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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GETTHERE INC.
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(Name of Subject Company (issuer)
GETTHERE ACQUISITION CORP.
SABRE HOLDINGS CORPORATION
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(Names of Filing Persons (Offerors))
COMMON STOCK, $0.0001 PAR VALUE
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(Title of Class of Securities)
374266104
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(CUSIP Number of Class of Securities)
JAMES F. BRASHEAR, MD 4204, 4255 AMON CARTER BOULEVARD, FORT WORTH TX 76155 USA
(817) 967-1273
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to RULE 14d-1.
/ / issuer tender offer subject to RULE 13e-4.
/ / going-private transaction subject to RULE 13e-3.
/ / amendment to Schedule 13D under RULE 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Amendment No. 2 filed on September 15, 2000, to the Schedule TO
filed on September 11, 2000, relates to the offer by GetThere Acquisition
Corp., a Delaware corporation ("Offeror") and a wholly owned subsidiary of
Sabre Holdings Corporation, a Delaware corporation ("Parent"), to purchase
all of the outstanding shares of Common Stock, par value $0.0001 per share
(the "Shares"), of GetThere Inc., a Delaware corporation (the "Company"), at
a purchase price of $17.75 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated September 11, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal, which, together with the Offer to Purchase,
constitutes the "Offer".
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended to add the following information:
On September 12, 2000, the Federal Trade Commission granted early
termination of the waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ITEM 12. EXHIBITS
Item 12 is hereby amended to add the following exhibits:
(a) (1) (I) Press Release issued by Parent on September 13, 2000.
(a) (5) Excerpts from Parent's Employee "Town Hall"
Teleconference with William J. Hannigan, Chairman of the
Board, President and Chief Executive Officer of Parent.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
SABRE HOLDINGS CORPORATION
By: /s/ JEFFERY M. JACKSON
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Name: Jeffery M. Jackson
Title: Chief Financial Officer
GETTHERE ACQUISITION CORP.
By: /s/ JAMES E. MURPHY
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Name: James E. Murphy
Title: Treasurer
Dated: September 14, 2000
