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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
GETTHERE INC.
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(Name of Subject Company)
GETTHERE INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
374266-10-4
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(CUSIP Number of Class of Securities)
GADI MAIER
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
GETTHERE INC.
4045 CAMPBELL AVENUE
MENLO PARK, CALIFORNIA 94025
(650) 752-1500
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(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
COPY TO:
RICHARD V. SMITH, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission on September 11,
2000 by GetThere Inc., a Delaware corporation ("GetThere"). The Schedule
14D-9 relates to the tender offer by GetThere Acquisition Corp. ("Offeror"),
a Delaware corporation and a wholly-owned subsidiary of Sabre Holdings
Corporation, disclosed in a Tender Offer Statement on Schedule TO dated
September 11, 2000, to purchase all of the shares held by GetThere's
stockholders other than Offeror or its affiliates at a price equal to $17.75
per share, net to the seller in cash (subject to applicable withholding of
taxes), without interest, upon the terms and subject to the conditions set
forth in Offeror's Offer to Purchase dated September 11, 2000 and in the
related Letter of Transmittal (which together with the Offer to Purchase,
each as may be amended and supplemented from time to time, constitute the
"Offer").
ITEM 8. ADDITIONAL INFORMATION
The response to Item 8 is hereby amended and supplemented by adding the
following paragraph thereto:
On September 12, 2000, the Federal Trade Commission granted early
termination of the 15-day waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder.
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ANNEX A: INFORMATION STATEMENT
The Information Statement attached as Annex A to the Schedule 14D-9 is
hereby amended as follows: on page A-11, in the table set forth in the
section titled "Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-end Option Values", by deleting the numbers "332,636", "1,037,364",
"9,480,126" and "27,426,924" in the third, fourth, fifth and sixth columns,
respectively, after Daniel Whaley's name, and replacing each such number with
"0".
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SIGNATURE
After reasonable 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.
Date: September 18, 2000
GETTHERE INC.
By: /s/ Gadi Maier
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Gadi Maier
Chairman, President and Chief
Executive Officer
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