--------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
---------
Preview Travel, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 94-2965892
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
747 Front Street
San Francisco, California 94111
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
----------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered
Preview Travel, Inc., a Delaware corporation (the "registrant" or
the "Company"), Sabre Inc., a Delaware corporation ("Sabre"), Travelocity
Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of
Sabre ("Travelocity Holdings"), and Travelocity.com Inc., a Delaware
corporation and a wholly-owned subsidiary of Travelocity Holdings
("Travelocity.com"), have entered into an Agreement and Plan of Merger,
dated as of October 3, 1999 (the "Merger Agreement"), whereby the Company
will be merged with and into Travelocity.com, with Travelocity.com as the
surviving entity (the "Merger").
In connection with the Merger Agreement, the Company entered into
the First Amendment (the "Rights Amendment") to the Preferred Shares
Rights Agreement, dated as of October 29, 1998 (the "Rights Agreement"),
between Preview and U.S. Stock Transfer Corporation, as rights agent (the
"Rights Agent"), in order to render the rights issued thereunder
inapplicable to the Merger Agreement and the transactions contemplated
thereby. The Rights Amendment provides that none of Sabre or its wholly-
owned subsidiaries (including Travelocity Holdings and Travelocity.com)
shall be or become an "Acquiring Person" solely as a result of entering
into the Merger Agreement or the voting agreements between Sabre and
certain shareholders of the Company. The Rights Amendment also provides
that no "Distribution Date" or "Stock Acquisition Date" shall occur, and
no Rights shall be exercisable pursuant to the Rights Agreement solely as
a result of the Merger Agreement or the consummation of the transactions
contemplated thereby.
A summary of Preview's Preferred Share Purchase Rights is set forth
below.
Summary of Rights
Effective as of October 28, 1998 the Company declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share
of Common Stock, $0.001 par value (the "Common Shares"), of the Company.
The dividend was payable on November 12, 1998 (the "Record Date") to
stockholders of record as of the close of business on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Participating Preferred Stock,
$0.001 par value, of the Company (the "Preferred Shares"), subject to
adjustment, at a price of $100.00 per one-thousandth of a preferred
share, subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in the Rights Agreement.
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the
Rights Agreement, including the Certificate of Designations, the form of
Rights Certificate and the Summary of Rights to be provided to
stockholders of the Company, is attached as Exhibit 2 to this
Registration Statement and is incorporated herein by reference.
<PAGE>
<PAGE>
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date
(defined below). Accordingly, Common Share certificates outstanding on
the Record Date will evidence the Rights related thereto, and Common
Share certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption, exchange or expiration of the Rights), the
surrender or transfer of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Shares, certificates for
the rights ("Rights Certificates") will be issued and the Rights will
become exercisable upon the earlier of: (i) the close of business on the
tenth day (or such later date as may be determined by a majority of the
Board of Directors) following a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
Common Shares (an "Acquiring Person") or (ii) the close of business on
the tenth day (or such later date as may be determined by a majority of
the Board of Directors) following the commencement of a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common
Shares. The earlier of such dates is referred to as the "Distribution
Date."
ISSUANCE OF RIGHTS CERTIFICATES, EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate
Rights Certificates will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such
separate Rights Certificates alone will evidence the Rights from and
after the Distribution Date. Unless otherwise determined by the Board of
Directors, all Common Shares issued prior to the Distribution Date will
be issued with Rights. Common Shares issued after the Distribution Date
may be issued with Rights if such shares are issued (i) upon the
exercise, conversion or exchange of securities issued after adoption of
the Rights Agreement or (ii) pursuant to the exercise of stock options or
under any employee benefit plan or arrangement. Except as otherwise
determined by the Board of Directors, no other Common Shares issued after
the Distribution Date will be issued with Rights. In addition, no Common
-2-
<PAGE>
Shares issued after the Distribution Date will be issued with Rights if
such issuance would result in (or create a significant risk) (i) of
material adverse tax consequences to the Company or the person to whom
such Rights Certificate would be issued or (ii) that such options or
plans would not qualify for otherwise available special tax treatment.
The Rights will expire on October 28, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company or expire upon consummation
of certain mergers, consolidations or sales of assets, as described
below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until the occurrence of one of
the subsequent events described below, holders of the Rights will be
entitled to receive, upon exercise and the payment of $100.00 (the
"Purchase Price") per Right, one one-thousandth of a Preferred Share.
EXCHANGE PROVISION
At any time after an Acquiring Person has become such and prior to
the Acquiring Person beneficially owning 50% or more of the outstanding
Common Shares, the Board of Directors may exchange the Rights (other than
Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
RIGHT TO BUY COMMON SHARES AT HALF PRICE
Unless the Rights are earlier redeemed or exchanged, in the event
that an Acquiring Person becomes such, other than pursuant to a tender
offer which is made for all of the outstanding Common Shares and approved
by a majority of the Board of Directors after determining that the offer
is both adequate and otherwise in the best interests of the Company and
its stockholders (a "Permitted Offer"), then proper provision will be
made so that each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person,
which will thereafter be void) will thereafter have the right to receive,
upon exercise of a Right, a number of Common Shares having a then current
value equal to two times the Purchase Price. In the event that the
Company does not have a sufficient number of Common Shares available, or
the Board of Directors decides that such action is necessary or
appropriate and not contrary to the interests of Rights holders, the
Company may, among other things, instead substitute cash, assets or other
securities for the Common Shares into which the Rights would have
otherwise been exercisable.
-3-
<PAGE>
RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE
Similarly, unless the Rights are earlier redeemed or exchanged, in
the event that, after the Shares Acquisition Date (as defined below),
(i) the Company consolidates with or merges into another entity,
(ii) another entity consolidates with or merges into the Company or
(iii) the Company sells or otherwise transfers 50% or more of its
consolidated assets or earning power, proper provision must be made so
that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company
having a then current value equal to two times the Purchase Price (unless
the transaction satisfies certain conditions and is consummated with a
person who acquired shares pursuant to a Permitted Offer, in which case
the Rights will expire).
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution as set forth in the Rights Agreement. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
RIGHTS AND PREFERENCES OF THE PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to an aggregate
dividend of 1,000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be
entitled to a preferential liquidation payment equal to accrued but
unpaid dividends plus the greater of $1,000 per share or 1,000 times the
aggregate per share amount to be distributed to the holders of Common
Shares. Each Preferred Share will have 1,000 votes, voting together with
the holders of Common Shares, except as required by law or the
Certificate of Determination of Rights, Preferences and Privileges of
Series A Participating Preferred Stock. In the event of any merger,
consolidation or other transaction in which Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 1,000 times
the amount received per Common Share. The rights are protected by
-4-
<PAGE>
customary anti-dilution provisions. Because of the nature of the
dividend, liquidation and voting rights of the Preferred Shares, the
value of the one one-thousandth interest in a Preferred Share purchasable
upon exercise of each Right should approximate the value of one Common
Share.
REDEMPTION
At any time prior to the close of business on the earlier of
(i) the tenth day following the date (the "Shares Acquisition Date") of
public announcement that an Acquiring Person has become such or such
later date as may be determined by a majority of the Board of Directors
and publicly announced by the Company or (ii) the Final Expiration Date
of the Rights, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right ("Redemption Price").
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company (other than any rights
resulting from such holder's ownership of Common Shares), including,
without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The provisions of the Rights Agreement may be supplemented or
amended by the Board of Directors in any manner prior to the Distribution
Date without the approval of Rights holders. After the Distribution
Date, the provisions of the Rights Agreement may be supplemented or
amended by the Board of Directors in order to (i) cure any ambiguity,
defect or inconsistency, (ii) to make changes which are deemed necessary
or advisable and do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person), or (iii) to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to lengthen (A) the time period governing
redemption shall be made at such time as the Rights are not redeemable,
or (B) any other period unless for the purpose of protecting, enhancing
or clarifying the rights of, and/or benefits to, the holders of Rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board of Directors are designed to
protect and maximize the value of the outstanding equity interests in the
Company in the event of an unsolicited attempt by an acquiror to take
over the Company, in a manner or on terms not approved by the Board of
Directors. Takeover attempts frequently include coercive tactics to
deprive a corporation's Board of Directors and its stockholders of any
real opportunity to determine the destiny of the corporation. The Rights
have been declared by the Board of Directors in order to deter such
tactics, including a gradual accumulation of shares in the open market of
-5-
<PAGE>
a 20% or greater position to be followed by a merger or a partial or two-
tier tender offer that does not treat all stockholders equally. These
tactics unfairly pressure stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the
full value of their shares.
The Rights are not intended to prevent a takeover of the Company
and will not do so. The Rights are not exercisable in the event of a
Permitted Offer, as described above. The Rights may be redeemed by the
Company at $0.01 per Right within ten days (or such later date as may be
determined by a majority of the Board of Directors) after the
accumulation of 20% or more of the Company's outstanding Common Shares by
a single acquiror or group. Accordingly, the Rights should not preclude
any merger or business combination approved by the Board of Directors.
Issuance of the Rights does not in any way weaken the financial strength
of the Company or interfere with its business plans. The issuance of the
Rights has no immediate dilutive effect, will not affect reported
earnings per share, should not be taxable to the Company or to its
stockholders and will not change the way in which the Company's shares
are presently traded. The Company's Board of Directors believes that the
Rights represent a sound and reasonable means of addressing the complex
issues of corporate policy created by the current takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the
Board of Directors. The Rights may cause substantial dilution to a
person or group that attempts to acquire the Company on terms or in a
manner not approved by the Board of Directors, except pursuant to an
offer conditioned upon the negation, purchase or redemption of the
Rights.
-6-
<PAGE>
Item 2. Exhibits
1. Agreement and Plan of Merger, dated as of October 3,
1999, by and among Sabre, Inc., Travelocity Holdings,
Inc., Travelocity.com Inc. and Preview Travel, Inc.
(incorporated by reference to Exhibit No. 2.1 to the
Registrant's Current Report on Form 8-K filed October 6,
1999).
2. Preferred Shares Rights Agreement, dated as of October
29, 1998, between Preview Travel, Inc. and U.S. Stock
Transfer Corporation, including the Certificate of
Designations, the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A, B and
C, respectively (incorporated by reference to Exhibit No.
1 to the Registrant's Registration Statement on Form 8-A
filed on October 30, 1998).
3. First Amendment to the Rights Agreement, dated as of
October 12, 1999, by and between Preview Travel, Inc. and
U.S. Stock Transfer Corporation, as rights agent.
-7-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
PREVIEW TRAVEL, INC.
By:/s/ Leonard R. Stein
--------------------------------------
Name: Leonard R. Stein
Title: Senior Vice President and
General Counsel
Dated: October 12, 1999
-8-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1. Agreement and Plan of Merger, dated as of October 3, 1999,
by and among Sabre, Inc., Travelocity Holdings, Inc.,
Travelocity.com Inc. and Preview Travel, Inc.
(incorporated by reference to Exhibit No. 2.1 to the
Registrant's Current Report on Form 8-K filed October 6,
1999).
2. Preferred Shares Rights Agreement, dated as of October 29,
1998, between Preview Travel, Inc. and U.S. Stock Transfer
Corporation, including the Certificate of Designations,
the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively
(incorporated by reference to Exhibit No. 1 to the
Registrant's Registration Statement on Form 8-A filed on
October 30, 1998).
3. First Amendment to the Rights Agreement, dated as of
October 12, 1999, by and between Preview Travel, Inc. and
U.S. Stock Transfer Corporation, as rights agent.
-9-
EXHIBIT 3
FIRST AMENDMENT
TO THE
RIGHTS AGREEMENT
AMENDMENT dated as of October 12, 1999 to the Preferred Shares
Rights Agreement dated as of October 29, 1998 (the "Rights Agreement")
between Preview Travel, Inc. (the "Company") and U.S. Stock Transfer
Corporation, as rights agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken:
1. Amendment to Rights Agreement. The Rights Agreement is amended by:
a. Deleting from Section 1 the period at the end of the first
sentence of the definition of "Acquiring Person" and adding the
following text "; provided, however, that none of Sabre Inc. ("Sabre")
or its wholly-owned subsidiaries shall be or become an Acquiring Person
solely as a result of the approval, execution or delivery of (I) the
Agreement and Plan of Merger, dated as of October 3, 1999 (the "Merger
Agreement"), among the Company, Sabre, Travelocity Holdings, Inc. and
Travelocity.com Inc. or (II) voting agreements, each dated as of
October 3, 1999, between Sabre and certain shareholders of the Company,
or the consummation of the transactions contemplated by the Merger
Agreement."
b. By adding a new Section 35 as follows:
"Section 35. Merger with Sabre. Notwithstanding any provision
herein to the contrary, neither Sabre nor any of its wholly-owned
subsidiaries shall be considered an Acquiring Person under this Rights
Agreement, no Distribution Date or Stock Acquisition Date shall occur,
and no Rights shall be exercisable pursuant to Section 7, Section 11,
Section 13 or any other provision hereof, solely as a result of the
approval, execution or delivery of the Merger Agreement or the
consummation of the transactions contemplated thereby."
2. Full Force and Effect. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts to
be made and performed entirely within such State.
<PAGE>
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first written
above.
Preview Travel, Inc.
By: /s/Leonard R. Stein
___________________________________
Name: Leonard R. Stein
Title: Senior Vice President and
General Counsel
U.S. Stock Transfer Corporation
By: /s/Mark Cano
____________________________________
Name: Mark Cano
Title: Asst. V.P.
-2-
