<PAGE>
As filed with the Securities and Exchange Commission on December 27, 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.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
--------
Copy to:
Michael J. Durham Andrew B. Steinberg, Esq.
President and Chief Executive Officer Senior Vice President, General
The SABRE Group Holdings, Inc. Counsel and Corporate Secretary
4255 Amon Carter Boulevard The SABRE Group Holdings, Inc.
Fort Worth, Texas 76155 4255 Amon Carter Boulevard
(817) 931-7300 Fort Worth, Texas 76155
(Name and Address including Zip Code, (817) 931-7300
and Telephone Number, including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Proposed
Title of Securities Amount Maximum Proposed Amount of
to be to be Offering Price per Maximum Aggregate Registration
Registered Registered(1) Share (2) Offering Price (1)(2) Fee(2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 1,000,000 Shares $23.85 $23,850,000 $7,227
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(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 Employee Stock Purchase Plan described herein.
(2) Calculated pursuant to Rule 457(h), based on 85% of the average of the high
and low prices for the Class A Common Stock on December 20, 1996, as
reported in a summary of composite transactions on the New York Stock
Exchange.
<PAGE>
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 Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996 filed with the Securities and Exchange
Commission.
(3) 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
2
<PAGE>
or officer of the corporation, if such person acted in good faith and in a
manner that such person reasonably 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
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.
3
<PAGE>
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. Employee Stock Purchase 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;
(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
4
<PAGE>
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.
5
<PAGE>
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 26th day of
December, 1996.
THE SABRE GROUP HOLDINGS, INC.
By: /s/ ANDREW B. STEINBERG
------------------------------------
Andrew B. Steinberg
Senior Vice President, General
Counsel and Corporate Secretary
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.
<TABLE>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
*
- ---------------------- Chairman of the Board of Directors December 26, 1996
ROBERT L. CRANDALL
*
- ---------------------- President, Chief Executive Officer and December 26, 1996
MICHAEL J. DURHAM Director (Principal Executive Officer)
*
- ---------------------- Senior Vice President, Chief Financial December 26, 1996
T. PATRICK KELLY Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
*
- ---------------------- Director December 26, 1996
GERARD J. ARPEY
*
- ---------------------- Director December 26, 1996
ANNE H. MCNAMARA
*
- ---------------------- Director December 26, 1996
EDWARD A. BRENNAN
*
- ---------------------- Director December 26, 1996
DEE J. KELLY
*
- ---------------------- Director December 26, 1996
GLENN MARSCHEL
*
- ---------------------- Director December 26, 1996
RICHARD THOMAS
</TABLE>
6
<PAGE>
*By: /s/ Andrew B. Steinberg
---------------------------
Andrew B. Steinberg
Attorney-in-Fact
7
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Number Description of Exhibit Numbered Page
- -------------- ---------------------- -------------
4.1 The SABRE Group Holdings, Inc. Employee Stock
Purchase Plan 9
5.1 Opinion of Andrew B. Steinberg, Senior Vice
President, General Counsel and Corporate
Secretary of the Registrant 15
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
8
<PAGE>
Exhibit 4.1
THE SABRE GROUP HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the SABRE Group Holdings, Inc. ("TSGH") established this Plan as a
plan for the employees of the SABRE Group, Inc. and certain of its Subsidiaries
to purchase at a discount under the requirements of section 423 of the Internal
Revenue Code shares of Class A Common Stock, $.01 par value.
NOW, THEREFORE, Effective as of January 1, 1997, TSGH hereby adopts and
establishes this, The SABRE Group Holdings, Inc. Employee Stock Purchase Plan.
ARTICLE I
INTRODUCTION
1.1 PURPOSE OF PLAN. The purpose of the Plan is to provide employees of
the SABRE Group, Inc., a Delaware Corporation ("TSG"), and certain of its
subsidiaries (collectively, the "Company") with an incentive for individual
creativity and contribution to ensure the future growth of the Company by
enabling such employees to acquire shares of Class A Common Stock, $.01 par
value per share of TSGH (the "TSGH Stock"), in the manner contemplated by the
Plan. Rights to purchase TSGH Stock offered pursuant to the Plan are a matter
of separate inducement and not in lieu of any salary or other compensation for
the services of any employee. The Plan is intended to qualify as an employee
stock purchase plan within the meaning of section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").
1.2 SHARES RESERVED FOR THE PLAN. There shall be reserved for issuance
and purchase by Eligible Employees under the Plan an aggregate of one million
(1,000,000) shares of TSGH Stock. TSGH Stock subject to the Plan may be shares
now or hereafter authorized but unissued, or shares that were once issued and
subsequently reacquired by TSGH. If and to the extent that any right to
purchase reserved shares shall not be exercised by any Eligible Employee for any
reason or if such right to purchase shall terminate as provided herein, shares
that have not been so purchased hereunder shall again become available for the
purposes of the Plan unless the Plan shall have been terminated, but such
unpurchased shares shall not be deemed to increase the aggregate number of
shares specified above to be reserved for purposes of the Plan (subject to
adjustment as provided in Section 4.6).
ARTICLE II
DEFINITIONS
2.1 "Account" means a Plan account.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Company" means collectively TSGH, TSG, and every Subsidiary.
<PAGE>
2.4 "Current Eligible Compensation" means for any pay period means the
gross amount of Eligible Compensation with respect to which net amounts are
actually paid in such pay period, provided that, for all Eligible Employees
(other than officers of TSGH or TSG as defined in Rule 16a-1 under the
Securities Exchange Act of 1934), the gross amount of any portion of incentive
compensation, under any plan of TSGH or any of its subsidiaries, with respect to
which net amounts are paid on an accelerated basis in the last two months of the
fourth calendar quarter of any Plan Year, shall be included in Current Eligible
Compensation for the pay period beginning January 1 of the next following Plan
Year only, and provided further that for officers of TSGH or TSG as defined in
Rule 16a-1 under the Securities Exchange Act of 1934, any such accelerated gross
amounts shall not be included as Current Eligible Compensation in either the
Plan Year in which they were paid or the next following Plan Year.
2.5 "Eligible Compensation" means for any Eligible Employee his or her W-2
compensation excluding D-3 travel charges.
2.6 "Eligible Employee" means those individuals described in Sections 3.1
and 3.2.
2.7 "Fair Market Value" means the mean of the high and low sales prices of
a share of TSGH Stock on the New York Stock Exchange on the date in question or,
if TSGH Stock shall not have been traded on such exchange on such date, the mean
of the high and low sales prices on such exchange on the first day prior thereto
on which TSGH Stock was so traded or such other amount as may be determined by
the Committee by any fair and reasonable means.
2.8 "Investment Date" means the date, which shall occur no less frequently
than monthly, as designated by the Committee for purchase of TSGH Stock from the
payroll deductions of Participating Employees of this Plan.
2.9 "Participating Employee" means an Eligible Employee (i) for whom
payroll deductions are currently being made or (ii) for whom payroll deductions
are not currently being made because he or she has reached the limitation set
forth in Section 3.5.
2.10 "Plan" means this The SABRE Group Holdings, Inc. Employee Stock
Purchase Plan.
2.11 "Plan Entry Date" means the first day of each month.
2.12 "Plan Year" means the calendar year.
2.13 "Subsidiary" means TSG and any corporation accepted by the Committee
for participation into this Plan in which TSGH or a subsidiary owns not less
than 50% of the total combined voting power of all classes of stock or other
equity interests.
2.14 "TSG" means The SABRE Group, Inc., a Delaware corporation.
2.15 "TSGH" means The SABRE Group Holdings, Inc., a Delaware corporation.
2.16 "TSGH Stock" means the class A Common Stock, $.01 Par Value, of TSGH.
<PAGE>
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. All employees of TSGH and each Subsidiary shall be
eligible to participate in the Plan, provided that such employee:
(a) is not in a group of key employees that, pursuant to section
423(b)(4)(D) of the Code, the Committee determines to be ineligible to
participate in the Plan; and
(b) does not own, immediately after the right is granted, stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of capital stock of TSGH, TSG, or of a Subsidiary.
In determining stock ownership under this Section 3.1, the rules of section
424(d) of the Code shall apply and TSGH Stock that the employee may purchase
under outstanding options shall be treated as TSGH Stock owned by the employee.
3.2 CESSATION OF ELIGIBILITY. An individual's status as an Eligible
Employee will cease on the earliest to occur of the following events: (a) the
individual's termination of employment from the Company; (b) the individual's
death; or (c) the date the individual ceases to satisfy any of the eligibility
criteria of Section 3.1 of the Plan.
3.3 ELECTION TO PARTICIPATE. Each Eligible Employee may elect to
participate in the Plan by completing an enrollment application during the
Enrollment Period. Each Eligible Employee may elect a payroll deduction of
either one percent (1%) or two percent (2%) of such Eligible Employee's Current
Eligible Compensation. Elections under this Section 3.3 are subject to the
limitations contained in Section 3.5. All payroll deductions shall be credited
as promptly as practicable to an Account in the name of the Participating
Employee and may be used by TSGH until so credited for any corporate purpose.
Unless he or she elects otherwise during the Enrollment Period, an Eligible
Employee who is a Participating Employee on the day before a Plan Entry Date
will be deemed (i) to have elected to participate in the Plan and (ii) to have
authorized payroll deductions as in effect for such Eligible Employee on the day
before the Plan Entry Date. Once an election of a payroll deduction has been
made, the Participating Employee may not change that election until the next
Enrollment Period except as provided in Section 3.4.
3.4 CESSATION OF PARTICIPATION. A Participating Employee may at any time
cease participation in the Plan by filing with the Committee or its designee a
form specified by the Committee or its designee. The cessation will be
effective as soon as practicable, whereupon no further payroll deductions not
theretofore invested shall be invested on the next Investment Date. Any
Participating Employee who ceases being a Participating Employee may elect to
participate during the next Enrollment Period, if he or she is then an Eligible
Employee. A Participating Employee ceases being a Participating Employee if he
or she ceases being an Eligible Employee.
3.5 DOLLAR AMOUNT LIMIT ON PARTICIPATION. No right to purchase shares
under this Plan shall permit an employee to purchase TSGH stock under all
employee stock purchase plans (as defined in section 423 of the Code) of the
Company which in the aggregate exceeds $25,000 of Fair Market Value of such
stock (determined at the time the right is granted, which, in the case of
<PAGE>
this Plan, is the Investment Date) for each calendar year in which the right is
outstanding at any time.
ARTICLE IV
PURCHASE OF TSGH STOCK
AND ACCOUNTS
4.1 PURCHASE PRICE. The purchase price for each share of TSGH Stock shall
be eighty-five percent (85%) of the Fair Market Value of such share on the
Investment Date for such share.
4.2 METHOD OF PURCHASE AND INVESTMENT ACCOUNTS. As of each Investment
Date, each Participating Employee shall be deemed without further action, to
have purchased, the number of whole and fractional shares of TSGH Stock
determined by dividing the amount of his or her payroll deductions not
theretofore invested by the purchase price as determined in Section 4.1.
Records of such shares shall be maintained in separate Accounts for each
Participating Employee. All cash dividends paid with respect to such shares
shall be credited to each Participating Employee's Account, and will
automatically be reinvested in whole or fractional shares of TSGH Stock, unless
the Participating Employee elects not to have such dividends reinvested.
4.3 TITLE OF ACCOUNTS. Each Account may be in the name of the
Participating Employee or, if he or she so indicates on the appropriate form, in
his or her jointly with another person, with right of survivorship. A
Participating Employee who is a resident of a jurisdiction that does not
recognize such a joint tenancy may have an Account in his or her name as tenant
in common with another person, with right of survivorship.
4.4 RIGHTS AS A STOCKHOLDER. At the time funds from a Participating
Employee's payroll deduction are used to purchase TSGH Stock, he or she shall
have all of the rights and privileges of a stockholder of TSGH with respect to
whole shares purchased under the Plan whether or not certificates representing
full shares have been issued.
4.5 RIGHTS NOT TRANSFERRABLE. Rights granted under the Plan are not
transferable by a Participating Employee and are exercisable during his or her
lifetime only by him or her.
4.6 ADJUSTMENT IN THE CASE OF CHANGES AFFECTING TSGH STOCK. In the event
of a subdivision of outstanding shares of TSGH Stock, or the payment of a stock
dividend thereon, the number of shares reserved or authorized to be reserved
under this Plan shall be increased proportionately, and such other adjustment
shall be made as may be deemed necessary or equitable by the Board of Directors.
In the event of any other change affecting TSGH Stock, such adjustment shall be
made as deemed equitable by the Board of Directors to give proper effect to such
event, subject to the limitations of section 424 of the Code.
ARTICLE V
AMENDMENT AND TERMINATION OF THE PLAN
5.1 AMENDMENT OF THE PLAN. The Board of Directors, or its designate, may
at any time, or from time to time, amend the Plan in any respect; provided,
however, that the Plan may
<PAGE>
not be amended in any way that will cause rights issued under it to fail to
meet the requirements for employee stock purchase plans as defined in section
423 of the Code, including stockholder approval if required.
5.2 TERMINATION OF THE PLAN. The Plan and all rights of employees
hereunder shall terminate: (a) on the Investment Date that Participating
Employees become entitled to purchase a number of shares greater than the number
of reserved shares remaining available for purchase; or (b) at any time, at the
discretion of the Board of Directors. If the Plan terminates under
circumstances described in (a) above, reserved shares remaining as of the
termination date shall be sold to Participating Employees on a pro rata basis.
Any payroll deductions remaining after termination of the Plan shall be refunded
to the Participating Employees making such payroll deductions.
ARTICLE VI
MISCELLANEOUS
6.1 ADMINISTRATION OF THE PLAN. The Plan shall be administered, at the
expense of TSGH, by the Committee. The Committee may request advice or
assistance or employ such other persons as are necessary for proper
administration of the Plan. Subject to the express provisions of the Plan, the
Committee shall have authority to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons.
6.2 GOVERNMENTAL REGULATIONS. The Plan, and the grant and exercise of the
rights to purchase shares hereunder, and TSGH's obligations to sell and deliver
shares upon exercise of rights to purchase shares shall be subject to all
applicable Federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may in the opinion of
counsel for TSGH be required.
6.3 INDEMNIFICATION OF COMMITTEE. Service on the Committee shall
constitute service as a Director of TSGH so that members of the Committee shall
be entitled to indemnification and reimbursement as Directors of TSGH pursuant
to its Certificate of Incorporation, By-Laws, or resolutions of its Board of
Directors of stockholders.
6.4 THIRD PARTY BENEFICIARIES. None of the provisions of the Plan shall
be for the benefit of or enforceable by any creditor of a Participating
Employee. A Participating Employee may not create a lien on any portion of the
cash balance accumulated in such Participating Employee's payroll deduction
account or on any shares covered by a right to purchase before a stock
certificate for such shares is issued for such Participating Employee's benefit.
6.5 GENERAL PROVISIONS. The Plan shall neither impose any obligation on
TSG or on any Subsidiary to continue the employment of any Eligible Employee,
nor impose any obligation on any Eligible Employee to remain in the employ of
TSG or of any Subsidiary. For purposes of the Plan, an employment relationship
shall be deemed to exist between an individual and a corporation if, at the time
of the determination, the individual was an "employee" of such corporation
within the meaning of section 423(a)(2) of the Code and the regulations and
rulings
<PAGE>
interpreting such section. For purposes of the Plan, the transfer of an
employee from employment with TSG to employment with a Subsidiary, or vice
versa, shall not be deemed a termination of employment of the employee.
Subject to the specific terms of the Plan, all employees granted rights to
purchase shares hereunder shall have the same rights and privileges.
IN WITNESS WHEREOF, this Plan has been executed in multiple original
documents on this ______ day of December 1996, effective as of the 1st day
January 1997
THE SABRE GROUP HOLDINGS, INC.
By:
---------------------------------
Its:
--------------------------------
<PAGE>
Exhibit 5.1
December 26, 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. EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Corporate Secretary of The
SABRE Group Holdings, Inc., a Delaware corporation (the "Company"), 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 1,000,000 shares (the "Shares") of the Class A Common
Stock, par value $.01 per share, of the Company, to be reserved for sale under
The SABRE Group Holdings, Inc. Employee Stock Purchase 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>
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. Employee Stock Purchase 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.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Dallas, Texas
December 23, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, the Chairman of the Board of Directors 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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ ROBERT L. CRANDALL
-------------------------------
Robert L. Crandall
<PAGE>
POWER OF ATTORNEY
The undersigned, the 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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ MICHAEL J. DURHAM
--------------------------------
Michael J. Durham
<PAGE>
POWER OF ATTORNEY
The undersigned, the 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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ T. PATRICK KELLY
-------------------------------
T. Patrick Kelly
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ GERARD J. ARPEY
--------------------------------
Gerard J. Arpey
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ ANNE H. MCNAMARA
----------------------------------
Anne H. McNamara
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ EDWARD A. BRENNAN
----------------------------------
Edward A. Brennan
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ DEE J. KELLY
----------------------------------
Dee J. Kelly
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ GLENN MARSCHEL
----------------------------------
Glenn Marschel
<PAGE>
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 SABRE Group, Inc. Employee Stock
Purchase 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 26th day of December, 1996.
/s/ RICHARD THOMAS
----------------------------------
Richard Thomas
