<PAGE>
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GetThere Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock,
$0.0001 par value per share
(Title of Class of Securities)
--------------------------------------------------------------------------------
374266 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
James F. Brashear
GetThere Acquisition Corp.
c/o Sabre Holdings Corporation
4255 Amon Carter Boulevard
Fort Worth, Texas 76155
(817) 967-1273
with a copy to:
Charles M. Nathan
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
August 28, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or Rule 13(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 374266-10-4
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
SABRE HOLDINGS CORPORATION
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
BK
-------------------------------------------------------------------------------
(5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
DELAWARE
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,017,778(1)
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,778(1)
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 374266-10-4
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
GETTHERE ACQUISITION CORP.
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
AF
-------------------------------------------------------------------------------
(5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
DELAWARE
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,017,778(1)
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,778(1)
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 374266-10-4
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
JAMES E. MURPHY
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
-------------------------------------------------------------------------------
(5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,017,778(1)
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,778(1)
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 374266-10-4
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
JAMES F. BRASHEAR
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
-------------------------------------------------------------------------------
(5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,017,778(1)
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,778(1)
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 374266-10-4
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
JEFFERY M. JACKSON
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
-------------------------------------------------------------------------------
(5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
10,017,778(1)
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,778(1)
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(See Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
<PAGE>
CUSIP No. 374266-10-4
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "SCHEDULE 13D") relates to the
shares of common stock, $0.0001 par value ("COMMON Stock") and Series D3
Preferred Stock, $0.0001 par value ("PREFERRED STOCK" and together with the
Common Stock, "SHARES"), of GetThere Inc., a Delaware corporation (the
"COMPANY"). The principal executive offices of the Company are located at 4045
Campbell Avenue, Menlo Park, California 94025.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c). This Statement is filed by Sabre Holdings
Corporation, a Delaware corporation ("PARENT"), GetThere Acquisition Corp., a
Delaware corporation ("OFFEROR" and together with Parent, the "SABRE PARTIES"),
James E. Murphy, James F. Brashear and Jeffery M. Jackson (collectively, the
"PROXY HOLDERS"). Parent is a publicly traded holding company which applies
information technology to meet the needs of the travel and transportation
industries. It is not anticipated that, prior to the consummation of the Offer
(as defined below) and the Merger (as defined below), Offeror will have any
significant assets or liabilities or will engage in any activities other than
those incident to the Offer and the Merger. James E. Murphy is Senior Vice
President of Corporate Development and Treasurer of Parent. James F. Brashear is
Deputy General Counsel and Corporate Secretary of Parent. Jeffery M. Jackson is
Chief Financial Officer of Parent. The principal business address of each of the
Proxy Holders and the principal business offices of each of Parent and Offeror
are located at 4255 Amon Carter Boulevard, Fort Worth, Texas 76155. Attached
hereto as Exhibit 1 is a list of all executive officers and directors of the
Sabre Parties, including the principal business address, the principal
occupation or employment of each.
(d) and (e). During the five years prior to the date hereof, none of
the Proxy Holders, Sabre Parties nor, to the knowledge of the Sabre Parties, any
executive officer or director of any of the Sabre Parties, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f). Each of Parent and Offeror is organized under the laws of
Delaware. Each director and executive officer of Parent and Offeror, including
James E. Murphy, James F. Brashear and Jeffery M. Jackson is a citizen of the
United States.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required to purchase all of the Shares and to
pay Parent's related fees and expenses is approximately $770 million. Offeror
intends to obtain all of such funds from Parent. Parent will obtain such funds
pursuant to short-term financing loans from various lending institutions and
from available working capital.
ITEM 4. PURPOSE OF TRANSACTION.
On August 28, 2000, Parent, Sabre Inc.("Parent Sub") and the Company
entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT").
Subsequent to entering into the Merger Agreement, Parent Sub assigned its rights
and obligations under the Merger Agreement to Offeror pursuant to an Assignment
and Assumption Agreement dated August 30, 2000 (the "ASSIGNMENT AND ASSUMPTION
AGREEMENT"). The summary of the Merger Agreement provided in this Schedule 13D
gives effect to the Assignment and Assumption Agreement.
The Merger Agreement provides for the commencement, within ten business
days from the date of execution of the Merger Agreement, by Offeror of a cash
tender offer (as it may be amended from time to time as permitted by the Merger
Agreement, the "Offer") to purchase all of the Company's outstanding Shares for
$17.75 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Merger Agreement. Provided sufficient Shares are
acquired by Offeror, and subject to the terms and conditions set forth in the
Merger Agreement, Offeror will be merged with and into the Company (the
"MERGER"), with the Company continuing as the surviving corporation (the
"SURVIVING CORPORATION") as a wholly-owned subsidiary of Parent. In the event
Offeror acquires at least 90% of the Shares, Offeror will commence a short-form
merger pursuant to Section 253 of the General Corporation Law of the State of
Delaware ("DGCL") in order to effect the Merger. If Offeror is unable to acquire
at least 90% of the Shares, but does acquire at least 50% of the Shares, it will
hold a stockholders meeting in accordance with the DGCL in order to effect the
Merger. At any such stockholders meeting, all of the Shares then owned by
Offeror will be voted to approve the Merger. Following the Merger, the
Company will become a wholly-owned subsidiary of Parent and the Common Stock
will be delisted from all exchanges and cease to be authorized to be quoted
on all inter-dealer quotation systems of a registered national securities
association.
Pursuant to the Merger Agreement, Parent and Offeror agreed to file a
Tender Offer Statement on Schedule TO including an offer to purchase, letter of
transmittal and certain other offer documents with the Securities and Exchange
Commission and make any filings required by applicable state law relating to the
Offer and the Merger. In addition, the Company agreed to file with the
Securities and Exchange Commission on the date of the commencement of the Offer
a Schedule 14D-9 containing the recommendations of its Board of Directors in
favor of the Offer and the Merger.
The Merger Agreement provides that, promptly upon the acceptance for
payment of and payment for any Shares by Offeror, Offeror shall be entitled to
designate such number of directors, rounded up to the next whole number, equal
to the number of directors currently on the Board of Directors of the Company
(the "BOARD") multiplied by Offeror's percentage ownership of the Company. In
connection with the foregoing, the Company agreed, subject to applicable law,
either to increase the size of the Board and/or to obtain the resignation of
such number of its
<PAGE>
current directors to enable Offeror's designees to be elected or appointed to
the Board. Prior to the date on which the certificate of merger is filed with
the Delaware Secretary of State (the "EFFECTIVE Time"), the Board will always
have at least two members who are neither officers, directors, stockholders or
designees of Offeror or any of its affiliates ("OFFEROR INSIDERS") and each
committee of the Board shall have at least one member who is not an Offeror
Insider. If the number of directors who are not Offeror Insiders is reduced
below two for any reason prior to the Effective Time, then the remaining
director who is not an Offeror Insider shall be entitled to designate a person
to fill such vacancy who is not an Offeror Insider and who shall be a director
not deemed to be an Offeror Insider for all purposes of the Merger Agreement.
Subject to the foregoing, it is currently anticipated that Offeror will
designate such persons listed on Exhibit 1 as Offeror shall determine to serve
as directors of the Company following consummation of the Offer.
Under the terms of the Merger Agreement, the Company agreed (subject to
certain fiduciary exceptions) not to knowingly encourage, solicit, participate
in or initiate discussions or negotiations with, or provide any nonpublic
information to, any person other than Parent and Offeror and their affiliates
with respect to any inquiries or the making of any offer or proposal concerning
an acquisition of at least 50% of the stock or assets of the Company.
Notwithstanding the foregoing, the Company is permitted to furnish information
and enter into discussions or negotiations with a third party that makes an
unsolicited offer or proposal concerning the acquisition of at least 50% of the
stock or assets of the Company if and only to the extent that the Board
determines (after consultation with counsel and its financial advisors): (i)
such offer or proposal has a reasonable probability of being more favorable or
is more favorable from a financial point of view than the Offer and the other
transactions contemplated by the Merger Agreement, (ii) the failure to enter
into discussions or negotiations with such third party would violate the
directors' fiduciary duties under Delaware law, and (iii) the Company receives
from such third party a confidentiality agreement substantially in the form of
the confidentiality agreement entered into by Parent and the Company. The
Company also agreed to notify Parent promptly if it receives an offer or
proposal concerning the acquisition of at least 50% of the stock or assets of
the Company and to provide Parent with any material information relating to such
offer or proposal.
Pursuant to the Merger Agreement, the Company has agreed to pay to
Parent a termination fee of $22.5 million if:
o Parent terminates the Merger Agreement and:
o the Board fails to recommend the Offer to the Company's
stockholders;
o the Board modifies or changes its recommendation in a
manner adverse to the interests of Parent; or
o the Board recommends an alternative proposal to the
Company's stockholders.
<PAGE>
o after an alternative proposal is announced or made known to the
Company, Parent terminates the Merger Agreement because:
o the Company has breached its representations, warranties or
covenants contained in the Merger Agreement;
o such breach is not cured within 30 days of notice; and
o such breach is reasonably likely to prevent, materially
delay, or materially impair the ability of the Company,
Offeror or Parent to consummate the Merger.
o an alternative proposal is either announced or made known to the
Company within the 60 day period immediately preceding the
termination of the Merger Agreement and Parent or the Company
terminate the Merger Agreement as a result of a failure by Parent
to purchase the Shares pursuant to the Offer on:
o February 28, 2001 (the "DROP DEAD DATE");
o April 30, 2001, if either party extended the Drop Dead Date
because all of the conditions to the Offer had been
satisfied by the Drop Dead Date, but regulatory approval
had not been obtained; or
o July 30, 2001, if under certain conditions, Parent has
opted to further extend the Drop Dead Date.
o Parent terminates the Offer because the number of Shares which
represent at least a majority of the Shares have not been validly
tendered and not withdrawn immediately prior to the expiration of
the Offer and:
o prior to the termination of the Offer an alternative
proposal shall have been made public or made known to the
Company; or
o within 6 months following the termination either the Board
of Directors authorizes, enters into, engages in,
recommends, or approves a transaction whereby a third party
acquires at least 20% of the stock or assets of the
Company.
Under the terms of the Merger Agreement, Parent has agreed to pay the
Company a termination fee of $22.5 million if:
<PAGE>
o prior to the termination of the Merger Agreement, either the
Antitrust Division of the United States Department of Justice or
the United States Federal Trade Commission (the "ANTITRUST
AUTHORITIES") obtains a non-appealable final injunction enjoining
the Merger;
o on or after the Drop Dead Date, either Parent or the Company
terminate the Merger Agreement and, at the time of such
termination:
o an Antitrust Authority shall have commenced an injunctive
action seeking to prevent consummation of the Merger;
o Parent is not contesting such injunctive action in good
faith with a reasonable belief that Parent will prevail;
and
o the Company has complied with certain conditions.
o on or after July 30, 2001 the Company terminates the Merger
Agreement and:
o an Antitrust Authority has previously commenced an
injunctive action seeking to enjoin the consummation of the
Merger and
o the Company has complied with certain conditions specified
in the Merger Agreement.
In contemplation of entering into the Merger Agreement, and in order to
expedite the acquisition of the Company, Parent and Parent Sub entered into
certain stockholder agreements, dated August 28, 2000 (the "STOCKHOLDER
AGREEMENTS"). Subsequent to entering into the Stockholders Agreements, Parent
Sub assigned its rights and obligations under the Stockholders Agreements to
Offeror pursuant to the Assignment and Assumption Agreement.
The Stockholders Agreements are with the following parties (collectively,
the "STOCKHOLDER PARTIES"):
o Gadi Maier, Marlene Maier Annuity Trust (1999), Gadi Maier Annuity
Trust (1999) and Gadi Maier & Marlene Maier Trust 1999 (for an
aggregate of 1,056,325 shares of Common Stock);
o Richard D.C. Whilden, The Whilden Family Revocable Trust Dated
June 17, 1988 and The Whilden Family Irrevocable Trust Dated
October 1999 ("WHILDEN") (for an aggregate of 818,250 shares of
Common Stock);
<PAGE>
o U.S. Venture Partners V, L.P., USVP V International, L.P., 2180
Associates Fund V, L.P. and USVP Entrepreneur Partners V, L.P.
("US VENTURE") (for an aggregate of 1,734,277 shares of Common
Stock);
o Brentwood Associates VII, L.P. and Brentwood Affiliates Fund, L.P.
("BRENTWOOD") (for an aggregate of 2,543,293 shares of --------- -
Common Stock);
o Ambassadors International, Inc. ("AMBASSADORS") (for an aggregate
of 494,132 shares of Common Stock);
o American Express Travel Related Services Company, Inc. ("AMEX
TRAVEL") (for an aggregate of 3,371,500 shares of Common Stock
and one share of Series D3 Preferred Stock).
A form of stockholder agreement which is substantially similar in all
material respects, except as otherwise described in this Schedule 13D, to the
Stockholder Agreements entered into with US Venture, Brentwood, Ambassadors, and
AmEx Travel is attached as Exhibit 4 hereto. A form of stockholder agreement
which is substantially similar in all material respects, except as otherwise
described in this Schedule 13D, to the Stockholder Agreements entered into with
Messrs. Maier and Whilden is attached as Exhibit 5 hereto.
Under the Stockholder Agreements, the Stockholder Parties granted to
Offeror an option (the "OPTION") to purchase all, but not less than all, of
their shares, whether now owned or later acquired (the "OPTIONED SHARES").
Offeror may exercise the Option at any time after the expiration or
termination of all waiting periods under the Hart-Scott-Rodino Act applicable
to such exercise. The Option terminates on the earliest of (a) the purchase
of the Optioned Shares by the Offeror pursuant to the Offer, (b) the
Effective Time, (c) the termination of the Merger Agreement, and (d) two days
after termination or expiration of the Offer. If the Company receives an
alternative proposal which meets certain conditions and the Company provides
notice to Parent and Offeror that the Company is considering the alternative
proposal, the Option may not be exercised for a period commencing on the date
of such written notice and ending on the first to occur of: (1) written
notice is provided, to Parent and Offeror from the Company that such
alternative proposal is not being pursued, such notice shall be provided by
the Company to Parent and Offeror in writing promptly upon any such
determination and (2) the date on which the Company receives a written and
binding offer from the Parent that the Board determines is at least as
favorable, from a financial point of view, to the stockholders of the Company
as the alternative proposal. Additionally, the Option may not be exercised
unless Offeror purchased that number of Shares in the Offer (including the
Option Shares) sufficient to satisfy the certain conditions described in
Annex A to the Merger Agreement.
The Stockholder Parties agreed:
o to vote in favor of the Merger and in favor of any other action or
agreement which would facilitate the transactions contemplated in
the Merger Agreement.
<PAGE>
o not to vote in favor of any action or agreement which would result
in a material breach of any covenant, representation or warranty
or any other obligation of the Company under the Merger Agreement;
and
o to vote against any action or agreement which would impede,
interfere with or attempt to discourage the Offer or the Merger.
The Stockholder Parties further agreed not to:
o sell or otherwise dispose of, or enter into any contract or other
arrangement or understanding with respect to the sale or other
disposition of, any of their Optioned Shares;
o deposit any of their Optioned Shares into a voting trust, or grant
any proxies or enter into a voting agreement with respect to any
of their Optioned Shares;
o except as permitted by the Merger Agreement, initiate, solicit or
knowingly encourage, directly or indirectly, any inquiries or the
making or implementation of any proposal that constitutes, or may
reasonably be expected to lead to, any alternative proposal or
enter into discussions or negotiate with any person or entity in
furtherance of such inquiries or to obtain an alternative
proposal, or agree to or endorse any alternative proposal;
o take any action which would materially delay the consummation of
the transactions contemplated by the Stockholder Agreement; or
o engage in any action or knowingly omit to take any action which
prevent such Stockholder Party from delivering its Optioned Shares
or otherwise performing its obligations under the Stockholder
Agreement.
The AmEx Travel agreement differs from Exhibit 4 in that AmEx Travel
agreed not to exercise any right or option to abstain from voting in favor of
any sale of the Company to a non-approved buyer under the Standstill and Bring
Along Agreement, dated September 14, 1999, between Amex Travel and the Company.
Mr. Maier's agreement differs from Exhibit 5 in that it contains an additional
provision regarding non-competition and non-solicitation.
As of August 23, 2000, the Stockholder Parties currently hold, in the
aggregate, 10,017,777 shares of Common Stock and one share of Preferred Stock
(which is convertible into one share of Common Stock) representing approximately
28.5% of the issued and outstanding Common Stock of the Company. In addition,
AmEx Travel holds warrants to purchase 1,460,046 shares of Common Stock which
are immediately exercisable. According to the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission on
<PAGE>
May 30, 2000, Gadi Maier and Richard D.C. Whilden currently hold 743,675 and
15,000 options to purchase Common Stock, respectively, which are currently
exercisable. If AmEx Travel, Mr. Gadi and Mr. Whilden exercise all of their
currently exercisable warrants and options, the Stockholder Parties will hold
approximately 32.8% of the issued and outstanding Common Stock of the Company.
The Stockholder Parties also granted an irrevocable proxy to the Proxy
Holders to vote their Optioned Shares at any meeting of stockholders or to act
by written consent. The proxy terminates upon the expiration of the Option. The
proxy may be revoked during any period in which the Option may not be
exercised as long as the proxy is reinstated upon expiration of such period.
The foregoing summary of the Merger Agreement, Assignment and Assumption
Agreement and the Stockholder Agreements is qualified in its entirety by
reference to such agreements, which have been filed as exhibits to this Schedule
13D.
Except as indicated in this Schedule 13D, the Sabre Parties currently
have no specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Pursuant to Rule 14d-2, Parent has caused to be filed with the
Securities and Exchange Commission Schedules TO-C with respect to the Offer.
Copies of such Schedules TO-C are available, and when filed, copies of a
Schedule TO-T will be available, at the Securities and Exchange Commission
public reference room and are also available at the Securities and Exchange
Commission web site at http://www.sec.gov.
ITEM 5. INTERESTS IN SECURITIES OF THE COMPANY.
(a). As a result of entering into the Stockholder Agreements, the Sabre
Parties and the Proxy Holders may be deemed to own beneficially 10,017,778
Shares, or approximately 28.5% of the issued and outstanding Shares as of August
23, 2000. The Sabre Parties and the Proxy Holders do not currently own any
Shares. Except as set forth in this Schedule 13D, none of the Proxy Holders, the
Sabre Parties, nor, to the knowledge of the Sabre Parties , any executive
officer or director of any of the Sabre Parties, is the "beneficial owner" of
any such Shares, as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934.
(b). Pursuant to the Stockholder Agreements, the Sabre Parties and the
Proxy Holders possess shared power to vote, or direct the vote of, the
10,0177,778 Shares held by the Stockholder Parties.
(c). None of the Proxy Holders, the Sabre Parties nor, to the knowledge
of the Sabre Parties, any executive officer or director of any of the Sabre
Parties, has engaged in any transaction in any Shares during the sixty day
period immediately preceding the date hereof except as described herein.
(d). Not applicable.
<PAGE>
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Except as described in this Schedule 13D, none of the Proxy Holders, the
Sabre Parties nor, to the knowledge of the Sabre Parties, any executive officer
or director of any of the Sabre Parties', has any other contracts, arrangements,
understandings or relationships with any persons with respect to any securities
of the Company. The description of the transactions discussed in Item 4 is
further described in the Merger Agreement and the Stockholder Agreements
attached as exhibits hereto. Such documents are incorporated herein by reference
for all of the terms and conditions of such documents.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Executive Officers and Directors of the Sabre Parties
Exhibit 2 Agreement and Plan of Merger, dated as of August 28, 2000,
among Parent, Parent Sub and the Company
Exhibit 3 Assignment and Assumption Agreement, dated August 31, 2000, by
and among Parent Sub and Offeror.
Exhibit 4 Form of Stockholder Agreement, dated as of August 28, 2000,
among certain Stockholder Parties, Parent and Parent Sub
Exhibit 5 Form of Stockholder Agreement, dated as of August 28, 2000,
among certain Stockholder Parties, Parent and Parent Sub
Exhibit 6 Joint Filing Agreement, dated September 1, 2000, among the
Sabre Parties and the Proxy Holders
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
SABRE HOLDINGS CORPORATION
By: /s/ JEFFERY M. JACKSON
----------------------------------
Name: Jeffery Jackson
Title: Chief Financial Officer
GETTHERE ACQUISITION CORP.
By: /s/ JAMES E. MURPHY
----------------------------------
Name: James E. Murphy
Title: Treasurer
/s/ JAMES E. MURPHY
----------------------------------
James E. Murphy
/s/ JAMES F. BRASHEAR
----------------------------------
James F. Brashear
/s/ JEFFERY M. JACKSON
----------------------------------
Jeffery M. Jackson
Dated: September 1, 2000
<PAGE>
EXHIBIT INDEX
Exhibit 1 Executive Officers and Directors of the Sabre Parties
Exhibit 2 Agreement and Plan of Merger, dated as of August 28, 2000,
among Parent, Parent Sub and the Company
Exhibit 3 Assignment and Assumption Agreement, dated August 31, 2000, by and
among Parent Sub and Offeror.
Exhibit 4 Form of Stockholder Agreement, dated as of August 28, 2000, among
certain Stockholder Parties, Parent and Parent Sub
Exhibit 5 Form of Stockholder Agreement, dated as of August 28, 2000, among
certain Stockholder Parties, Parent and Parent Sub
Exhibit 6 Joint Filing Agreement, dated September 1, 2000, among the Sabre
Parties and the Proxy Holders
