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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 28, 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
incorporation or organization) Identification 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
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Item 5. Other Events
The Registrant has filed all requisite documents with the Delaware
Secretary of State to amend and restate the Registrant's Restated Certificate of
Incorporation to redesignate the Registrant's Series A Preferred Stock, par
value $0.001 per share, as Class A Common Stock, par value $0.001 per share,
effective August 28, 2000. No other changes to the terms of the Series A
Preferred Stock were made in such filing.
As of June 30, 2000, giving effect to the above referenced
redesignation, Travelocity.com's capital structure will include the following
shares (in thousands):
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As of June 30, 2000
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Issued and
Authorized Outstanding
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Common Stock 135,000 16,146
Class A Common Stock 33,000 33,000(1)
Class B Common Stock 75,000 --
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Total common shares 243,000 49,146
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(1) Travelcity Holdings, Inc., a wholly-owned subsidiary of Sabre, Inc., holds
33,000,000 shares of the Registrant's Class A Common Stock, which together
with 30,000,000 units of Travelocity.com LP, owned by Travelocity Holdings,
Inc., Sabre, Inc., and TSGL Holding, a wholly-owned subsidiary of Sabre
Inc., are convertible into 33,000,000 shares of the Registrant's Common
Stock. If Sabre Inc. and its wholly-owned subsidiaries exercised their
right to convert all their partnership units and Class A Common Stock into
Common Stock, Sabre, Inc. would own approximately 70% of the outstanding
shares of Common Stock of the Registrant. Sabre, Inc. is a beneficial
owner of the Class A Common Stock based on 100% ownership of Travelocity
Holdings, Inc. Sabre Holdings Corporation is a beneficial owner of these
shares based on 100% ownership of Sabre, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
3.1 Restated Certificate of Incorporation, dated August 28, 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: August 30, 2000 By: /s/ Andrew B. Steinberg
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Andrew B. Steinberg
Executive Vice President
Administration, General Counsel
and Corporate Secretary
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Restated Certificate of Incorporation, dated August 28, 2000.
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