<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
TRAVELNOW.COM, INC.
(Name of Subject Company (Issuer))
WONSUB, INC. (OFFEROR)
HOTEL RESERVATIONS NETWORK, INC. (OFFEROR PARENT)
(Name of Filing Persons (identifying status as offeror,
issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
89490A 10 7
(CUSIP Number for Class of Securities)
----------
GREGORY S. PORTER, ESQ.
HOTEL RESERVATIONS NETWORKS, INC.
8140 WALNUT HILL LANE, SUITE 800
DALLAS, TX 75231
TELEPHONE: (972) 361-7311
(Name, address and telephone number of person
authorized to receive notice and
communications on behalf of filing persons)
----------
COPIES TO:
JEFFREY CHAPMAN, ESQ.
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE
SUITE 3700
DALLAS, TX 75201
TELEPHONE: (214) 220-7797
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
--------------------------------------------------------------------------------
<S> <C>
$ $
--------------------------------------------------------------------------------
</TABLE>
*N/A
[__] Check 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] 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: [__]
================================================================================
<PAGE> 2
[TRAVELNOW.COM LOGO] [HOTEL RESERVATIONS NETWORK LOGO]
FOR IMMEDIATE RELEASE
HOTEL RESERVATIONS NETWORK TO ACQUIRE TRAVELNOW.COM
-MAJOR DISTRIBUTION PLAY: HRN'S INTERNET AFFILIATE BASE TO INCREASE FROM 4,000
TO 16,000 TOTAL AFFILIATES-
January 4, 2001 - Dallas, TX and Springfield, MO, - Hotel Reservations Network
(HRN) (NASDAQ: ROOM) www.hoteldiscount.com, the Internet's number one provider
of discount hotel accommodations worldwide, and TravelNow.com (NASDAQ: TNOW), a
leading Internet travel site with one of the largest travel affiliate programs
on the web, announced today that they have entered into a definitive merger
agreement pursuant to which HRN will acquire all of the outstanding shares of
TravelNow for $4.16 per share in cash. Including shares of TravelNow that were
previously purchased by HRN, as well as certain other contractual payments in
the transaction, the total value of the acquisition is approximately $47.4
million.
The merger brings together two companies in the online travel industry that have
the largest and most successful affiliate distribution networks on the Internet,
with a combined total of over 16,000 affiliate partners. Both companies will
benefit from the premier distribution network created by this merger and the
opportunity to provide their products and services to millions of new customers.
The merger agreement provides that, by no later than January 18, 2001, HRN will
commence a tender offer for all outstanding shares of TravelNow's common stock.
The Board of Directors of TravelNow has unanimously approved the merger
agreement and recommends that shareholders tender their shares into the tender
offer.
"Like HRN, TravelNow has been very successful in growing its business rapidly
through the use of the Internet affiliate distribution model," said Bob Diener,
President of Hotel Reservations Network. "The combination of the two companies
will create an enormous distribution platform from which HRN can aggressively
build upon its leadership position in the online hotel accommodations market. In
addition, TravelNow, will be able to provide many of HRN's other affiliates and
consumers with access to a broader array of travel products including car
rentals, air travel, rail passes and cruises."
<PAGE> 3
Page 2 of 4
Mr. Diener continued, "In addition to expanding our distribution base and
product offerings, this transaction further strengthens the revenue and cash
flow generating momentum inherent in HRN's unique and profitable business model.
Leveraging HRN's infrastructure, we have identified several areas where we
expect to be able to increase the sales and profits of both HRN and TravelNow.
Further, our financial position remains solid. Following the close of the
transaction, we will still have over $130 million in cash and no debt. We look
forward to working with our new partners at TravelNow and welcome them to the
HRN family."
Jeff Wasson, Chief Executive Officer of TravelNow.com said, "The merger between
two of the most successful travel distribution networks allows for the rapid
growth and clear leadership position of a stronger entity. The opportunity to
form such a relationship gives both TravelNow and HRN clients a greater value
proposition. From technology and customer service offerings to discounts and
combined resources, this is an opportunity that does not happen very often. The
complete advanced technology solution that encompasses the best network and the
widest, fastest service will ultimately benefit the traveler."
The tender offer is subject to customary conditions. The offer is not subject to
receipt of financing. Upon successful completion of the tender offer, the
agreement calls for a merger pursuant to which any remaining shareholders will
receive cash in the same amount as paid in the tender offer. TravelNow will
become a wholly-owned subsidiary of HRN and its management team will remain
intact. The acquisition is expected to close by the end of the 1st quarter of
2001.
HRN will host a conference call to discuss this announcement at 1:00 p.m.
Eastern time on January 4, 2001. To access the call please dial 212-346-6440. In
addition the live call will be available over the Internet at
www.hoteldiscount.com under the Investor Relations section. The call will be
archived at the same website and will be available within 48 hours.
About HRN
Hotel Reservations Network, Inc. (NASDAQ: ROOM) is the Internet's #1 provider of
discount hotel accommodations and supplier of room availability during sold out
periods. In addition, HRN provides travellers with access to vacation rentals,
including vacation timeshare properties, condominiums and other managed vacation
properties. HRN supplies travellers with an easy-to-use, one-stop source for the
guaranteed lowest hotel rates and vacation rentals through its Websites,
http://www.hoteldiscount.com, http://www.180096hotel.com and
http://www.condosaver.com, over 4,000 affiliate Websites, and HRN's 24x7
toll-free call center (1-800-96-HOTEL). HRN provides hotel accommodations at
over 2,100 hotels in more than 83 major markets in North America and Western
Europe and vacation rentals at approximately 100 properties in 13 markets. For
more information about HRN, visit the Company's websites at
http://www.hoteldiscount.com and http://www.180096hotel.com. Located in Dallas,
Texas, HRN is a majority-owned subsidiary of USA Networks, Inc.'s (NASDAQ: USAI)
Information and Services unit.
<PAGE> 4
Page 3 of 4
About TravelNow
Launched in 1995, TravelNow (NasdaqSC: TNOW) was among the very first real-time
hotel reservation services on the Internet. TravelNow was also the first
Internet travel site to provide consumers with the capability to initiate a
wireless hotel reservation. Through its network of over 12,000 affiliates, as
well as its own Website www.travelnow.com, TravelNow provides competitive rates
for more than 40,000 hotels in 5,000 cities and 140 countries. Additionally, the
Company offers discounts of up to 65 percent on 700 hotels in almost every major
city and up to 40 percent on over 7,000 hotels around the world. In addition,
TravelNow offers car, air, rail and cruise reservations at www.travelnow.com.
For investor relations or press information please visit investor.travelnow.com
This news release contains "forward-looking statements" regarding HRN. HRN has
based these forward-looking statements on its current expectations and
projections about future events, based on the information currently available to
it. The forward-looking statements include among other things, statements
relating to HRN's anticipated financial performance, business prospects, new
developments, new strategies and similar matters. These forward-looking
statements are subject to risks, uncertainties and assumptions that may affect
the operations, performance, development and results of HRN's business and
include, but are not limited to, the risk factors described under the section
"Risk Factors" in HRN's prospectus filed with the SEC on February 25, 2000
(which is available upon request from HRN or on HRN's websites,
www.hoteldiscount.com and www.180096hotel.com, under the heading "Investor
Relations") and the following: 1) material adverse changes in the economic
conditions in HRN's markets; 2) future regulatory actions and conditions in
HRN's operating areas; 3) competition from others; 4) product demand and market
acceptance; 5) the ability to protect proprietary information and technology or
to obtain necessary licenses on commercially reasonable terms; and 6) the
ability to obtain and retain key executives and employees. HRN undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or any other reason. In light of
these risks, uncertainties and assumptions, the forward-looking statements
discussed in this press release may not prove correct.
Information in this press release contains forward-looking statements regarding
TravelNow.com that involve risks and uncertainties that might adversely affect
the Company's operating results in the future to a material degree. Such risks
and uncertainties include, without limitation, the ability of the Company to
raise capital to finance the development of its software products, the
effectiveness and the marketability of its services, the ability of the Company
to protect its proprietary information, and the establishment of an efficient
corporate operating structure as the Company grows. These and other risks and
uncertainties are presented in detail in the Company's Form 10-KSB, which was
filed with Securities and Exchange Commission on October 12, 1999. This
information is available from the SEC or the Company.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of TravelNow.com. The tender offer will be made pursuant to a
tender offer statement and related materials. Investors and security holders are
strongly advised to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer referred to in
this news release when they become available because they will contain important
information. The tender offer statement will be filed by HRN with the Securities
and Exchange Commission (SEC), and a solicitation/recommendation statement will
be filed by TravelNow.com with the
<PAGE> 5
Page 4 of 4
SEC. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by TravelNow.com and HRN at the SEC's
website, www.sec.gov, and available from HRN upon request.
# # #
FOR FURTHER INFORMATION:
FOR HOTEL RESERVATIONS NETWORK:
<TABLE>
<S> <C> <C>
Media Relations: Investor Relations:
Lois Fuhr Mel Robinson Brainerd Communicators
Fuhr & Associates Hotel Reservations Network Michael Smargiassi
425-788-7878 214-361-7311 ext 1034 Phone: 212-986-6667
[email protected] [email protected] [email protected]
FOR TRAVELNOW:
Ross Summers Rick Keating or James Forte
TravelNow.com KeatingPR
417-864-3600 ext 1304 973-376-9300.
[email protected] [email protected] / [email protected]
</TABLE>
