UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
GETTHERE INC.
---------------------------------------------------
(Name of Subject Company (issuer)
GetThere Acquisition Corp.
SABRE HOLDINGS CORPORATION
---------------------------------------------------
(Names of Filing Persons (Offerors))
COMMON STOCK, $0.0001 PAR VALUE
---------------------------------------------------
(Title of Class of Securities)
374266104
---------------------------------------------------
(CUSIP Number of Class of Securities)
JAMES F. BRASHEAR, MD 4204,
4255 AMON CARTER BOULEVARD
FORT WORTH, TX 76155
(817) 967-1273
---------------------------------------------------
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of filing persons)
Copy to:
CHARLES M. NATHAN
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004-1980
Calculation of Filing Fee
---------------------------------------------------
Transaction valuation* Amount of filing fee
$899,664,039.50 $179,932.81
---------------------------------------------------
<PAGE>
For purposes of calculating amount of filing fee only. The amount
assumes the purchase by GetThere Acquisition Corp. of 50,685,298
shares of Common Stock, par value $0.0001 per share (the "Common
Stock"), of GetThere Inc. (the "Company"), at a purchase price in cash
of $17.75 per share, representing all the Common Stock outstanding
taking into account the conversion of any outstanding options or
warrants.
The amount of the filing fee, calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1%
of the transaction valuation.
/x/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $179,932.81
Form or Registration No.: Schedule TO
Filing Parties: GetThere Acquisition Corp., Sabre Holdings Corporation
Date Filed: September 11, 2000
/ / 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: / /
This Amendment No. 3 filed on October 2, 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".
The last sentence of the paragraph in Section 10 "Source and Amount of
Funds" to the Offer to Purchase is amended and restated to read in its
entirety as follows, "No alternate financing plan exists."
The last sentence of the paragraph in Section 17 "Fees and Expenses" to
the Offer to Purchase is amended and restated to read in its entirety as
follows, "Parent will pay all costs incurred by Offeror in connection with
the Offer to Purchase, except the Company will bear all expenses incurred
by it in connection with the Merger Agreement."
<PAGE>
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
-------------------------------
Name: Jeffery M. Jackson
Title: Chief Financial Officer
GETTHERE ACQUISITION CORP.
By: /s/ JAMES E. MURPHY
-------------------------------
Name: James E. Murphy
Title: Treasurer
