AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NOS. 333- AND 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
SABRE HOLDINGS CORPORATION
(Exact name of registrants as specified in their charters)
-----------------------------------
DELAWARE
(State or other jurisdiction of
incorporation or organization)
75-2662240
(I.R.S. Employer Identification No.)
4255 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(817) 963-6400
(Address, including zip code, and telephone
number, including area code, of registrants'
principal executive offices)
JEFFERY M. JACKSON
Executive Vice President, Chief Financial Officer
and Treasurer
SABRE HOLDINGS CORPORATION
4255 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(817) 963-6400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------------
COPY TO:
THOMAS W. CHRISTOPHER
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement, as
determined by market conditions.
-----------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
(Continued on next page)
-----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===========================================================================
<PAGE>
(Continued from previous page)
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ] ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS OF MAXIMUM AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED(1) BE REGISTERED(2)(3) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share
Preferred Stock, par value
$.01 per share
Warrants to Purchase
Class A Common Stock
Stock Purchase
Contracts and Stock
Purchase Units
Debt Securities
Warrants to Purchase
Debt Securities........... $750,000,000 (5) $750,000,000(4) $198,000
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Also includes (i) such indeterminate number of shares of Class A
Common Stock and shares of Preferred Stock as may be issued upon (a)
conversion of or exchange for other shares of Preferred Stock or Debt
Securities to the extent such other shares of Preferred Stock or Debt
Securities provide for conversion into or exchange for shares of Class
A Common Stock or Preferred Stock, or (b) exercise of any Warrants to
purchase Class A Common Stock or Stock Purchase Contracts, (ii) such
indeterminate principal amount of Debt Securities as may be issued
upon (a) conversion of or exchange for shares of Preferred Stock or
other Debt Securities to the extent such shares of Preferred Stock and
other Debt Securities provide for conversion into or exchange for Debt
Securities or (b) exercise of any Warrants to purchase Debt Securities
and (iii) Stock Purchase Contracts which may be offered as part of
Units of Stock Purchase Contracts and other Securities registered
hereby.
(2) Or, if any Debt Securities are issued at an Original Issue Discount,
such greater amount as shall result in an aggregate public offering
price not in excess of $750,000,000.
(3) In U.S. dollars or the equivalent thereof in one or more foreign
currencies or currency units or composite currencies.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(5) Not specified as to each class of Securities to be registered pursuant
to General Instruction II-D of Form S-3.
-----------------------------------
</FN>
</TABLE>
<PAGE>
[RED HERRING]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION DATED MARCH 10, 2000
PROSPECTUS
SABRE HOLDINGS CORPORATION
CLASS A COMMON STOCK, PREFERRED STOCK,
WARRANTS TO PURCHASE CLASS A COMMON STOCK,
STOCK PURCHASE CONTRACTS, STOCK PURCHASE UNITS,
DEBT SECURITIES AND
WARRANTS TO PURCHASE DEBT SECURITIES
------------------
Through this prospectus, we may periodically offer:
o shares of our Class A common stock;
o shares of our preferred stock;
o warrants to purchase our Class A common stock;
o contracts to purchase shares of our Class A common stock or
preferred stock;
o our debt securities;
o warrants to purchase our debt securities; and/or
o units consisting of contracts to purchase shares of our
Class A common stock or preferred stock and our preferred
stock or debt securities or U.S. treasury securities.
The offering price of all securities issued under this prospectus
may not exceed $750,000,000. We will provide the specific terms of these
securities in supplements to this prospectus. This prospectus may be used
to offer and sell securities only if accompanied by the prospectus
supplement for those securities. You should read this prospectus and any
prospectus supplement carefully before you invest in any of these
securities.
Our Class A common stock trades on the New York Stock Exchange
under the symbol "TSG." We will list any shares of our Class A common stock
sold under this prospectus on the New York Stock Exchange. If we decide to
list or seek a quotation for any other securities, the prospectus
supplement will disclose the exchange or market on which such securities
will be listed or quoted.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
------------------
The date of this prospectus is , 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT
ACCOMPANYING THIS PROSPECTUS AND THAT WE HAVE REFERRED YOU TO. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR IN ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
------------------
Unless we specify otherwise, references in this prospectus to
"Sabre," "we," "us" and "our" are to Sabre Holdings Corporation and its
consolidated subsidiaries.
------------------
TABLE OF CONTENTS
PAGE
Sabre............................................................... 3
Use of Proceeds..................................................... 3
Ratio of Earnings to Fixed Charges.................................. 4
Description of Capital Stock........................................ 4
Description of Stock Purchase Contracts and Stock Purchase Units.... 11
Description of Debt Securities...................................... 11
Description of Warrants............................................. 19
Plan of Distribution................................................ 21
Legal Matters....................................................... 22
Experts............................................................. 22
Where You Can Find More Information................................. 22
Forward-Looking Statements.......................................... 23
------------------
<PAGE>
SABRE
GENERAL
We are a global leader in information technology for the travel
and transportation industries. Through our Sabre [TRADEMARK] computer
reservations system, we are a leader in the electronic distribution of
travel. The Sabre system allows travel agencies, corporate travel
departments and individual consumers to access information about and book
reservations with airlines and other providers of travel and travel-related
products and services. In addition, we are a leading provider of
information technology solutions to the travel and transportation
industries and fulfill substantially all of the data processing, network
and distributed systems needs of American Airlines and AMR's other
subsidiaries, Canadian Airlines International, Ltd., US Airways, Inc. and
other customers.
We are a holding company incorporated in Delaware on June 25,
1996. As the result of a reorganization completed on July 2, 1996, we
became the successor to the businesses of The Sabre Group which were
formerly operated as divisions or subsidiaries of American Airlines, Inc.
or AMR Corporation. On October 17, 1996, we completed an initial public
offering of 23,230,000 shares of our Class A common stock, representing
approximately 17.8% of the economic interest of our outstanding common
equity. As of December 31, 1999, AMR owned all 107,374,000 shares of our
Class B Common Stock, representing approximately 82.7% of the economic
interest and 98.0% of the combined voting power of all classes of our
voting stock.
On July 30, 1999, we changed our name from The Sabre Group
Holdings, Inc. to our current name, Sabre Holdings Corporation.
RECENT DEVELOPMENTS
On March 7, 2000, Travelocity.com completed its merger with
Preview Travel, Inc. In connection with the merger, we contributed
our Travelocity division, and Preview Travel contributed its business,
to a partnership that will operate the combined businesses. We directly,
and indirectly through our ownership interest in Travelocity.com, own
approximately 70% of this partnership. Public shareholders own the
remainder of the partnership through their interests in Travelocity.com.
As a result of these transactions, Travelocity.com is now one of the
leading online travel services.
On December 14, 1999, our parent company, AMR, announced its
intention to distribute its entire ownership interest in us to its
stockholders in a spin-off. The shares of our Class B common stock held by
AMR will be converted into shares of our Class A common stock immediately
prior to the spin-off. The spin-off is expected to be completed in the
first quarter of 2000. The IRS has ruled that the spin-off will be tax-free
to us, AMR and AMR's stockholders. In connection with the spin-off, on
February 18, 2000 we paid a one-time cash dividend of $675 million, or
approximately $5.20 per share, to all stockholders of record as of the
opening of regular trading on the New York Stock Exchange on February 15,
2000.
------------------
Our principal executive offices are located at 4255 Amon Carter
Boulevard, Fort Worth, Texas 76155, and our telephone number is (817)
963-6400.
USE OF PROCEEDS
Except as we may otherwise state in any prospectus supplement, we
intend to use the net proceeds from the sale of the securities described in
this prospectus for general corporate purposes, including the retirement of
debt, additions to working capital, capital expenditures and for
acquisitions.
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings
to fixed charges for the periods indicated. The ratio of earnings to fixed
charges is computed by dividing fixed charges into net earnings before
income taxes and earnings from equity investees, plus fixed charges and the
distributed income from equity investees. Fixed charges include interest
costs and the estimated interest component of rent expense (one-third of
rent expense under operating leases).
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------- -------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........... 16.29 11.78 10.48 7.95 16.77 10.34
</TABLE>
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is not complete
and is qualified in its entirety by reference to our certificate of
incorporation and bylaws and to any certificate of designations that we
file with the SEC if we offer preferred stock under this prospectus. We
have filed a copy of our certificate of incorporation as an exhibit to the
registration statement of which this prospectus is part.
GENERAL
Our authorized capital stock consists of
o 250,000,000 shares of Class A common stock, par value $.01
per share,
o 107,374,000 shares of Class B common stock, par value $.01
per share, and
o 20,000,000 shares of preferred stock, par value $.01 per
share.
As of December 31, 1999, 22,421,467 shares of our Class A common stock,
107,374,000 of our Class B common stock and no shares of our preferred
stock were issued and outstanding. Following AMR's distribution of its
holdings of our stock to its stockholders, no shares of our Class B common
stock will be outstanding. See "Sabre -- Recent Developments." We are
considering amending our certificate of incorporation soon after the
spin-off to remove the provisions that relate to our Class B common stock
and the provisions governing the allocation of corporate opportunities and
resolution of conflicts of interest among our company, AMR and our
respective affiliates. We are also considering amending corresponding
provisions in our bylaws. Accordingly, portions of the description of our
common stock and charter and bylaw provisions below will no longer apply
following the spin-off and the adoption of the proposed charter amendments,
if approved by our stockholders, and the adoption of the proposed bylaw
amendments. The charter amendments will be described in detail in our proxy
statement for our annual meeting of stockholders.
COMMON STOCK
VOTING RIGHTS
The holders of our Class A common stock and Class B common stock
generally have identical rights except that holders of our Class A common
stock are entitled to one vote per share while holders of our Class B
common stock are entitled to 10 votes per share on all matters to be voted
on by stockholders. Holders of shares of our Class A common stock and Class
B common stock are not entitled to cumulate their votes in the election of
directors.
Generally, all matters to be voted on by our stockholders must be
approved by a majority (or, in the case of the election of directors, by a
plurality) of the votes entitled to be cast by all of our common
stockholders, voting together as a single class, subject to any voting
rights granted to any of the holders of our preferred stock. Except as the
law may otherwise provide, and subject to any voting rights granted to
holders of our preferred stock, amendments to our certificate of
incorporation generally must be approved by a majority of the combined
voting power of all of our common stockholders, voting together as a single
class. However, amendments to our certificate of incorporation that would
alter or change the powers, preferences or special rights of our Class A
common stock or our Class B common stock in an adverse way also requires
the approval of a majority of the votes entitled to be cast by that class,
voting as a separate class. Nevertheless, any amendment to our certificate
of incorporation to increase the authorized shares of any class or
authorize the creation, authorization or issuance of any securities
convertible into, or warrants or options to acquire, shares of that class
requires the approval of the holders of a majority of our common stock,
voting together as a single class.
If AMR ceases to beneficially own an aggregate of at least a
majority of the voting power of our Voting Stock (as defined in
"Certificate of Incorporation and Bylaw Provisions -- Classified Board of
Directors" below) then outstanding (the "Trigger Date"), amendments to
certain provisions of our certificate of incorporation will require the
approval of 80% of the combined voting power of all of our Class A common
stock and Class B common stock, voting together as a single class.
DIVIDENDS
Holders of our common stock will share in an equal amount per
share in any dividend declared by our board of directors, subject to any
preferential rights of any of our outstanding preferred stock. Dividends
consisting of shares of Class A common stock and Class B common stock may
be paid only as follows:
o shares of our Class A common stock may be paid only to
holders of our Class A common stock and shares of our Class
B common stock may be paid only to holders of our Class B
common stock and
o shares will be paid proportionally with respect to each
outstanding share of our Class A common stock and our Class
B common stock.
CONVERSION
Each share of our Class B common stock is convertible while held
by AMR or any of its subsidiaries at that holder's option into one share of
our Class A common stock. Once any tax-free spin-off (as defined in the
next paragraph) occurs, shares of our Class B common stock will not be
convertible into shares of our Class A common stock at the option of their
holder.
Except as described below, any shares of our Class B common stock
transferred to a person other than AMR or any of its subsidiaries or the
Class B transferee (as defined in the next sentence) will automatically
convert to shares of our Class A common stock upon the disposition. The
Class B transferee is a person not affiliated with AMR or its subsidiaries
to whom shares of our Class B common stock representing more than a 50%
economic interest in our company are transferred by AMR or any of its
subsidiaries in a single transaction. Shares of our Class B common stock
transferred to the Class B transferee will not automatically convert to
shares of our Class A common stock upon the disposition. Any shares of
Class B common stock retained by AMR or its subsidiaries following any such
transfer of shares of our Class B common stock to the Class B transferee
will automatically convert into shares of our Class A common stock upon the
transfer. Shares of our Class B common stock transferred to stockholders of
AMR or stockholders of the Class B transferee in a transaction intended to
be on a tax-free basis (a "tax-free spin-off") under the Internal Revenue
Code of 1986, as amended, will not convert to shares of our Class A common
stock upon the occurrence of that tax-free spin-off.
OTHER RIGHTS
On our liquidation, dissolution or winding up, after payment in
full of any amounts we must pay to any creditors and any holders of our
preferred stock, all of our common stockholders, regardless of class, are
entitled to share ratably in any assets available for distribution to our
common stockholders.
No shares of either class of our common stock are subject to
redemption or have preemptive rights to purchase additional shares of our
common stock.
PREFERRED STOCK
As of the date of this prospectus, no shares of preferred stock
are outstanding. Our board of directors may authorize the issuance of
preferred stock in one or more series and may determine, with respect to
any series, the designations, powers, preferences and rights of that
series, and the qualifications, limitations and restrictions of that
series, including:
o the designation of the series;
o the number of shares of the series, which number may
thereafter be increased or decreased by our board of
directors (but not below the number of shares of that series
then outstanding);
o whether dividends, if any, will be cumulative or
noncumulative and the dividend rate of the series;
o the conditions under which and the dates upon which
dividends will be payable, and the relation which those
dividends will bear to the dividends payable on any other
class or classes of stock;
o the redemption rights and price or prices, if any, for
shares of the series;
o the terms and amounts of any sinking fund provided for the
purchase or redemption of shares of the series;
o the amounts payable on and the preferences of shares of the
series, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of our
company;
o whether the shares of the series will be convertible into
shares of any other class or series, or any other security,
of our company or any other corporation, and, if so, the
specification of that other class or series or that other
security, the conversion price or prices or rate or rates,
any adjustments to that price or those prices or that rate
or those rates, the date or dates as of which those shares
will be convertible and all other terms and conditions upon
which the conversion may be made;
o restrictions on the issuance of shares of the same series or
of any other class or series; and
o the voting rights, if any, of the holders of shares of that
series.
We believe that the ability of our board of directors to issue
one or more series of preferred stock will provide us with flexibility in
structuring possible future financings and acquisitions and in meeting
other corporate needs that might arise. Our authorized shares of preferred
stock will be available for issuance without further action by our
stockholders, unless that action is required by applicable law or the rules
of any stock exchange or automated quotation system on which our securities
may be listed or traded. The New York Stock Exchange currently requires
stockholder approval as a prerequisite to listing shares in several
instances, including where the present or potential issuance of shares
could result in an increase in the number of shares of common stock
outstanding, or in the amount of voting securities outstanding, of at least
20%.
Although our board of directors has no intention at the present
time of doing so, it could issue a series of preferred stock that could,
depending on the terms of that series, impede the completion of a merger,
tender offer or other takeover attempt. Our board of directors may decide
to issue those shares based on its judgment as to the best interests of our
company and our stockholders. Our board of directors, in so acting, could
issue preferred stock having terms that could discourage a potential
acquiror from making an unsolicited and unwanted acquisition attempt
through which that acquiror may be able to change the composition of our
board of directors, including a tender offer or other transaction that
some, or a majority, of our stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then current market price of that stock.
BUSINESS COMBINATION STATUTE
We are subject to Section 203 of the Delaware General Corporation
Law (referred to as the DGCL) which restricts certain business combinations
between our company and an "interested stockholder" or its affiliates or
associates for three years after the stockholder becomes an "interested
stockholder." An "interested stockholder" is, in general, a stockholder
that owns 15% or more of a corporation's outstanding voting stock. The
restrictions do not apply if our board of directors approved the
transaction that caused an interested stockholder to become an interested
stockholder, our board of directors approves the transaction and
stockholders holding at least 66 2/3% of our outstanding voting stock not
owned by the interested stockholder approves the transaction at a
stockholders' meeting or upon consummation of the transaction, the
interested stockholder owns at least 85% of our voting stock outstanding at
the time the transaction commenced (excluding certain shares). Because AMR
became an interested stockholder at a time when the restrictions did not
apply, the restrictions will not apply to any business combination with
AMR. Although our stockholders may elect to exclude our company from the
restrictions imposed by Section 203 of the DGCL, our certificate of
incorporation does not currently exclude us from those restrictions.
CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS
The summary set forth below describes certain provisions of our
certificate of incorporation and bylaws. The summary is qualified in its
entirety by reference to the provisions of our certificate of incorporation
and bylaws, copies of which we have filed as exhibits to the registration
statement of which this prospectus forms a part.
Some of the provisions of our certificate of incorporation and
bylaws discussed below may have the effect, either alone or in combination
with the provisions of Section 203 discussed above, of making more
difficult or discouraging a tender offer, proxy contest or other takeover
attempt that is opposed by our board of directors but that a stockholder
might consider to be in its best interest.
CLASSIFIED BOARD OF DIRECTORS
Our certificate of incorporation and bylaws provide for a
classified board of directors. Except for directors that may be elected by
the holders of our preferred stock or any other series or class of our
stock, our board is divided into three classes, with the directors of each
class as nearly equal in number as possible. The directors of each class
serve a term that expires at the third succeeding annual meeting of our
stockholders after their election, and each director holds office until his
or her successor is duly elected and qualified. At each annual meeting of
our stockholders, the term of a different class of our directors expires.
Our board of directors may not consist of more than 12 or less than three
directors. Our bylaws also provide generally that any vacancies will be
filled only by the affirmative vote of a majority of our remaining
directors, even if less than a quorum. Therefore, without an amendment to
our bylaws, our board of directors could prevent any stockholder from
enlarging our board of directors and filling the new directorships with
that stockholder's own nominees.
Our certificate of incorporation and bylaws generally provide
that effective as of the Trigger Date, our directors may be removed only
for cause and only upon the affirmative vote of holders of at least 80% of
the voting power of all the then outstanding shares of our stock entitled
to vote generally in the election of directors ("Voting Stock"), voting
together as a single class; provided however, that before the Trigger Date,
directors may be removed, without cause, with the affirmative vote of the
holders of at least a majority of the voting power of our then outstanding
Voting Stock, voting together as a class.
The classification of our directors will have the effect of
making it more difficult to change the composition of our board of
directors. It could also have the effect of discouraging a third party from
initiating a proxy contest, making a tender offer or otherwise attempting
to obtain control of our company, even though such an attempt might be
beneficial to our company and our stockholders.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
Our certificate of incorporation and bylaws generally provide
that, effective as of the Trigger Date, stockholder action can be taken
only at an annual or special meeting of our stockholders and may not be
taken by written consent in place of a meeting. Our bylaws generally
provide that special meetings of our stockholders can be called only by our
board of directors. Effective as of the Trigger Date, our stockholders may
not call a special meeting or require that our board of directors call such
a meeting. The business conducted at any special meeting of our
stockholders is limited to the business set forth in our notice of meeting
provided to stockholders.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND
STOCKHOLDER PROPOSALS
Our bylaws establish an advance notice procedure for our
stockholders to make nominations of candidates for election as directors or
bring other business before an annual meeting of our stockholders. This
stockholder notice procedure provides that only persons who are nominated
by, or at the direction of, our board of directors, or by a stockholder who
has given timely written notice, will be eligible for election as directors
of our company. In addition, the business that may be conducted at an
annual meeting is limited to business that has been brought before the
meeting by, or at the direction of, our chairman of the board or our board
of directors or by a stockholder who has given timely written notice of
that stockholder's intention to bring that business before the meeting.
The stockholder notice procedure may have the effect of
precluding a contest for the election of directors or the consideration of
stockholder proposals if the proper procedures are not followed, and of
discouraging or deterring a third party from conducting a solicitation of
proxies to elect its own slate of directors or to approve its own proposal,
without regard to whether consideration of those nominees or proposals
might be harmful or beneficial to our company and our stockholders. The
stockholder notice procedure does not apply to AMR and its affiliates prior
to the Trigger Date.
AMENDMENTS
Our certificate of incorporation and bylaws require that,
effective as of the Trigger Date, any amendment to the provisions of our
bylaws or to certain provisions of our certificate of incorporation,
including those provisions discussed above, must be approved by the holders
of at least 80% of the Voting Stock. Our certificate of incorporation
further provides that our board of directors may amend our bylaws.
CORPORATE OPPORTUNITY AND CONFLICT OF INTEREST POLICIES
Our certificate of incorporation contains provisions to address
some potential conflicts of interest between our company and AMR. In
general, these provisions recognize that we and AMR and our and their
subsidiaries may engage in the same or similar business activities and
lines of business and may have an interest in the same corporate
opportunities. These provisions recognize that we and AMR and our and their
subsidiaries will continue to have contractual and business relations with
each other even after the Trigger Event.
CORPORATE OPPORTUNITY POLICY
Our certificate of incorporation provides that, except as AMR may
otherwise agree in writing, AMR will have the right to
o engage in the same or similar business activities or lines
of business as our company,
o do business with any potential or actual client, customer or
supplier of our company and
o employ or engage any of our officers or employees.
Neither AMR nor any of its officers or directors will be liable to us or
our stockholders for any breach of fiduciary duty by reason of these
activities. In addition, if AMR learns of a potential transaction or matter
that may be a corporate opportunity for both AMR and our company, AMR will
have no duty to communicate that opportunity to us. AMR will not be liable
to us or our stockholders because AMR pursues or acquires that corporate
opportunity for itself, directs that corporate opportunity to another
person or entity or does not present that corporate opportunity to us.
If one of our directors or officers who is also a director or
officer of AMR learns of a potential transaction or matter that may be a
corporate opportunity for both our company and AMR, our certificate of
incorporation requires that our director or officer act in good faith under
the following three-part policy:
o a corporate opportunity offered to any person who is a
director but not an officer of our company and who is also
an officer (whether or not a director) of AMR will belong to
AMR, unless the opportunity is expressly offered to that
person primarily in his or her capacity as a director of our
company; in that case, the opportunity will belong to us.
o a corporate opportunity offered to any person who is an
officer (whether or not a director) of our company and who
is also a director but not an officer of AMR will belong to
us, unless the opportunity is expressly offered to that
person primarily in his or her capacity as a director of
AMR; in that case the opportunity will belong to AMR.
o a corporate opportunity offered to any other person who is
either an officer of both our company and AMR or a director
of both our company and AMR will belong to AMR or to us, as
applicable, if the opportunity is expressly offered to the
person primarily in his or her capacity as an officer or
director of AMR or of our company, respectively. Otherwise,
the opportunity will belong to AMR.
Under our certificate of incorporation, neither we nor AMR can
pursue (or direct to another person or entity) any corporate opportunity
that belongs to the other until the party to whom the opportunity
determines not to pursue the opportunity. However, if the party to whom the
corporate opportunity belongs does not within a reasonable period of time
begin to pursue, or thereafter continue to pursue, the opportunity
diligently and in good faith, the other party may pursue the opportunity
(or direct it to another person or entity).
A director or officer of our company who follows the three-part
policy above will be considered to have acted reasonably and in good faith
and fully to have satisfied his or her duties of loyalty and fiduciary
duties to our company and our stockholders with respect to that
opportunity.
Under our certificate of incorporation, "corporate opportunities"
potentially allocable to our company consist of business opportunities
which
o we are financially able to undertake;
o are, from their nature, in our line or lines of business and
are of practical advantage to us; and
o are ones in which we have an interest or reasonable
expectancy.
In addition, "corporate opportunities" do not include transactions that we
or AMR may participate in under any agreement between our company and AMR
when any of our equity is held of record by any person other than AMR or
subsequently entered into with the approval of our disinterested directors.
For purposes of these corporate opportunity provisions, our chairman of the
board or chief executive officer will not be considered an officer of our
company by reason of holding that position, unless that person is one of
our full-time employees.
CONFLICT OF INTERESTS POLICY
Our certificate of incorporation provides that no contract,
agreement, arrangement or transaction between
o our company and AMR,
o our company and any customer or supplier or any entity in
which one of our directors has a financial interest (a
"Related Entity"), or
o our company and one or more of the directors or officers of
our company, AMR or any Related Entity,
or any amendment, modification or termination of that contract, agreement,
arrangement or transaction, will be voidable solely because
o AMR or that customer or supplier, any Related Entity, or any
one or more of the officers or directors of our company, AMR
or any Related Entity are parties to it, or
o any of those directors or officers are present at or
participate in the meeting of our board of directors or
committee of the board which authorizes the contract,
agreement, arrangement, transaction, amendment, modification
or termination (each, a "Transaction") or
o solely because their votes are counted for that purpose,
if one of the following four requirements is met:
o the material facts as to the Transaction are disclosed or
known to our board of directors or the committee of our
board that authorizes the Transaction, and our board of
directors or that committee in good faith approves the
Transaction by a majority of the disinterested directors on
our board or that committee, even if the disinterested
directors are less than a quorum;
o the material facts as to the Transaction are disclosed or
known to the holders of the Voting Stock entitled to vote on
the Transaction, and the Transaction is specifically
approved by vote of the holders of a majority of the then
outstanding Voting Stock not owned by AMR or the Related
Entity, voting together as a single class;
o the Transaction is effected under guidelines which are in
good faith approved by a majority of the disinterested
directors on our board of directors or the applicable
committee of the board or by vote of the holders of a
majority of the then outstanding Voting Stock not owned by
AMR or the Related Entity, voting together as a single
class; or
o the Transaction is fair to our company as of the time it is
approved by our board of directors, a committee of our board
or our stockholders.
Our certificate of incorporation also provides that any
Transaction authorized, approved or effected, and each of the guidelines so
authorized or approved, as described in the first three items of the
immediately preceding list, will be deemed to be entirely fair to our
company and our stockholders; provided that, if that authorization or
approval is not obtained, or the Transaction is not so effected, no
presumption shall arise that the Transaction or guideline is not fair to
our company and our stockholders.
Effective as of the Trigger Date, the affirmative vote of the
holders of more than 80 percent of the outstanding Voting Stock, voting
together as a single class, will be required to alter, amend or repeal any
of these conflict of interest or corporate opportunity provisions in a
manner adverse to the interests of AMR.
RIGHTS TO PURCHASE SECURITIES AND OTHER PROPERTY
Our certificate of incorporation authorizes our board of
directors to create and issue rights entitling their holders to purchase
shares of capital stock or other securities or property from us. Our board
of directors will determine the times at which and terms upon which those
rights are to be issued. Our board of directors has authority to determine,
among other things:
o the purchase price of the capital stock to be purchased upon
exercise of those rights;
o provisions relating to the times at which and the
circumstances under which those rights may be exercised or
sold or otherwise transferred, either together with or
separately from, any other stock or other securities of our
company;
o provisions which adjust the number or exercise price of such
rights or amount or nature of the stock receivable upon
exercise of those rights if there is a combination, split or
recapitalization of any of our stock, a change in ownership
of our stock or other securities or a reorganization,
merger, consolidation, sale of assets or other event
relating to our company or our stock, and provisions
restricting our ability to enter into any such transaction
absent an assumption by the other party or parties to the
transaction of our obligations under those rights;
o provisions which deny the holder of a specified percentage
of our outstanding securities the right to exercise those
rights and cause those rights held by that holder to become
void;
o provisions which permit us to redeem or exchange those
rights; and
o the appointment of the rights agent with respect to those
rights.
LISTING
Our Class A common stock trades on the New York Stock Exchange
under the symbol "TSG." We will list any shares of our Class A common stock
sold under this prospectus on the New York Stock Exchange.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Bank One
Trust Company, NA.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts that
would require holders to purchase from us and for us to sell to them, a
specified number of shares of our Class A common stock or preferred stock
at a future date or dates. The price per share of Class A common stock and
number of shares of Class A common stock may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. We may issue
the stock purchase contracts separately or as part of stock purchase units
consisting of a stock purchase contract and debt securities, preferred
stock or U.S. Treasury securities, that secure the holders' obligations to
purchase our Class A common stock or preferred stock under the stock
purchase contracts. The stock purchase contracts may require us to make
periodic payments to the holders of the stock purchase units or vice versa,
and those payments may be unsecured or prefunded on some basis. The stock
purchase contracts may require holders to secure their obligations under
the stock purchase contracts in a specified manner.
We will describe the terms of any stock purchase contracts or
stock purchase units that we offer under this prospectus in a prospectus
supplement. The description in the prospectus supplement will not
necessarily be complete and will be qualified in its entirety by reference
to the stock purchase contracts or stock purchase units.
DESCRIPTION OF DEBT SECURITIES
The following description summarizes some of the general terms
and conditions of the debt securities that we may issue under this
prospectus. We will describe the particular terms of any debt securities
that we offer and the extent to which the general provisions below will
apply to those debt securities in a prospectus supplement relating to those
debt securities.
We will issue these debt securities under an indenture. SunTrust
Bank will serve as the trustee under the indenture. The terms of the debt
securities will include those stated in the indenture and those made part
of the indenture by reference to the Trust Indenture Act of 1939, as
amended. The debt securities will be subject to all those terms, and we
refer the holders of the debt securities to the indenture and the Trust
Indenture Act for a statement of those terms. Unless we otherwise indicate,
capitalized terms have the meanings given them in the indenture.
The applicable prospectus supplement will specify whether the
debt securities we issue will be senior, senior subordinated or
subordinated (including, if applicable, junior subordinated) debt. The debt
securities may be convertible into shares of our preferred stock or Class A
common stock or other securities or may be issued as part of units of debt
securities and other securities that we may offer under this prospectus. If
we issue debt securities as part of units consisting of debt securities and
other securities we may issue under this prospectus or in exchange for
shares of our preferred stock, we will describe any applicable material
federal income tax consequences to holders in the applicable prospectus
supplement.
The following summary of various provisions of the indenture and
the debt securities is not complete.
GENERAL
The indenture will not limit the amount of additional
indebtedness that we or any of our subsidiaries may incur, except as we may
provide in the applicable prospectus supplement. The debt securities will
be senior or subordinated obligations as described in the applicable
prospectus supplement.
We will indicate in the applicable prospectus supplement the
following terms of and information concerning any debt securities we issue
(to the extent those terms apply to those debt securities and have not been
otherwise described):
o the specific title, aggregate principal amount, denomination
and form;
o the date of maturity (or the method by which that date may
be determined or extended);
o any interest rate or rates, whether fixed or floating (or
the method by which that rate or those rates will be
determined);
o the date from which interest will accrue (or the method by
which that date may be determined or reset), the dates on
which that interest will be payable and the record date for
any interest payable on the interest payment date and the
basis upon which interest will be calculated if other than
that of a 360-day year of twelve 30-day months;
o the place or places where the principal of and any premium
and any interest on the debt securities will be payable, or
where those debt securities may be surrendered for
registration of transfer or exchange, if not the corporate
trust office of the trustee for those debt securities;
o the portion of the principal amount of debt securities of
the series payable upon certain declarations of acceleration
or the method by which that portion shall be determined;
o the denominations and the currency, currencies, currency
units or composite currencies in which the debt securities
will be issuable;
o the currency, currencies, currency units or composite
currencies in which payments on the debt securities will be
made, if not U.S. dollars;
o whether the debt securities are senior debt securities or
subordinated debt securities, and if subordinated debt
securities, the terms of the subordination;
o any redemption, repayment or sinking fund provisions,
including the period or periods within which, the currency,
currencies, currency units or composite currencies in which
and the other terms and conditions upon which we may redeem
the debt securities;
o the ability of a holder of a debt security to renew or
extend the maturity of all or any portion of a debt
security;
o whether the debt securities are convertible into or
exchangeable for our common stock or preferred stock or
other securities and the terms of the security into which
they are convertible or exchangeable (see "Description of
Capital Stock"), the conversion price or exchange ratio,
other terms related to conversion and exchange and any
anti-dilution protections;
o whether the debt securities will be sold as part of units
consisting of debt securities and other securities that we
may offer under this prospectus;
o if the amount of payments of principal of or any premium or
interest on any debt securities of the series may be
determined by reference to an index, formula or other
method, the index, formula or other method by which those
amounts will be determined;
o whether and by what method the debt securities of the series
(or certain covenants under the related indenture) may be
defeased and discharged by us;
o whether the debt securities of the series shall be issued in
whole or in part as book-entry securities;
o whether additional debt securities of the series may be
issued following the initial issuance of the debt securities
of the series;
o any applicable material federal income tax consequences; and
o any other material specific terms of the debt securities,
including any material additional events of default or
covenants provided for and any material terms that may be
required by or advisable under applicable laws or
regulations.
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
Unless otherwise indicated in an applicable prospectus supplement,
principal of and premium, if any, and interest, if any, on the debt
securities will be payable, and the debt securities will be exchangeable
and transfers of debt securities will be registrable, at the office of the
trustee at 919 East Main Street, LL-1, Richmond, VA 23219. At our option,
however, payment of interest may be made by:
o wire transfer on the date of payment in immediately
available federal funds or next day funds to an account
specified by written notice to the trustee from any holder
of debt securities;
o any similar manner that the holder may designate in writing
to the trustee; or
o check mailed to the address of the holder as it appears in
the security register.
Any payment of principal and premium, if any, and interest, if
any, required to be made on a day that is not a business day need not be
made on that day, but may be made on the next succeeding business day with
the same force and effect as if made on the non-business day. No interest
will accrue for the period from and after the non-business day.
Unless otherwise indicated in the prospectus supplement relating
to the particular series of debt securities, we will issue the debt
securities only in fully registered form, without coupons, in denominations
of $1,000 or any multiple of $1,000. We will not require a service charge
for any transfer or exchange of the debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with any transfer or exchange.
ORIGINAL ISSUE DISCOUNT SECURITIES
Debt securities may be issued under the indenture as original
issue discount securities to be offered and sold at a substantial discount
from their stated principal amount. An original issue discount security
under the indenture includes any security which provides for an amount less
than its principal amount to be due and payable upon a declaration of
acceleration upon the occurrence of an event of default. In addition, under
regulations of the U.S. Treasury Department it is possible that debt
securities which are offered and sold at their stated principal amount
would, under certain circumstances, be treated as issued at an original
issue discount for federal income tax purposes, and special rules may apply
to debt securities and warrants which are considered to be issued as
"investment units". Federal income tax consequences and other special
considerations applicable to any such original issue discount securities,
or other debt securities treated as issued at an original issue discount,
and to "investment units" will be described in the applicable prospectus
supplement.
BOOK-ENTRY DEBT SECURITIES
The debt securities of a series may be issued in the form of one
or more global securities that will be deposited with a depository or its
nominee identified in the prospectus supplement relating to the debt
securities. In this case, one or more global securities will be issued in a
denomination or total denominations equal to the portion of the total
principal amount of outstanding debt securities to be represented by the
global security or securities. Unless and until it is exchanged in whole or
in part for debt securities in definitive registered form, a global
security may not be registered for transfer or exchange except as a whole
by the depository for the global security to a nominee of the depository
and except in the circumstances described in the prospectus supplement
relating to the debt securities. We will describe in the applicable
prospectus supplement the terms of any depository arrangement and the
rights and limitations of owners of beneficial interests in any global debt
security.
CERTAIN COVENANTS OF SABRE
RESTRICTIONS ON SECURED DEBT
Unless otherwise provided in the prospectus supplement with
respect to any series of the debt securities, if Sabre or any domestic
subsidiary incurs, issues, assumes or guarantees any indebtedness for
borrowed money represented by notes, bonds, debentures or other similar
evidences of indebtedness, secured by a mortgage, pledge or other lien on
any principal domestic property or on any shares of stock or debt of any
domestic subsidiary, Sabre will secure, or cause its domestic subsidiary to
secure, the debt securities equally and ratably with, or prior to, that
indebtedness, so long as that indebtedness is to be secured, unless after
giving effect to it the aggregate amount of all secured indebtedness,
together with all attributable debt in respect of sale and leaseback
transactions involving principal domestic properties, would not exceed 15%
of Sabre's consolidated net assets. This restriction will not apply to, and
there shall be excluded in computing secured indebtedness for the purpose
of this restriction, indebtedness secured by:
o mortgages on property of, or on any shares of stock or debt
of, any corporation existing at the time that corporation
becomes a domestic subsidiary; provided that such mortgages
or liens are not incurred in anticipation of such
corporation becoming a domestic subsidiary;
o mortgages in favor of Sabre or any domestic subsidiary;
o mortgages in favor of U.S. or foreign governmental bodies to
secure partial, progress, advance or other payments;
o mortgages on property, shares of stock or debt existing at
the time of acquisition, including acquisition through
merger or consolidation, purchase money mortgages and
construction cost mortgages existing at or incurred within
120 days of the time of acquisition;
o mortgages existing on the first date on which the debt
security is authenticated by the trustee;
o mortgages incurred in connection with pollution control,
industrial revenue or similar financings; and
o any extension, renewal or replacement of any debt secured by
any mortgage referred to in the foregoing list, inclusive;
provided that the principal amount of debt secured by such
mortgage shall not be increased.
RESTRICTIONS ON SALES AND LEASEBACKS
Unless otherwise provided in the prospectus supplement with
respect to any series of the debt securities, neither Sabre nor any
domestic subsidiary may enter into any sale and leaseback transaction
involving any principal domestic property, the acquisition or completion of
construction and commencement of full operation of which has occurred more
than 120 days prior thereto, unless:
o Sabre or the domestic subsidiary could incur a mortgage on
the property under the restrictions described above under
"Restrictions on Secured Debt" in an amount equal to the
attributable debt with respect to the sale and leaseback
transaction without equally and ratably securing the debt
securities; or
o Sabre, within 120 days after the sale or transfer by Sabre
or any domestic subsidiary, applies to the purchase of other
property that constitutes a principal domestic property or
the retirement of Sabre's or any domestic subsidiary's
funded debt, which is defined as indebtedness for borrowed
money having a maturity of, or by its terms extendible or
renewable for, a period of more than 12 months after the
date of determination of the amount, an amount equal to the
greater of:
(1) the net proceeds of the sale of the principal domestic
property sold and leased under such arrangement; or
(2) the attributable debt with respect to such sale and
leaseback transaction.
The following are the meanings of terms that are important in
understanding the restrictive covenants previously described:
o "attributable debt" means, in connection with a sale and
leaseback transaction involving a lease with an original
term of more than 12 months, (1) the present value of the
total net amount of rent required to be paid under such
lease during the remaining term of the lease (including any
renewal term or period for which such lease has been
extended), discounted at the rate of interest set forth or
implicit in the terms of such lease or, if not practicable
to determine such a rate, the weighted average interest rate
per year borne by the debt securities of each series
outstanding under the indenture compounded semi-annually, or
(2) if the obligation with respect to such sale and
leaseback transaction is required to be classified and
accounted for as a capitalized lease for financial reporting
purposes in accordance with generally accepted accounting
principles, the amount equal to the capitalized amount of
such obligation determined in accordance with generally
accepted accounting principles and included in the financial
statements of the lessee.
o "consolidated net assets" means the aggregate amount of
assets, less reserves and other deductible items, after
deducting current liabilities, as shown on Sabre's most
recent consolidated balance sheet and prepared in accordance
with generally accepted accounting principles.
o "domestic subsidiary" means a subsidiary of Sabre which owns
a principal domestic property and transacts substantially
all of its business or maintains substantially all of its
property within the United States, excluding its
territories, possessions and Puerto Rico. The terms does not
include any subsidiary which is engaged primarily in
financing operations outside of the United States or in
leasing personal property or financing inventory,
receivables or other property.
o "principal domestic property" means any building, structure
or other facility, together with the land on which it is
erected and fixtures comprising a part of it, used primarily
for information processing, research or housing hardware or
software required for information processing, located in the
United States, excluding its territories, possessions and
Puerto Rico, owned or leased by Sabre or one of Sabre's
subsidiaries and having a net book value in excess of 1% of
Sabre's consolidated net assets, other than any such
building, structure or other facility or a portion which
Sabre's principal executive officer, president and principal
financial officer determine in good faith is not of material
importance to the total business conducted or assets owned
by Sabre and its subsidiaries as an entirety.
o "subsidiary" means any corporation, association or other
business entity of which more than 50% of the outstanding
Voting Interests is owned directly or indirectly by Sabre or
by one or more other subsidiaries or by Sabre and one or
more subsidiaries.
o "Voting Interests" means, with respect to any corporation,
association or other business entity (each, a "person"), any
and all shares, interests, participations or other
equivalents in equity of such person, ordinarily having the
power to vote for the election of directors, managers or
other voting members of the governing body of such person.
REDEMPTION
If and to the extent we provide in the applicable prospectus
supplement, we will have the right to redeem the debt securities, in whole
or from time to time in part, after the date and at the redemption prices
set forth in the applicable prospectus supplement.
EVENTS OF DEFAULT
The indenture defines an event of default for the debt securities
of any series as:
o failure to pay principal (or premium) on any debt security
of that series when due;
o failure to pay interest on any debt security of that series
within 30 days of the date when due;
o failure to deposit any sinking fund payment when due for
that series;
o failure to perform for 90 days after notice any of the other
covenants in the indenture;
o a default with respect to any of our publicly traded
indebtedness in an amount in excess of $50 million, which
default results in the acceleration of that indebtedness and
the indebtedness is not discharged, the default is not cured
or waived or the acceleration is not rescinded within ten
days of the acceleration;
o certain events of bankruptcy, insolvency or reorganization;
and
o any other event of default provided for debt securities of
that series.
The indenture provides that if any event of default affecting
outstanding debt securities of any series occurs and is continuing, either
the trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount
(or, if the debt securities of that series are original issue discount
securities or indexed securities, the portion of the principal amount of
those debt securities as specified by their terms) of all debt securities
of that series to be due and payable immediately. However, under certain
circumstances the holders of a majority in principal amount of the
outstanding debt securities of that series on behalf of the holders of all
debt securities of that series may annul a declaration and waive past
defaults (except, unless previously cured, a default in payment of
principal of or any premium or any interest on the debt securities of that
series and other specified defaults).
We refer you to the prospectus supplement relating to each series
of debt securities that are original issue discount securities for the
particular provisions regarding acceleration of the maturity of a portion
of the principal amount of those original issue discount securities if an
event of default occurs and continues.
The indenture contains a provision entitling the trustee, subject
to its duty to act with the required standard of care during a default
under any series of debt securities, to be indemnified by the holders of
debt securities of that series before exercising any right or power under
the indenture at the request of the holders of the debt securities of that
series.
The indenture provides that no holder of debt securities of any
series may institute proceedings, judicial or otherwise, to enforce the
indenture except if the trustee fails to act for 60 days after it receives
a written request to enforce the indenture by the holders of at least 25%
in aggregate principal amount of the then outstanding debt securities of
that series and an offer of reasonable indemnity. This provision will not
prevent any holder of debt securities from enforcing payment of the
principal of and any premium and interest on those debt securities when
due. The holders of a majority in aggregate principal amount of the debt
securities of any series outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on it with respect to those debt
securities. However, the trustee may refuse to follow any direction that it
determines would be illegal or would conflict with the indenture or involve
it in personal liability or which would unjustly prejudice holders of the
debt securities of that series not joining the proceeding.
The indenture provides that the trustee will, within 90 days
after a default occurs that affects the outstanding debt securities of any
series, give to the holders of those debt securities notice of that
default, unless that default has been cured or waived. Except in the case
of a default in the payment of principal of, or any premium or interest on,
any debt securities or payment of any sinking fund installment, the trustee
will be protected in withholding of that notice if it determines in good
faith that the withholding of that notice is in the interest of the holders
of the debt securities of that series.
We will be required to file with the trustee annually an
officers' certificate as to the absence of certain defaults under the terms
of the indenture.
DEFEASANCE OF DEBT SECURITIES OR SELECTED COVENANTS
DEFEASANCE AND DISCHARGE. Unless we otherwise indicate in the
applicable prospectus supplement, the debt securities of any series will
provide that we will be discharged from all obligations under the debt
securities of that series (except for obligations to register the transfer
or exchange of debt securities of that series, to replace stolen, lost or
mutilated debt securities of that series, to maintain paying agencies and
to hold moneys for payment in trust) once we deposit with the trustee, in
trust, money and/or U.S. government obligations, which through the payment
of interest and principal, will provide a sufficient amount of money to pay
and discharge the principal of (and any premium) and any interest on, and
any mandatory sinking fund payments that apply to, the debt securities of
that series on the stated maturity of those payments. This discharge may
occur only if, among other things, we deliver to the trustee an opinion of
counsel stating that we have received from, or there has been published by,
the IRS a ruling, or there has been a change in tax law, that would cause
the discharge not to be deemed, or result in, a taxable event for the
holders of the debt securities of that series.
DEFEASANCE OF SELECTED COVENANTS. Unless we otherwise provide in
the applicable prospectus supplement, the debt securities of any series
will permit us not to comply with some restrictive covenants, including
those relating to consolidation and merger in the indenture, if we satisfy
certain conditions. We will be able to defease those covenants if, among
other things:
o we deposit with the trustee money and/or U.S. government
obligations, which, through the payment of interest and
principal, will provide a sufficient amount of money to pay
the principal of (and any premium) and any interest on, and
any mandatory sinking fund payments applicable to, the debt
securities of that series on the stated maturity of those
payments; and
o we deliver to the trustee an opinion of counsel stating that
the deposit and related covenant defeasance will not cause
the holders of the debt securities of that series to
recognize income, gain or loss for federal income tax
purposes.
If we elect to defease the covenants of a series of debt
securities and subsequently those debt securities are declared due and
payable because an event of default has occurred, the amount of money
and/or U.S. government obligations on deposit with the trustee will be
sufficient to pay amounts due on those debt securities at their stated
maturity but may not be sufficient to pay amounts due on those debt
securities at the time of the acceleration. However, we will remain liable
for those payments.
We will state in the prospectus supplement for any particular
series of debt securities if any defeasance provisions will apply to those
debt securities.
MODIFICATION OF THE INDENTURE AND WAIVER OF COVENANTS
The indenture permits us and the trustee, with the consent of the
holders of at least a majority in principal amount of outstanding debt
securities of each series affected, to execute supplemental indentures
adding provisions to or changing or eliminating provisions of the indenture
or modifying the rights of the holders of outstanding debt securities of
that series, except that no supplemental indenture may, without the consent
of the holder of each outstanding debt security affected:
o change the stated maturity, or reduce the principal amount,
any premium on or the rate of payment of any interest on, of
any debt security of any series;
o reduce the principal amount of, or the premium, if any, or,
except as otherwise provided in the prospectus supplement,
interest on, any debt security, including in the case of an
original issue discount security the amount payable upon
acceleration of the maturity;
o change the place or currency of payment of principal of,
premium, if any, or interest on any debt security;
o impair the right to institute suit for the enforcement of
any payment on any debt security on or at the stated
maturity thereof, or in the case of redemption, on or after
the redemption date; or
o reduce the percentage in principal amount of outstanding
debt securities of any series, the consent of whose holders
is required for modification or amendment of the indenture
or for waiver of compliance with certain provisions of the
indenture or for waiver of certain defaults.
The indenture also allows us not to comply with certain covenants
in the indenture upon waiver by the holders of a majority in principal
amount of outstanding debt securities of the series affected.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indenture allows us, without the consent of the holders of any
of the outstanding debt securities, to consolidate with or merge into any
other person or transfer or lease our assets substantially as an entirety
to any person if:
o the successor is a corporation organized under the laws of
any domestic jurisdiction;
o the successor corporation assumes our obligations on the
debt securities and under the indenture; and
o after giving effect to the transaction no event of default,
and no event which, after notice or lapse of time, would
become an event of default, shall have happened and be
continuing.
CONCERNING THE TRUSTEE
SunTrust Bank is the trustee under the indenture. We maintain
banking relationships in the ordinary course of business with the trustee.
The trustee is also a lender under our revolving credit agreement and a
party to certain other financing transactions with us.
GOVERNING LAW
Unless we otherwise specify in the applicable prospectus
supplement, the indenture for the debt securities and the debt securities
will be governed by New York law.
DESCRIPTION OF WARRANTS
We may issue debt warrants for the purchase of debt securities or
Class A common stock warrants for the purchase of our Class A common stock.
Debt warrants and Class A common stock warrants are referred to in this
prospectus collectively as "Securities Warrants." Securities Warrants may
be issued independently or together with any debt securities or Class A
common stock offered by any prospectus supplement and may be attached to or
separate from those debt securities or Class A common stock.
Each series of Securities Warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent
in connection with warrant certificates evidencing the Securities Warrants.
The warrant agent will not assume any obligation or relationship of agency
or trust for or with any holders of warrant certificates or beneficial
owners of Securities Warrants.
The following description summarizes the general terms of the form
of warrant agreements and warrant certificates which have been filed as
exhibits to the registration statement of which this prospectus forms a
part. You should read the warrant agreement and warrant certificates for
provisions summarized below and others that may be important to you.
GENERAL
The prospectus supplement relating to a particular series of
warrants will include the specific forms of the series, including, where
applicable, the following:
o the title of the Securities Warrants;
o the offering price;
o the currency or currency units in which the purchase price
for offered Securities Warrants may be payable;
o the title, total principal amount, currency or currency
units and other terms of debt securities purchasable upon
exercise of debt warrants;
o the number of shares of Class A common stock purchasable
upon the exercise of a common stock warrant;
o the redemption or call provisions, if any, applicable to the
Securities Warrants;
o the designation and terms of the debt securities with which
the offered debt warrants are issued and the number of debt
warrants issued with each such debt security;
o the date on and after which the Securities Warrants and the
related debt securities or shares of Class A common stock
will be separately transferable;
o the price and currency or currency units at which the amount
of debt securities or shares of Class A common stock, as the
case may be, may be purchased upon exercise;
o the date on which the right to exercise the Securities
Warrants begins and the date on which the right to exercise
expires (the "expiration date");
o the minimum and maximum amount of Securities Warrants that
may be exercised at any one time;
o the antidilution provisions of the Securities Warrants, if
any;
o United States federal income tax consequences applicable to
that Securities Warrant;
o whether the Securities Warrants represented by the warrant
certificates will be issued in registered or bearer form;
and
o any other terms of the Securities Warrants, including terms,
procedures and limitations relating to exchange and exercise
of the Securities Warrants.
TRANSFERS AND EXCHANGE
Warrant certificates may be exchanged for new warrant certificates
of different denominations, may, if in registered form, be presented for
registration of transfer, and may be exercised at the corporate trust
office of the warrant agent. We may specify other offices where these
activities may be conducted in an applicable prospectus supplement. Before
the exercise of any Securities Warrants, holders of the Securities Warrants
will not have any of the rights of holders of the debt securities or Class
A common stock, as applicable, purchasable upon exercise. This means
holders of debt warrants will not have the right to receive payments of
principal, premium, if any, or interest, if any, on the debt securities
purchasable upon exercise or to enforce covenants in the indenture
governing the underlying debt securities. Holders of Class A common stock
warrants will not have the right to receive payments of dividends, if any,
on the Class A common stock purchasable upon such exercise or to exercise
any applicable right to vote.
EXERCISE
Each Securities Warrant will entitle its holder to purchase the
principal amount of debt securities or the number of shares of Class A
common stock at the exercise price that is set forth in, or calculable
from, the applicable prospectus supplement. Holders will be able to
exercise Securities Warrants at any time up to the time on the expiration
date set forth in the applicable prospectus supplement. After that time, or
a later date to which such expiration date may be extended by us,
unexercised Securities Warrants will become void.
Holders will be able to exercise Securities Warrants by delivering
to the warrant agent at its corporate trust office warrant certificates
properly completed and paying the exercise price. As soon as practicable
after such delivery, we will issue and deliver to the indicated holder the
debt securities or shares of Class A common stock issuable upon that
exercise. If fewer than all of the Securities Warrants represented by a
warrant certificate are exercised, we will issue a new warrant certificate
for the remaining number of Securities Warrants.
PLAN OF DISTRIBUTION
We may sell securities issuable under this prospectus to or
through one or more underwriters or dealers and also may sell those
securities directly to institutional investors or other purchasers, or
through agents.
We may distribute the securities periodically in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to those
prevailing market prices or at negotiated prices.
In connection with the sale of any securities under this
prospectus, underwriters or agents may receive compensation from us or from
purchasers of securities for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell the securities
to or through dealers, and those dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of
the securities may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of those
securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any of those underwriters or agents
will be identified, and any compensation received from us will be
described, in the related prospectus supplement.
Under agreements that we may enter into, underwriters and agents
who participate in the distribution of securities issuable under this
prospectus may be entitled to indemnification by us against certain
liabilities, including liabilities under the Securities Act.
If we so indicate in the related prospectus supplement, we will
authorize underwriters or other persons acting as our agents to solicit
offers by some institutions to purchase securities from us under contracts
providing for payment and delivery on a future date. Institutions with whom
we would enter into those contracts include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases those institutions
must be approved by us. The obligations of any purchaser under a contract
will be subject to the condition that the purchase of the securities will
not at the time of delivery be prohibited under the laws of the
jurisdiction to which that purchaser is subject. The underwriters and those
other agents will not have any responsibility as to the validity or
performance of those contracts.
If underwriters or dealers are used in the sale, until the
distribution of the securities is completed, rules of the SEC may limit the
ability of underwriters and some selling group members to bid for and
purchase the securities. As an exception to these rules, underwriters may
engage in some transactions that stabilize the price of the securities.
Those transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the securities.
If any underwriters create a short position in the securities in
connection with any offering, that is, if they sell more securities than
are set forth on the cover page of any prospectus supplement accompanying
this prospectus, the underwriters may reduce that short position by
purchasing securities in the open market.
Underwriters may also impose a penalty bid on some selling group
members. This means that if the underwriters purchase securities in the
open market to reduce the underwriters' short position or to stabilize the
price of the securities, they may reclaim the amount of the selling
concession from the selling group members that sold those securities as
part of that offering. In general, purchases of a security for the purpose
of stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases.
The imposition of a penalty bid may also affect the price of the securities
to the extent that it discourages resales of the securities.
Some of the underwriters or agents and their associates may
engage in transactions with and perform services for us or our affiliates
in the ordinary course of business.
The securities we sell under this prospectus may or may not be
listed on a national securities exchange (other than our Class A common
stock, which is listed on the New York Stock Exchange). We will list on the
New York Stock Exchange any shares of our Class A common stock sold under a
prospectus supplement to this prospectus, subject to official notice of
issuance. We can not assure you that there will be an active trading market
for any of the securities sold under this prospectus.
LEGAL MATTERS
The validity of the securities issuable under this prospectus
will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson, a
partnership including professional corporations, New York, New York.
EXPERTS
The consolidated financial statements and schedule appearing in
Sabre's Annual Report (Form 10-K) for the fiscal year ended December 31,
1998 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we
file with the SEC at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov and at the public reference room of the New York Stock
Exchange, 20 Broad Street, New York, New York.
The SEC allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all
the securities offered under this prospectus are sold. This prospectus is
part of the registration statement we filed with the SEC.
1. Annual Report on Form 10-K for the year ended December 31,
1998.
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.
3. Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
4. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
5. Current Report on Form 8-K, filed October 4, 1999.
6. Current Report on Form 8-K, filed October 6, 1999.
7. Current Report on Form 8-K, filed December 15, 1999.
8. Current Report on Form 8-K, filed December 20, 1999.
9. Current Report on Form 8-K, filed February 9, 2000.
You may request a copy of these filings, at no cost, by writing
or telephoning us at Sabre Holdings Corporation, 4255 Amon Carter
Boulevard, Fort Worth, Texas 76155, telephone (817) 963-6400, Attention:
Investor Relations.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact contained or
incorporated by reference in this prospectus, including statements
regarding our competitive strengths, business strategy, future financial
position, budgets, projected costs and plans and objectives of management
are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such
as "may," "will," "expect," "should," "intend," "estimate," "anticipate,"
"believe," "continue" or similar terminology. We can give no assurance that
the expectations reflected in forward-looking statements will prove to have
been correct. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of factors
including those set forth under the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" section and "Sabre
Holdings Corporation Cautionary Statement" incorporated by reference in
this prospectus from our Quarterly Reoprt on Form 10-Q for the quarter
ended September 30, 1999. All written and oral forward-looking statements
attributable to us are expressly qualified in their entirety by the factors
we disclose that could cause our actual results to differ materially from
our expectations. We undertake no obligation to update publicly or revise
any forward-looking statements.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee $ 198,000
NASD fee **
Stock exchange listing fees **
Blue sky fees and expenses **
Legal fees and expenses **
Accounting fees and expenses **
Printing and engraving expenses **
Trustees' fees and expenses **
Rating agency fees **
Miscellaneous **
----------------
Total $ **
================
- -----------------
* Except for the SEC registration fee and the NASD fee, all of the
foregoing expenses have been estimated.
** To be provided by amendment.
ITEM 15. 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 an 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 Bylaws of Sabre Holdings Corporation (the "Company") provide
that the Company 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 Company as a director or officer of the
Company, or is or was serving or has agreed to serve at the request of the
Company 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 Company's Bylaws further
provide that the Company 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 Company, or is or was serving or has
agreed to serve at the request of the Company 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 Company 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 Company 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 Company
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 Company 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 Company 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 Company. Such expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the Company's 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 of the Company, 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 Company will
purchase and maintain insurance on behalf of any person who is or was or
has agreed to serve at the request of the Company as a director or officer
of the Company, or is or was serving at the request of the Company 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 Company would
have the power to indemnify him or her against such liability under the
provisions of the Company's Bylaws; provided, however, such insurance must
be available on acceptable terms, which determination shall be made by a
vote of a majority of the Company's Board of Directors.
ITEM 16. EXHIBITS
1.1* --Form of Underwriting Agreement (for equity
securities)
1.2* --Form of Underwriting Agreement (for debt
securities)
1.3* --Form of Underwriting Agreement (for units
consisting of stock purchase contracts and debt
securities)
1.4* --Form of Selling Agency Agreement (for debt
securities)
4.1 --Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form
S-1 (Registration No. 333-09747))
4.2 --Certificate of Amendment to Certificate of Incorpor-
ation of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
4.3 --Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-09747))
4.4 --Registration Rights Agreement between the Company
and AMR Corporation (incorporated by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Registration No.
333-09747))
4.5 --Specimen Certificate representing Class A Common
Stock
4.6** --Form of Indenture between the Company and SunTrust
Bank, as trustee, providing for the issuance of
debt securities
5.1** --Opinion of Fried, Frank, Harris, Shriver &
Jacobson, as to the legality of the securities
being offered
8.1** --Opinion of Fried, Frank, Harris, Shriver &
Jacobson, as to certain tax matters
12.1 --Statement regarding computation of ratio of
earnings to fixed charges
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1)
23.3 --Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 8.1)
24 --Powers of Attorney relating to subsequent
amendments (included on pages II-6 and II-7)
25.1** --Form T-1 Statement of Eligibility Under Trust
Indenture Act of 1939 of SunTrust Bank relating to
debt securities (separately bound)
- -----------------
* To be filed as an exhibit to a Current Report on Form 8-K of the
Company at such time as an underwritten issuance of such securities is
contemplated.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the Registration Statement is on Form
S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
(b) 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 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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
Registrants will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(e) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act
("Act") in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sabre
Holdings Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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 the 10th day of March, 2000.
SABRE HOLDINGS CORPORATION
By: /s/ Jeffrey M. Jackson
------------------------------
Jeffrey M. Jackson
Executive Vice President,
Chief Financial Officer and
Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey M. Jackson his or
her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and any
registration statement related to the offering contemplated by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
might or could be done in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William J. Hannigan President and Chief Executive March 10, 2000
- ---------------------------------- Officer (Principal Executive
William J. Hannigan Officer); Director
/s/ Jeffery M. Jackson Executive Vice President, Chief March 10, 2000
- ---------------------------------- Financial Officer and Treasurer
Jeffery M. Jackson (Principal Financial and
Accounting Officer)
/s/ Gerard J. Arpey Director March 10, 2000
- ----------------------------------
Gerard J. Arpey
/s/ Edward A. Brennan Director March 10, 2000
- ----------------------------------
Edward A. Brennan
/s/ Donald J. Carty Chairman of the Board; Director March 10, 2000
- ----------------------------------
Donald J. Carty
/s/ Paul C. Ely, Jr. Director March 10, 2000
- ----------------------------------
Paul C. Ely, Jr.
/s/ Dee J. Kelly Director March 10, 2000
- ----------------------------------
Dee J. Kelly
/s/ Bob L. Martin Director March 10, 2000
- ----------------------------------
Bob L. Martin
/s/ Anne H. McNamara Director March 10, 2000
- ----------------------------------
Anne H. McNamara
/s/ Glenn W. Marschel, Jr. Director March 10, 2000
- ----------------------------------
Glenn W. Marschel, Jr.
/s/ Richard L. Thomas Director March 10, 2000
- ----------------------------------
Richard L. Thomas
</TABLE>
<PAGE>
EXHIBIT INDEX
1.1* --Form of Underwriting Agreement (for equity
securities)
1.2* --Form of Underwriting Agreement (for debt
securities)
1.3* --Form of Underwriting Agreement (for units
consisting of stock purchase contracts and debt
securities)
1.4* --Form of Selling Agency Agreement (for debt
securities)
4.1 --Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form
S-1 (Registration No. 333-09747))
4.2 --Certificate of Amendment to Certificate of Incorpor-
ation of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
4.3 --Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-09747))
4.4 --Registration Rights Agreement between the Company
and AMR Corporation (incorporated by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Registration No.
333-09747))
4.5 --Specimen Certificate representing Class A Common
Stock
4.6** --Form of Indenture between the Company and SunTrust
Bank, as trustee, providing for the issuance of
debt securities
5.1** --Opinion of Fried, Frank, Harris, Shriver &
Jacobson, as to the legality of the securities
being offered
8.1** --Opinion of Fried, Frank, Harris, Shriver &
Jacobson, as to certain tax matters
12.1 --Statement regarding computation of ratio of
earnings to fixed charges
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1)
23.3 --Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 8.1)
24 --Powers of Attorney relating to subsequent
amendments (included on pages II-6 and II-7)
25.1** --Form T-1 Statement of Eligibility Under Trust
Indenture Act of 1939 of SunTrust Bank relating to
debt securities (separately bound)
- -----------------------
* To be filed as an exhibit to a Current Report on Form 8-K of the
Company at such time as an underwritten issuance of such securities is
contemplated.
** To be filed by amendment.
EXHIBIT 4.5
CLASS A CLASS A
COMMON STOCK COMMON STOCK
PAR VALUE $.01 [DRAWING OF A WOMAN PAR VALUE $.01
Number AND TWO GLOBES]
SG [Sabre Logo] [Sabre Logo]
CUSIP 785905 10 0
SEE REVERSE FOR CERTAIN DEFINITIONS
SABRE HOLDINGS CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK
of Sabre Holdings Corporation transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the
Certificate of Incorporation of the Corporation (copies of which are with
the Transfer Agent) to all of which the holder by acceptance hereof
assents. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the signatures of the duly authorized officers.
DATED:
/s/ William J. Hannigan COUNTERSIGNED AND REGISTERED:
PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRST CHICAGO TRUST COMPANY OF NEW YORK
(NEW YORK, N.Y.)
TRANSFER AGENT
AND REGISTRAR,
BY
/s/ Andrew B. Steinberg AUTHORIZED SIGNATURE
CORPORATE SECRETARY
<PAGE>
SABRE HOLDINGS CORPORATION
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ______ Custodian _____
TEN ENT -- as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with Act _______________
right of survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO
THE CORPORATION OR THE TRANSFER AGENT.
For value received, __________ hereby sell, assign, and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------------
- -----------------------------------------
- ---------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
, Shares of
- ----------------------------------------------------------------
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
-----------------------------------------
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated,
-------------------------
-------------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the certificate in every particular without alteration
or enlargement or any change whatever. The signature of
the person executing this power must be guaranteed by
an Eligible Guarantor Institution such as a Commercial
Bank, Trust Company, Securities Broker/Dealer, Credit
Union, or a Savings Association participating in a
Medallion program approved by the Securities Transfer
Association, Inc.
EXHIBIT 12.1
<TABLE>
<CAPTION>
STATEMENT REGARDING THE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
NINE
MONTHS YEARS ENDED
ENDED DECEMBER 31,
SEPTEMBER ------------------------------------------------
30, 1999 1998 1997 1996 1995 1994
--------- ------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
EARNINGS:
Earnings before taxes.. $374,369 $371,454 $323,649 $305,856 $370,075 $324,060
Loss (income) from
equity investees...... (13,721) (8,887) (4,916) 7,627 7,157 2,115
----------------------------------------------------------
Earnings before taxes
and earnings from
equity investees...... 360,648 362,567 318,733 313,483 377,232 326,175
Add: Total fixed
charges (per below)... 23,925 34,017 33,883 45,152 23,926 34,941
Distributed
income of equity
investees.......... 5,052 4,127 2,586 323 --- ---
----------------------------------------------------------
Total earnings........ $389,625 $400,711 $355,202 $358,958 $401,158 $361,116
==========================================================
FIXED CHARGES:
Interest expenses
and capitalized....... $ 9,706 $ 19,493 $ 21,692 $ 27,401 $ 6,060 $ 18,892
Estimate of interest
within rental
expense............... 14,219 14,524 12,191 17,751 17,866 16,049
----------------------------------------------------------
Total fixed
charges.............. $ 23,925 $ 34,017 $ 33,883 $ 45,152 $ 23,926 $ 34,941
==========================================================
Ratio of earnings to
fixed charges(FN1)..... 16.29 11.78 10.48 7.95 16.77 10.34
==========================================================
- -----------------------------
<FN>
(1) The ratio of earnings to fixed charges is computed by dividing fixed
charges into net earnings before income taxes and earnings from equity
investees, plus fixed charges and the distributed income from equity
investees. Fixed charges include interest costs and the estimated
interest component of rent expense (one-third of rent expense under
operating leases).
</FN>
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related Prospectus
of Sabre Holdings Corporation and to the incorporation by reference therein
of our report dated January 18, 1999, except for Note 14, as to which the
date is March 16, 1999, with respect to the consolidated financial
statements and schedule of The Sabre Group Holdings, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
March 8, 2000
