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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 7, 2000
Date of Report (Date of earliest event reported)
Commission File Number 000-23177
TRAVELOCITY.COM INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2855109
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
4200 Buckingham Boulevard
MD 1400
Fort Worth, Texas 76155
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 963-2923
Item 7. Financial Statements and Pro Forma Financial Statements
(a) Exhibits.
2.1 Agreement and Plan of Merger, dated as of October 3, 1999 and
amended as of January 24, 2000, by and among Sabre Inc.,
Travelocity Holdings, Inc., Travelocity.com Inc. and Preview
Travel, Inc. Filed as an Exhibit to the Registration Statement on
Form S-4, as amended (File No. 333-95757), and incorporated
herein by reference.
99.1 Press Release issued by Travelocity.com Inc. on March 8, 2000.
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SIGNATURES
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.
TRAVELOCITY.COM INC.
Dated: March 10, 2000 /s/ Andrew B. Steinberg
---------------------------------
By: Andrew B. Steinberg
Title: Senior Vice President,
General Counsel and
Corporate Secretary
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 3, 1999 and
amended as of January 24, 2000, by and among Sabre Inc.,
Travelocity Holdings, Inc., Travelocity.com Inc. and Preview
Travel, Inc. Filed as an Exhibit to the Registration Statement on
Form S-4, as amended (File No. 333-95757), and incorporated
herein by reference.
99.1 Press Release issued by Travelocity.com Inc. on March 8, 2000.
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EXHIBIT 99.1
FOR RELEASE: Wednesday, March 8, 2000
TRAVELOCITY.COM AND PREVIEW TRAVEL CLOSE MERGER
TRAVELOCITY.COM: THIRD LARGEST E-COMMERCE SITE AND THE LARGEST TRAVEL SITE
FORT WORTH, TX and SAN FRANCISCO, CA - Travelocity.com (NASDAQ: TVLY) and
Preview Travel, Inc. today announced the close of a merger combining the two
companies. The completion of the merger follows the approval yesterday of
Preview Travel stockholders.
Sabre Holdings Corporation (NYSE: TSG) will retain approximately 70
percent ownership of the new Travelocity.com business with the remaining 30
percent to be publicly held, as described in the company's filings with the
Securities and Exchange Commission. Preview Travel shares will convert 1:1 into
shares for the new company, Travelocity.com Inc. The new company trades
beginning today under the symbol TVLY on the NASDAQ National Market System. The
combined company is valued at approximately $2.2 billion as of yesterday's
closing price of $46.00 per share.
"The merger represents the dawn of a new era for the travel industry,"
said Terrell B. Jones, president and chief executive officer for
Travelocity.com. "Bringing together the best of both companies, the new
Travelocity.com will offer members the most powerful combination of innovative
travel planning and booking tools, travel-related content, technology and
customer service that can be found anywhere in the world today - online or
offline."
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Travelocity.com is now the third largest e-commerce site (based on
reach and unique visitors) following Amazon.com and eBay and is the largest
online travel site - 50 percent larger than its nearest competitor based on
gross sales. Combined membership for Travelocity.com and Preview Travel is more
than 17 million and combined gross sales totaled $1.2 billion in 1999.(1)
"The new Travelocity.com is now the clear leader in the Internet
travel market, the largest consumer e-commerce category," said James Hornthal,
founder and chairman of Preview Travel. "Our millions of loyal customers can
look forward to continued innovation and world-class travel products and
services from Travelocity.com."
COMBINING THE TWO COMPANIES
The new Travelocity.com combines the strengths of both companies.
Travelocity.com brings a depth of reservation capabilities from the Sabre
computer reservations system, as well as industry-first features, superior
customer service, partnership reach and extensive brand recognition, while
Preview Travel brings user-friendly content and extensive vacation planning and
booking features. This combination positions the new Travelocity.com to continue
its leadership in the Internet travel space.
"Our goal is to truly change the way consumers shop for and buy travel.
We have already introduced a set of robust travel tools that enhance our
combined members' overall experience and approach to travel," added Jones. "This
is only the beginning as we aggressively move to fulfill our vision. Many more
improvements will be made throughout the year as we fully integrate the two
sites."
Integration of the two sites to create the new Travelocity.com has
begun and is expected to be completed by third quarter 2000. As part of this
process, the following new features have recently been incorporated into the
Travelocity.com site:
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o DREAM MAPS - New from Travelocity.com, this industry-first feature enables
members to enter a preferred dollar amount for airfare and view an
interactive map of the U.S. indicating where they can travel based on that
amount.
o VACATIONS AND CRUISES - Exceptional vacation and cruise content from
Preview Travel is now available through Travelocity.com Vacations. The
section features a new vacation and cruise finder tool, a mountain resort
guide with interactive maps displaying the lowest airfares to resorts
across the U.S. and Canada, and a wide variety of vacation and cruise
deals.
o MULTI-MEDIA VACATION VIDEOS - With broadband capabilities available through
alliances with Excite@Home, Time Warner, Inc. Road Runner, AOL+, and a vast
online multi-media library of vacation destination and cruise videos,
Travelocity.com members now can view 360 (degree) photos of cabins and
amenities on cruise ships and virtually visit vacation spots. As it
integrates the two sites, the new company will focus on expanding
Travelocity.com's worldwide leadership position and improving member
experience through increased customer service and real-time service
offerings.
Both the Travelocity.com and Preview Travel sites will remain fully
operational until site integration is complete, allowing members to plan and
book travel from both sites during this process.
ALLIANCES
The new Travelocity.com will build upon strategic alliances with major
Internet and media companies including America Online, Yahoo!, Lycos, Go
Network, Excite@Home and Time Warner, Inc. Road Runner.
The roll-out of a new five-year agreement with America Online, Inc. is
planned to begin early April 2000. Under this agreement Travelocity.com will be
the exclusive reservations engine for all travel-related services within AOL
service, AOL.COM, AOL Digital City and Netscape Netcenter. This agreement
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also calls for a unique revenue sharing structure designed to enable the
companies to share commissions on travel sales and advertising revenue based on
the success of this alliance.
EXECUTIVE MANAGEMENT AND BOARD OF DIRECTORS
The new company is headquartered in Fort Worth, Texas, with offices in
San Francisco and New York, and customer service centers in San Antonio, San
Francisco and Sacramento. Terrell B. Jones is the president and chief executive
officer of the new company. Ramesh Punwani is the chief financial officer. The
Travelocity.com board is composed of 9 members. William J. Hannigan, chief
executive officer and president of Sabre Inc., serves as chairman of the board.
James Hornthal serves as vice chairman.
Travelocity.com provides online reservations capabilities for more than
95 percent of the world's airline seats, more than 47,000 hotels, more than 50
car rental companies and more than 1,800 vacation packages. This reservations
capability is paired with access to a vast database of destination and interest
information.
INVESTOR NOTICE
Statements in this news release which are not purely historical facts, including
statements about anticipated or expected future revenue and earnings growth, are
forward looking statements. Any forward looking statements involve risks and
uncertainties that could cause actual events or results to differ materially
from the events or results described in the forward looking statements,
including risks related to, but not limited to: the failure to successfully
integrate Preview Travel's operations with those of Travelocity.com;
Travelocity.com's relationship with Sabre; the limited operating history of
Travelocity.com and Preview Travel; the expectation of continued net losses for
the foreseeable future; a decline in or elimination of commissions; expenses
associated with financial commitments to Internet portals; adverse changes or
interruptions in relationships with travel suppliers, distribution partners and
other service providers; security breaches and other systems-related failures;
and legal and regulatory constraints. Further information regarding factors that
could affect Travelocity.com's financial and other results is included in
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Travelocity.com's filings with the Securities and Exchange Commission.
Travelocity.com undertakes no obligation to update any forward looking
statements.
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(1) Travelocity.com garnered 9.6 percent reach and a combined 6.5 million unique
visitors in January 2000, according to the World Wide Web Audience Ratings
Report conducted by Media Metrix Inc.
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CONTACTS:
Travelocity.com Inc.:
Judy Haveson/Dawn Caesar
[email protected]/[email protected]
Vollmer
512-472-3515
For more information about the merger, visit the press room at
www.travelocity.com.
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