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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 7, 1999
Date of Report (Date of earliest event reported)
SABRE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-12175 75-2662240
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification No.)
4255 Amon Carter Blvd.
Fort Worth, Texas 76155
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 963-6400
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Sabre Holdings Corporation (the "Registrant") declared on
February 7, 2000 a one-time cash dividend on all outstanding
shares of the Registrant's Class A Common Stock (which is listed
on the New York Stock Exchange) and on all outstanding shares of
the Registrant's Class B Common Stock (which is held by AMR
Corporation ("AMR")). The dividend will consist of cash payments
in the aggregate amount of six hundred seventy five million
dollars ($675,000,000) or approximately five dollars and twenty
cents ($5.20) per share of the Registrant's outstanding common
stock. The dividend will be paid by check on February 18, 2000
to the Registrant's shareholders of record at the opening of
regular trading on the New York Stock Exchange on February 15,
2000.
The Registrant believes that the entire amount of the
payment will be a taxable dividend for United States federal
income tax purposes. Shareholders that are corporations should
check with their tax advisors as to whether the payment
constitutes an "extraordinary dividend" under Section 1059 of the
Internal Revenue Code. Shareholders with special circumstances
may be subject to applicable withholding taxes (for example,
backup withholding taxes).
To effect the cash dividend, the Registrant's principal
operating company, Sabre Inc., will borrow approximately three
hundred fifty million dollars ($350,000,000) in bank financing
and will make available to the Registrant the loan proceeds plus
three hundred twenty five million dollars ($325,000,000) in
cash. The bank financing will result in additional 2000
interest expense of approximately $23 million and the reduction
in cash and short term investments will result in the elimination
of approximately $17 million of 2000 interest income, as
compared to prior years.
AMR declared on February 7, 2000 its intent to distribute a
dividend on all outstanding shares of AMR's common stock. AMR
stated that the dividend will consist of AMR's entire ownership
interest in the Registrant. To effect the stock dividend, AMR
announced that it would exchange all of its one hundred seven
million three hundred seventy four thousand (107,374,000) shares
of the Registrant's Class B Common Stock for an equal number of
shares of the Registrant's Class A Common Stock. None of the
Registrant's Class B Common Stock would remain outstanding
following the exchange.
AMR stated that its shareholders of record at the close of
regular trading on the New York Stock Exchange on March 1, 2000
would receive approximately seven tenths (0.7) of one share of
the Registrant's Class A Common Stock for each share of AMR
common stock. AMR announced that it intends to distribute the
Registrant's shares on March 15, 2000.
The Registrant intends to file with the Securities and
Exchange Commission a registration statement on Form 8-A with
respect to the Registrant's shares of Class A Common Stock to be
distributed by AMR, and to file with the New York Stock Exchange
a subsequent listing application that would include such shares.
As a result of the AMR dividend, and upon the effectiveness of
those filings, the amount of the Registrant's publicly traded
Class A Common Stock would increase by one hundred seven million
three hundred seventy four thousand (107,374,000) shares.
Information about the above events is described in the news
release which is attached as an exhibit to this Form 8-K and is
incorporated by this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
99.1 News Release dated February 8, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SABRE HOLDINGS CORPORATION
By: /s/ Andrew B. Steinberg
Name: Andrew B. Steinberg
Title: Executive Vice President, General Counsel
and Corporate Secretary
Date: February 9, 2000
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 News Release dated February 8, 2000
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Exhibit 99.1 News Release Dated February 8, 2000
News Release
Contact:Theda W. Page Whitehead
Sabre
(817) 967-1859
[email protected]
Sabre Board of Directors Declares One Time Cash Dividend
AMR Corporation Board of Directors Authorizes Spin of 83
Percent Ownership Stake
FORT WORTH, TX - Feb. 8, 2000 - Sabre Holdings Corporation
(NYSE: TSG) announced today that its board of directors
declared a one-time cash dividend of $675 million or
approximately $5.20 per share. The intention to declare a
cash dividend was announced on December 14, 1999 in
conjunction with the announcement by AMR Corporation (NYSE:
AMR) of its intent to distribute its remaining 83 percent
ownership stake in Sabre to AMR shareholders. The cash
dividend recognizes the cash balance that was built during
AMR's ownership and the strong financial condition of Sabre.
Sabre stockholders of record as of the opening of regular
trading on the New York Stock Exchange on February 15, 2000
will automatically receive the cash dividend. The dividend
will be distributed on February 18, 2000. As of February 4,
2000, Sabre had outstanding approximately 22.5 million
shares of Class A common stock and approximately 107 million
shares of Class B common stock.
Separately, AMR announced today that its board of directors
approved a special stock dividend that will deliver its
entire ownership stake in Sabre to AMR shareholders of
record as of the close of regular trading on the New York
Stock Exchange on March 1, 2000. The stock dividend will be
distributed after the close of business on March 15, 2000.
Prior to the distribution, AMR will exchange all of its
Sabre Class B common stock for an equal number of shares of
Sabre's Class A common stock. As a result of the stock
dividend, Sabre will be a fully independent company.
Sabre is the global leader in applying information
technology to meet the needs of the travel and
transportation industries with advanced and innovative
technology skills to deliver progressive solutions.
Headquartered in Dallas/Fort Worth, Texas, the company has
more than 10,000 employees worldwide who span 45 countries.
Sabre reported 1999 revenues of $2.4 billion, up 5.6 percent
from 1998. Net earnings were $264 million, excluding
special items, up 15.2 percent from the prior year. More
information on Sabre is available on the World Wide Web at
http://www.sabre.com. Sabre and the Sabre logo are
registered trademarks of an affiliate of Sabre Inc.
