts
and deeds all that such attorneys-in-fact and agents, and
each of them, shall do or cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have,
and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 17th day of October,
1996.
/s/ T. Patrick Kelly
T. Patrick Kelly
Witness:
/s/ Andrew B. Steinberg
Andrew B. Steinberg
