<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
REGISTRATION NO. 33-___________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
4255 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(Address of registrant's principal executive offices)
THE SABRE GROUP HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
(Full title of the plan)
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
(817) 931-7300
(Name, address, and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OBLIGATION (2) OFFERING PRICE (2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations (1) $8,000,000.00 100% $8,000,000.00 $2,360.00
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of The
SABRE Group Holdings, Inc. (the "Company") to pay deferred compensation
in the future in accordance with the terms of The SABRE Group Holdings,
Inc. Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
Any information or statement contained in any incorporated document
shall be modified or superseded for purposes of this Registration Statement
if it is modified or superseded by a document which is also incorporated in
this Registration Statement. Any information or statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
This Registration Statement registers $8,000,000 of Deferred
Compensation Obligations of the Company (the "Obligations"), which are to be
offered to certain eligible employees of the Company pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation Plan (the "Plan").
The following description of the Obligations offered hereby is qualified
by reference to the text of the Plan. Capitalized terms used in this
Registration Statement and not otherwise defined herein are defined in the
Plan.
Under the Plan, the Company will provide eligible employees of the
Company and designated subsidiaries with the opportunity to defer a specified
percentage or dollar amount of their base salary and/or incentive
compensation. The Obligations will be unsecured general obligations of the
Company to pay the compensation deferred in accordance with the terms of the
Plan and will rank equally with other unsecured and unsubordinated
indebtedness of the Company outstanding from time to time. Upon a Change in
Control, the Company is obligated to fully fund a trust in cash its
obligations under the Plan. Nevertheless, thereafter the Obligations will
remain unsecured general obligations of the Company.
The amount of compensation to be deferred by each participant (the
"Deferral Amount") will be determined in accordance with the Plan based on
elections made by the participant. The Deferral Amount, plus or minus any
adjustments thereto as described below, generally will be payable on the
March 1 following termination of employment of a participant or on a date
selected by the participant in accordance with the terms of the Plan. The
participant may elect to receive the Deferral Amount, as adjusted, in a lump
sum or annual installments commencing on such date. The Deferral Amount will
be indexed to one or more investment choices chosen by each participant from
a list of such choices. Each Deferral Amount will be adjusted to reflect the
investment experience of the selected investment choices, including any
appreciation or depreciation. The Obligations will be denominated and
payable in United States dollars. The Plan is unfunded, and amounts credited
to Deferral Amounts are payable out of the general funds of the Company and
are subject to all the risks of the Company's business.
-2-
<PAGE>
Benefits under the Plan are not subject to assignment, transfer, pledge
or other encumbrance or attachment other than by will or the laws of descent
and distribution. A participant may designate persons or entities to receive
his or her Deferral Amount, as adjusted, payable in the event of death.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, although
the Obligations could be redeemed in case of termination of the Plan. The
Company reserves the right to amend or terminate the Plan at any time, except
that no such amendment or termination shall adversely affect any Deferral
Amount, as adjusted, prior to such amendment or termination.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Company. No
trustee has been appointed having the authority to take action with respect
to the Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers, or amendments pertaining to
the Obligations, and taking action upon a default.
Item 5. Interests of Named Experts and Counsel
Andrew B. Steinberg has rendered an opinion as to the legality of the
Obligations issuable under the Plan and 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 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
-3-
<PAGE>
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. 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 7. Exemption from Registration Claimed
Not applicable.
-4-
<PAGE>
Item 8. Exhibits
Ex. Number Description
---------- -----------
4.1 The SABRE Group Holdings, Inc. Deferred Compensation Plan.
5.1 Opinion of Andrew B. Steinberg, Senior Vice President,
General Counsel and Corporate Secretary of the Registrant.
23.1 Consent of Andrew B. Steinberg (included as part of Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
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 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
-5-
<PAGE>
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.
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
27th day of April, 1998.
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
capacites and on the date indicated.
<TABLE>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*
- ---------------------- Chairman of the Board of Directors April 27, 1998
ROBERT L. CRANDALL
*
- ---------------------- President, Chief Executive Officer and April 27, 1998
MICHAEL J. DURHAM Director (Principal Executive Officer)
*
- ---------------------- Senior Vice President, Chief Financial April 27, 1998
T. PATRICK KELLY Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
*
- ---------------------- Director April 27, 1998
GERARD J. ARPEY
*
- ---------------------- Director April 27, 1998
ANNE H. MCNAMARA
-6-
<PAGE>
*
- ---------------------- Director April 27, 1998
EDWARD A. BRENNAN
*
- ---------------------- Director April 27, 1998
DEE J. KELLY
*
- ---------------------- Director April 27, 1998
GLENN W. MARSCHEL
*
- ---------------------- Director April 27, 1998
RICHARD L. THOMAS
*
- ---------------------- Director April 27, 1998
PAUL C. ELY
- ---------------------- Director April 27, 1998
ROBERT L. MARTIN
*By: /s/ Andrew B. Steinberg
---------------------------
Andrew B. Steinberg
Attorney-in-Fact
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
Ex. Number Description
---------- -----------
4.1 The SABRE Group Holdings, Inc. Deferred Compensation Plan.
5.1 Opinion of Andrew B. Steinberg, Senior Vice President,
General Counsel and Corporate Secretary of the Registrant.
23.1 Consent of Andrew B. Steinberg (included as part of Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney
-8-
<PAGE>
THE SABRE GROUP
--------------------
DEFERRED COMPENSATION PLAN
--------------------
ARTICLE I
PURPOSE
The purpose of the Deferred Compensation Plan of The SABRE Group
Holdings, Inc. (the "Company") is to provide a select group of key employees
of the Company and designated subsidiaries on the United States payroll the
opportunity to defer receipt of base salary, cash bonuses and certain
equity-based compensation to which they may become entitled for the periods
provided herein. This Plan shall be considered an unfunded nonqualified
deferred compensation "top hat" plan maintained for "a select group of
management or highly compensated employees," as that phrase is used in Title
I of the Employee Retirement Income Security Act of 1974, and shall be
construed accordingly.
ARTICLE II
DEFINITIONS
For purposes of this Plan, the following terms shall have the
following meanings:
2.1 "ACCOUNT" shall have the meaning set forth in Section 4.1.
2.2 "ADMINISTRATOR" shall have the meaning set forth in Section 6.1.
2.3 "BASE SALARY" shall mean a Participant's regular base salary
for a Plan Year (and shall exclude Incentive Awards or other incentive
compensation) payable by the Company to a Participant, but before reduction
of base salary deferred pursuant to this Plan or any other plan of the
Company.
2.4 "BENEFICIARY" shall mean the person or persons designated from
time to time in writing delivered to the Administrator by a Participant to
receive payments under this Plan after the death of such Participant or, in
the absence of any such designation or in the event that such designated
person or persons shall predecease such Participant, the Participant's
estate. A Participant shall designate a Beneficiary on his initial Deferral
Election Form and thereafter may change his Beneficiary designation by filing
with the Administrator an Election Change Form that may be obtained from the
Administrator.
<PAGE>
2.5 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company or a duly authorized committee thereof.
2.6 "CAUSE" shall mean willful misconduct, violation of Company
policy, refusal to perform reasonably assigned duties or any other conduct
which the Administrator, in its sole discretion, determines is injurious to
the business or reputation of the Company.
2.7 "CHANGE IN CONTROL" shall have the meaning ascribed to that term
in the LTIP.
2.8 "COMMITTEE" shall have the meaning set forth in Section 6.1.
2.9 "COMPANY" shall mean The SABRE Group Holdings, Inc., a
Delaware corporation, or any successor thereto, and those designated
subsidiaries whose employees participate in this Plan.
2.10 "DEFERRAL ELECTION" shall mean a Participant's election
pursuant to Section 3.1 to have a specified percentage or dollar amount of
his Eligible Base Salary or Incentive Award deferred pursuant to this Plan.
2.11 "DEFERRAL ELECTION FORM" shall mean the form that a
Participant submits to the Administrator on which the Participant documents
his Deferral Election.
2.12 "DEFERRAL PERIOD" shall mean the period of deferral of a
Participant's Deferred Compensation as provided in Section 3.2.
2.13 "DEFERRED AMOUNT" shall mean as of any date the sum of all of
a Participant's Deferred Compensation plus all gains or losses attributable
thereto as of such date as reflected in the Account of such Participant, as
provided herein.
2.14 "DEFERRED COMPENSATION" shall mean that portion of a
Participant's Eligible Base Salary or Incentive Award the payment of which
the Participant has elected to defer under this Plan.
2.15 "DISCRETIONARY TRANSACTION" shall have the meaning set forth
in Rule 16b-3 promulgated under the Exchange Act.
2.16 "EFFECTIVE DATE" shall mean October 14, 1997, the date as of
which the Plan was adopted by the Board of Directors.
2.17 "ELECTION CHANGE FORM" shall mean the form that a Participant
submits to the Administrator on which the Participant documents his election
to change his Pay-Out Schedule.
2
<PAGE>
2.18 "ELECTION DATE" shall mean the date by which a Participant
must make a Deferral Election pursuant to Sections 3.5 and 3.6.
2.19 "ELIGIBLE BASE SALARY" shall mean for any Participant, the
portion of the Participant's Base Salary that exceeds the dollar limit in
effect at the time of Election Date under Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code").
2.20 "ELIGIBLE EMPLOYEE" shall mean an individual employed by the
Company in a management position on or after the Effective Date and who is
designated from time to time by the Board of Directors to be eligible for
participation in the Plan.
2.21 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
2.22 "INCENTIVE AWARD" shall mean a payment, award or other benefit
to which a Participant may become entitled pursuant to any incentive,
commission, profit-sharing, bonus or other plan sponsored by the Company
(including, but not limited to awards made pursuant to the LTIP) and which
the Administrator shall from time to time determine is eligible for deferral
pursuant to this Plan.
2.23 "INITIAL PLAN YEAR" shall mean from January 1, 1998 through
June 30, 1998.
2.24 "INSIDER" shall mean any Participant who is subject to Section
16 of the Exchange Act.
2.25 "INVESTMENT CHOICES" shall mean the investment vehicles made
available by the Administrator from time to time in which Participants'
Deferred Compensation will be deemed to be invested pursuant to Section 4.2.
2.26 "LTIP" shall mean The SABRE Group Holdings Inc.'s 1996
Long-Term Incentive Plan, as amended from time to time.
2.27 "PARTICIPANT" shall mean any Eligible Employee who makes a
Deferral Election pursuant to Section 3.1.
2.28 "PAY-OUT SCHEDULE" shall mean, with respect to a Participant's
Deferred Amount, the designated method of payment of such Deferred Amount
following the end of the Deferral Period, as selected by a Participant
pursuant to Section 3.1.
2.29 "PERFORMANCE SHARES" shall have the meaning as set forth in
the LTIP and in the Performance Share Program, as amended from time to time.
2.30 "PLAN" shall mean "The SABRE Group Deferred Compensation Plan."
3
<PAGE>
2.31 "PLAN YEAR" shall mean from July 1, 1998 through June 30,
1999, and thereafter each July 1 through June 30 of the next succeeding
years.
2.32 "SUBSTANTIAL HARDSHIP" shall mean an unanticipated emergency
that is caused by events outside of the control of the Participant (or in the
event of the Participant's death, his Beneficiary) that would result in
severe financial hardship to the Participant if early withdrawal were not
permitted (or in the event of the Participant's death, his Beneficiary), as
determined in the sole discretion of the Administrator.
ARTICLE III
DEFERRAL OF AWARDS
3.1 DEFERRAL ELECTION. Each Eligible Employee may elect to have
the payment of a specified percentage or specified dollar amount of Eligible
Base Salary or Incentive Award deferred pursuant to this Plan; PROVIDED,
HOWEVER, that the minimum amount of Deferred Compensation with respect to
Eligible Base Salary and each type of Incentive Award with respect to which a
Deferral Election may be made shall each be at least five thousand dollars
($5,000) for any Plan Year. Each Deferral Election shall be made on a
Deferral Election Form to be provided by the Administrator and shall specify
the dollar amount or percentage of either Eligible Base Salary or Incentive
Award to be deferred. The Deferral Election Form shall also specify the
Deferral Period, the Investment Choices, if it is the Participant's initial
Deferral Election Form, the Pay-Out Schedule (in accordance with Section 3.3)
and a Beneficiary designation. Participants must make a separate Deferral
Election on or before the applicable Election Date as specified in Section
3.5 or Section 3.6 (i) for each Plan Year in respect of Eligible Base Salary
to be earned subsequent to June 30 of such year and before July 1 of the next
succeeding Plan Year and (ii) for each Incentive Award in the manner
designated by the Administrator to be eligible for deferral.
3.2 DEFERRAL PERIOD. The Deferral Period with respect to a
Participant's Deferred Compensation is the period which shall commence on the
date the Deferred Compensation would otherwise have been paid to the
Participant and shall end on the March 1 next following the earlier of the
date of the Participant's termination of employment with the Company for any
reason, or the fixed date elected by the Participant and set forth in his
Deferral Election Form. For the purposes of this Plan, it shall not be
considered a termination of employment when a Participant is: (i) granted a
military leave of absence by the Company; (ii) granted an approved personal
leave of absence by the Company, PROVIDED, HOWEVER, that the Administrator
may from time to time determine that certain leaves of absence pursuant to
this Section 3.2(ii) constitute a termination of employment for purposes of
this Plan; (iii) on short-term disability leave; (iv) transferred to
4
<PAGE>
any other subsidiary of the Company; or (v) determined by the Administrator
to not have been terminated.
3.3 PAY-OUT SCHEDULE. Each of the Deferral Elections made by a
Participant shall specify a Pay-Out Schedule with respect to such
Participant's Deferred Compensation, which shall be either: (i) a lump-sum
pay-out or (ii) a pay-out in annual installments (not in excess of ten),
which payments shall commence upon the March 1 following the date specified
by the Participant in the Pay-Out Schedule or upon the March 1 following the
Participant's termination of employment, whichever event occurs earlier;
PROVIDED that the amount of each installment payable pursuant to clause (ii)
shall equal the balance of the Participant's Account at the close of business
on the December 31 occurring immediately prior to the payment of the
installment divided by the number of installments remaining to be paid. If a
Pay-Out Schedule is not chosen by a Participant, he shall be deemed to have
elected a lump-sum pay-out. There may be different Pay-Out Schedules elected
depending on the reason for the Participant's termination of employment.
Each Participant may elect to change his Pay-Out Schedule by completing an
Election Change Form that will be available from the Administrator and
submitting it to the Administrator or his designated representative;
PROVIDED, HOWEVER, such change of Pay-Out Schedule shall be effective only if
such completed Election Change Form is submitted by the Participant at least
one year prior to the date of the previously elected date of payment.
Notwithstanding the foregoing provisions of this Section 3.3 and the payment
schedule set forth in any Pay-Out Schedule, no payment to an Insider with
respect to the portion of his Account attributable to an Investment Choice
relating to or based upon any equity security (within the meaning of Rule
16b-3 promulgated under the Exchange Act) of the Company shall be made sooner
than six months after (i) if the payment would not constitute a Discretionary
Transaction, the date of an acquisition of equity securities of the Company
by such Participant which is not exempt pursuant to Section 16(b) of the
Exchange Act and the rules promulgated thereunder, or (ii) if the payment
would constitute a Discretionary Transaction, the date of an acquisition of
equity securities of the Company which is a Discretionary Transaction.
3.4 IRREVOCABILITY. A Deferral Election, once made, shall be
irrevocable; PROVIDED, HOWEVER, that (i) upon a Participant's Substantial
Hardship, the Participant may elect to cease any further deferrals pursuant
to any Deferral Election with respect to which there are any amounts
remaining to be deferred; and (ii) in the event of a Participant's
termination of employment for any reason, no further deferrals will be made
pursuant to this Plan. Amounts deferred pursuant to a Deferral Election prior
to a Participant's election pursuant to clause (i) above or prior to his
termination of employment will continue to be governed by the terms of this
Plan.
3.5 ELIGIBLE BASE SALARY ELECTION DATE. A Deferral Election in
respect of Eligible Base Salary must be made on or before December 31, 1997
in respect of Eligible Base Salary to be earned during the Initial Plan Year,
and June 30 in respect of Eligible
5
<PAGE>
Base Salary to be earned during a Plan Year. Except with respect to the
Initial Plan Year, a Deferred Election shall be made only in respect of
Eligible Base Salary earned after June 30 and before July 1 of the next
succeeding Plan Year; PROVIDED, HOWEVER, that in the case of an employee who
becomes an Eligible Employee for the first time during the Initial Plan Year
or a Plan Year, the Election Date shall be no later than thirty (30) days
after such employee receives notice that he has become an Eligible Employee,
and any Deferral Election in respect of such Initial Plan Year or Plan Year
shall apply only to Eligible Base Salary to be earned by the Participant
after the Election Date and before July 1 of the next succeeding Plan Year.
3.6 INCENTIVE AWARD ELECTION DATE. For a Deferral Election in
respect of an Incentive Award, the Election Date shall be (i) in the event
that the Incentive Award is based upon a performance period of no longer than
one Plan Year, no later than the June 30 of such Plan Year, (ii) in the event
that an Incentive Award is based upon a performance period that exceeds one
Plan Year, no later than the June 30 of the Plan Year immediately preceding
the last Plan Year of the performance period or (iii) such other dates as the
Administrator may from time to time determine; PROVIDED, HOWEVER, that an
Eligible Employee may wait until December 31 of the Plan Year immediately
preceding the last Plan Year of the performance period to elect to defer all
or a portion of his shares under the Company's performance share program (the
"Performance Share Program") if the Eligible Employee notifies the
Administrator that he intends to defer such shares and submits to the
Administrator a Deferral Election Form before December 31; and PROVIDED,
FURTHER, that in the case of an employee who becomes an Eligible Employee for
the first time subsequent to the dates specified in clause (i) or (ii), the
Election Date in respect of an Incentive Award shall be the date thirty (30)
days after such employee receives notice that he has become an Eligible
Employee but only if such date is not within twelve months of the expiration
of the relevant performance period.
ARTICLE IV
TREATMENT OF DEFERRED AMOUNTS
4.1 MEMORANDUM ACCOUNT. The Company shall establish on its books
a memorandum account (the "Account") for each Participant who has Deferred
Compensation under this Plan. As promptly as practicable (but in no event
more than thirty (30) days) following the date on which any Deferred
Compensation would otherwise be payable to a Participant, the amount of such
Deferred Compensation shall be reflected in such Participant's Account.
4.2 INVESTMENT OF DEFERRED COMPENSATION. A Participant's Deferred
Compensation shall be deemed to be invested among the Investment Choices as
selected by the Participant at the time a Deferral Election is made.
Participants' Accounts shall be adjusted monthly to reflect the performance
of the Investment Choices of each Participant,
6
<PAGE>
so that, to the greatest extent practicable, the value of a Participant's
Account shall be determined as if the Deferred Amount were actually invested
among the Investment Choices as directed by such Participant.
Notwithstanding the foregoing, on December 31 of any calendar year during the
term of the Plan, the portion of a Participant's Account scheduled to be paid
on the next succeeding March 1 shall no longer be deemed invested among the
Investment Choices and shall neither increase or decrease thereafter. Any
payment scheduled to be made under the Plan shall reduce the amounts
allocated among the Investment Choices on a pro rata basis. Participants may,
not more frequently than once in any three month period or such other period
as determined by the Administrator, elect to change the manner in which their
Accounts are deemed invested among the Investment Choices as to then existing
Deferred Amounts by completing the Election Change Form and submitting it to
the Administrator or his designated representative. Any such change will
become effective as soon as practicable after the Election Change Form is
received by the Administrator or his designated representative.
4.3 ASSETS. Except as set forth in Section 7.2, the Plan and the
crediting of Accounts hereunder shall not constitute a trust and shall be
merely for the purpose of recording an unfunded, unsecured contractual
obligation of the Company. A Participant shall have no rights against the
Company under this Plan other than as an unsecured creditor. In order to
satisfy its obligations hereunder, the Company may, but is not required to,
make, or cause the trustee of the trust referred to in Article VII to make,
actual investments in the Investment Choices.
4.4 REPORTS. Until the entire Deferred Amount in a Participant's
Account shall have been paid in full, the Company will furnish to the
Participant a report, at least annually, setting forth transactions in and
the status of such Account.
ARTICLE V
PAYMENT OF DEFERRED AMOUNTS
5.1 FORM OF PAYMENT. All payments of Deferred Amounts under this
Plan shall be made in cash.
5.2 PAYMENT OF DEFERRED AMOUNT. Except as provided in Section 5.3
or 5.4, the Deferred Amount in a Participant's Account attributable to any
Deferral Election shall be paid or commence to be paid to such Participant
only in accordance with the applicable Pay-Out Schedule.
5.3 ACCELERATION OF PAYMENTS IN THE EVENT OF SUBSTANTIAL HARDSHIP.
Notwithstanding any other provision of this Plan to the contrary, upon a
Participant's Substantial Hardship (or in the event of a Participant's death,
his Beneficiary's Substantial Hardship), and with the consent of the
Administrator, a Participant (or in the event of the
7
<PAGE>
Participant's death, his Beneficiary) may withdraw such portion of his
Deferred Amount without a penalty charge as the Administrator determines is
necessary to satisfy the Participant's financial emergency (or in the event
of the Participant's death, his Beneficiary's financial emergency).
5.4 IMMEDIATE PAYMENT OF DEFERRED COMPENSATION. Notwithstanding
anything in the Plan to the contrary, a Participant may, upon 30 days' prior
written notice to the Administrator, elect to receive all or a portion of the
Deferred Amount in his Account, in which case the Administrator shall
promptly after such 30-day period pay to such Participant 90% of the Deferred
Amount so elected, and the remaining 10% thereof shall be canceled and the
Company shall have no further obligation with respect thereto. If the
Participant elects an immediate pay-out pursuant to this Section 5.4, the
Participant may not participate in this Plan for a period of two years
thereafter. The Participant is not eligible to participate in this Plan
again if the Participant elects a withdrawal pursuant to this Section 5.4
more than once.
ARTICLE VI
ADMINISTRATION
6.1 PLAN ADMINISTRATOR. From time to time a committee (the
"Committee") will be appointed by the Board of Directors to be the
administrator of the Plan (the "Administrator"). If the Board of Directors
does not name the Committee, the executives in charge of the finance, human
resources, and the legal departments of the Company or their designees are
the Administrator of this Plan and shall have all of the powers and duties of
the Committee. The Administrator may designate one or more individuals,
committees or other entities to carry out any of its responsibilities under
this Plan. The members of the Committee may be removed by the Board of
Directors, with or without cause, and the Board of Directors shall have the
power to fill any vacancy which may occur.
6.2 GENERAL POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The
Administrator shall have full authority to construe and interpret the terms
and provisions of this Plan, to adopt, alter and repeal such administrative
rules, guidelines and practices governing this Plan and perform all acts,
including the delegation of its administrative responsibilities, as it shall,
from time to time, deem advisable, and to otherwise supervise the
administration of this Plan. The Administrator may correct any defect,
supply any omission or reconcile any inconsistency in this Plan, or in any
election hereunder, in the manner and to the extent it shall deem necessary
to carry this Plan into effect. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Administrator in
connection with this Plan shall be within the absolute discretion of the
Administrator and shall be final, binding and conclusive on the Company and
all employees and Participants and their respective Beneficiaries, heirs,
executors,
9
<PAGE>
administrators, successors and assigns. With the prior written consent of
the Administrator, which may be given in his sole discretion, a Participant
may increase his Account by the amount of his account balance in the American
Airlines, Inc. Executive Deferral Program, which amount shall thereafter be
deemed to be invested pursuant to Section 4.2 of this Plan. A Participant
who is also the Administrator, a member of a committee that is the
Administrator or a person to whom the Administrator has delegated
responsibility pursuant to this Section 6.2 shall not participate in any
decision involving a request made by him or relating in any way to his
rights, duties, and obligations as a Participant (unless such decision
relates to all Participants generally and in a similar manner).
6.3 LIABILITY. No member of the Board of Directors of the Company,
nor the Administrator nor an employee or agent of any Company or any of its
subsidiaries, shall be liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to whom
duties in connection with the administration of this Plan have been delegated,
or, except in circumstances involving his bad faith, gross negligence or fraud,
for anything done or omitted to be done by himself. The Company or the
Administrator may consult with legal counsel, who may be counsel for the Company
or other counsel, with respect to its or his obligations or duties hereunder, or
with respect to any action or proceeding or any question of law, and shall not
be liable with respect to any action taken or omitted by it in good faith
pursuant to the advice of such counsel.
6.4 INDEMNIFICATION OF EMPLOYEES. The Company hereby indemnifies
the Administrator and each employee to whom responsibilities are delegated
under this Plan against any and all liabilities and expenses, including
attorney's fees, actually and reasonably incurred by them in connection with
any threatened, pending or completed legal action or judicial or
administrative proceeding to which they may be a party, or may be threatened
to be made a party, by reason of membership on such committee or due to a
delegation of responsibilities, except with regard to any matters as to which
they shall be adjudged in such action to have acted in bad faith and in a
manner which they believed not to be in or opposed to the best interests of
the Plan and, with respect to any criminal action, suit or proceeding, had
reasonable cause to believe their conduct was unlawful. In addition, the
Company may provide appropriate insurance coverage for any employee or member
of any committee appointed by the Administrator or each such other individual
indemnified pursuant to this Section 6.4 who is not otherwise appropriately
insured.
ARTICLE VII
FUNDING
7.1 FUNDING. Benefits hereunder shall constitute an unfunded
general obligation of the Company, but the Company may create reserves, funds
and/or provide for
9
<PAGE>
amounts to be held in trust on the Company's behalf, whether or not in
connection with, in anticipation of, or following, an actual or anticipated
change in control of the Company. Payment of benefits may be made by the
Company, such a trust, or through a service or benefit provider to the
Company or such a trust. Any trust that may be established pursuant to this
Section 7.1 shall be trusteed by a banking or trust institution with
recognized experience in serving as such a trustee, pursuant to documentation
recommended by outside counsel to the Company, and funded so as to enable the
trust to pay the benefits contemplated under this Plan, as determined by an
independent compensation consultant selected by the Board of Directors.
7.2 SPRINGING RABBI TRUST UPON CHANGE IN CONTROL. Simultaneously
with and following the occurrence of a Change in Control, the Company shall
fully fund the benefits provided in this Plan in a so-called "Rabbi Trust" by
contributing to the trust cash in an amount such that the amount of cash in
the trust at any time shall as closely as possible equal the then aggregate
amount of all of the Accounts. The trust so established shall be (i) with a
nationally recognized banking institution with experience in serving as
trustee for such matters, (ii) pursuant to such documentation as recommended
by outside counsel to the Company, and (iii) funded so as to enable the trust
to pay the benefits contemplated under this Plan as may be determined by the
Company's independent financial consultant.
7.3 CREDITOR STATUS. A Participant or Beneficiary shall be a
general creditor of the Company with respect to the payment of any benefit
under this Plan, unless such benefits are provided under a contract of
insurance or an annuity contract that has been delivered to the Participant,
in which case the Participant or the Beneficiary shall look to the insurance
carrier or annuity provider for payment, and not to the Company. The
Company's obligation for such benefit shall be discharged by the purchase and
delivery of such annuity or insurance contract.
ARTICLE VIII
MISCELLANEOUS
8.1 PARTICIPANTS' RIGHTS. A Participant, at all times, shall have
an immediate one hundred percent (100%) vested interest in his Account.
8.2 AMENDMENT OR TERMINATION. Notwithstanding any other provision
of this Plan, the Company by action of the Board of Directors or its
designated representative, or the Administrator may at any time, and from
time to time, amend, in whole or in part, any or all of the provisions of
this Plan, or suspend or terminate it entirely; PROVIDED, HOWEVER, that any
such amendment, suspension or termination may not, without a Participant's
consent, adversely affect any Deferred Amount credited to his Account prior
10
<PAGE>
to such amendment, suspension or termination. The proviso in the preceding
sentence shall not be construed to prohibit the Company from changing or
eliminating any or all of the then available Investment Choices, PROVIDED
that if all Investment Choices are eliminated, any remaining Deferred Amounts
shall be credited with at least a reasonable rate of interest as determined
by the Administrator from time to time. Notwithstanding the foregoing, upon
any termination of this Plan, the Company may in its sole discretion
accelerate the payment of all Deferred Amounts credited as of the date of
termination of this Plan. This Plan shall remain in effect until terminated
pursuant to this Section 8.2.
8.3 WITHHOLDING. To the extent required by the laws in effect
when compensation is deferred and when amounts are distributed from a
Participant's Account, the Company shall withhold from Participants'
compensation, or from amounts payable hereunder, any federal, state or local
taxes required by law to be withheld.
8.4 NO OBLIGATION. Neither this Plan nor any elections hereunder
shall create any obligation on the Company to continue any existing incentive
compensation plans or policies or to establish or continue any other
programs, plans or policies of any kind. Neither this Plan nor any election
made pursuant to this Plan shall give any Participant or other employee the
right to receive benefits not specifically provided for by the Plan, nor any
right with respect to continuance of employment by the Company, nor shall
there be a limitation in any way on the right of the Company to terminate an
employee's employment at any time.
8.5 NO ASSIGNMENT. Except by will or the laws of descent and
distribution, no right or interest in any Account or Deferred Amount under
this Plan may be assigned, transferred, pledged or hypothecated, and no right
or interest of any Participant in any Account hereunder or to any Deferred
Amount shall be subject to any lien, pledge, encumbrance, charge,
garnishment, execution, alienation, obligation or liability of such
Participant, whether voluntary or involuntary, including, but not limited to,
any liability that is for alimony or other payments for the support of a
spouse or former spouse, or for any other relative of a Participant.
8.6 FACILITY OF PAYMENT. Any amounts payable hereunder to any
person who is under legal disability or who, in the judgment of the
Administrator, is unable to manage his financial affairs, may be paid to the
legal representative of such person or may be applied for the benefit of such
person in any manner that the Company may select. Any such payment shall be
deemed to be payment for such person's Account, and shall be a complete
discharge of all liability of the Company with respect to the amount so paid.
8.7 APPLICABLE LAW. This Plan and the obligations of the Company
hereunder shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any governmental or regulatory
agency as may from time to time be required.
11
<PAGE>
8.8 GOVERNING LAW. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Texas (regardless of the law that might otherwise govern under
applicable Texas principles of conflict of laws). Any provision of this Plan
prohibited by the law of any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition without invalidating the
remaining provisions hereof.
8.9 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so
apply. The titles to sections of this Plan are intended solely as a
convenience and shall not be used as an aid in construction of any provisions
thereof.
12
<PAGE>
April 27, 1998
The SABRE Group Holdings, Inc.
4255 Amon Carter Boulevard
Fort Worth, TX 76155
Registration Statement on Form S-8 pertaining to
The SABRE Group Holdings, Inc. Deferred Compensation Plan
---------------------------------------------------------
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Corporate Secretary of
The SABRE Group Holdings, Inc., a Delaware corporation, and its subsidiaries
(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 $8,000,000
of unsecured obligations (the "Deferred Compensation Obligations") of the
Company to pay deferred compensation in the future to eligible employees of
the Company in accordance with the terms of the Company's Deferred
Compensation 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 Deferred
Compensation Obligations have been duly authorized and, when issued to
eligible employees of the Company in accordance with the Plan, will
constitute the valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to or limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium or other
similar laws relating to or affecting the rights of creditors generally.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
By: /s/ ANDREW B. STEINBERG
-----------------------------------
Andrew B. Steinberg
Senior Vice President, General
Counsel and Corporate Secretary
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The SABRE Group Holdings, Inc. Deferred Compensation
Plan, of our report dated January 19, 1998, except for Note 14, as to which
the date is February 27, 1998, with respect to the consolidated financial
statements of The SABRE Group Holdings, Inc. included in the Annual Report
(Form 10-K) for the year ended December 31, 1997.
Dallas, Texas
April 22, 1998
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ ROBERT L. CRANDALL
---------------------------------------
Robert L. Crandall
Chairman of the Board of Directors
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ MICHAEL J. DURHAM
------------------------------------
Michael J. Durham
President, Chief Executive Officer
and Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ T. PATRICK KELLY
------------------------------------
T. Patrick Kelly
Senior Vice President, Chief Financial
Officer and Treasurer
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ GERARD J. ARPEY
------------------------------------
Gerard J. Arpey
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ ANNE H. MCNAMARA
------------------------------------
Anne H. McNamara
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ EDWARD A. BRENNAN
------------------------------------
Edward A. Brennan
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ DEE J. KELLY
------------------------------------
Dee J. Kelly
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ GLENN W. MARSCHEL
------------------------------------
Glenn W. Marschel
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ RICHARD L. THOMAS
------------------------------------
Richard L. Thomas
Director
<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"), Deferred Compensation
Obligations of the Corporation to be offered pursuant to The SABRE
Group Holdings, Inc. Deferred Compensation 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 Deferred Compensation Obligations 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 20th day of April, 1998.
By: /s/ PAUL C. ELY
------------------------------------
Paul C. Ely
Director
