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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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priceline.com Incorporated
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(Name of Issuer)
common stock, par value $.008 per share
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(Title of Class of Securities)
741503106
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(CUSIP Number)
Robert S. Harkey, Esquire
Senior Vice President - General Counsel
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
(404) 715-2387
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 1, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 11 pages)
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delta Air Lines, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ] [ ]
(b)
[ ] [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
9,339,831
NUMBER OF ------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,339,831
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,339,831
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1 SECURITY AND ISSUER
This Schedule 13D (the "Schedule 13D") relates to the common stock
("priceline common stock") of priceline.com Incorporated, a Delaware corporation
("priceline"), and is being filed with the Securities and Exchange Commission
("SEC") on October 20, 2000.
The principal executive offices of priceline are located at 800
Connecticut Avenue, Norwalk, Connecticut 06854.
ITEM 2 IDENTITY AND BACKGROUND
The Schedule 13D is being filed by Delta Air Lines, Inc., a Delaware
corporation ("Delta"). Delta previously filed a Schedule 13D relating to the
priceline common stock on July 21, 1999 (the "Prior Schedule 13D"). The Prior
Schedule 13D was subsequently amended by amendments dated July 30, 1999, August
19, 1999, November 17, 1999, November 18, 1999, November 24, 1999, December 1,
1999 and December 6, 1999. As reported in the December 6, 1999 amendment to the
Prior Schedule 13D, Delta ceased to be the beneficial owner of more than 5% of
the priceline common stock on December 2, 1999.
The principal executive offices of Delta are located at Hartsfield
Atlanta International Airport, Atlanta, Georgia 30320.
Delta provides scheduled air transportation over an extensive route
network. Based on calendar year 1999 data, Delta is the largest U.S. airline in
terms of aircraft departures and passengers enplaned, and the third largest U.S.
airline as measured by operating revenues and revenue passenger miles flown. As
of September 1, 2000, Delta provided scheduled air service to 205 cities in 45
states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands, and
to 44 international cities in 28 countries. In addition to scheduled passenger
service, Delta provides air freight, mail and related aviation services.
The name, principal occupation and business address of each of the
directors and executive officers of Delta are set forth on Schedule A to the
Schedule 13D. Each director and executive officer of Delta is a citizen of the
United States of America. Neither Delta nor, to the best of its knowledge, any
of its directors or executive officers has during the last five years been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Priceline offers tickets for sale on Delta pursuant to an Airline
Participation Agreement, dated August 31, 1998 (the "Airline Participation
Agreement"), between Delta and priceline. In consideration of its agreement to
enter into the Airline Participation Agreement and the related General
Agreement, dated August 31, 1998 (the "General Agreement"), among priceline,
Delta and Priceline Travel, Inc., Delta acquired a warrant (the "1998 Warrant")
to purchase 18,619,402 shares of priceline common stock at an exercise price of
$0.9254896 per share. The terms of the Airline Participation Agreement and the
General Agreement, and their subsequent amendment pursuant to the Master
Agreement, dated November 17, 1999 (the "Master Agreement"), between Delta and
priceline, are described generally in Item 4 below.
The 1998 Warrant was evidenced by a Participation Warrant Agreement,
dated as of August 31, 1998, that was amended on two occasions. The first
amendment was set forth in the First Amendment and Waiver to Participation
Warrant Agreement, dated as of December 31, 1998 (the "First Amendment to
Participation Warrant Agreement"), and the second amendment was set forth in the
Replacement Participation Warrant Agreement, dated as of November 12, 1999 (the
"Replacement Participation Warrant Agreement"). Delta initially could exercise
the 1998 Warrant only by paying the exercise price in cash. The Replacement
Participation Warrant Agreement provided Delta with the right to exercise the
1998 Warrant without the payment of cash. This form of exercise permitted Delta
to pay the exercise price by surrendering to priceline shares of priceline
common stock having a value equal to the exercise price, based on the closing
sale price on the Nasdaq National Market of priceline common stock on the
trading day immediately preceding the date of exercise. Delta is also a party to
the Registration Rights Agreement, dated as of December 8, 1998 (the
"Registration Rights Agreement"), among priceline and some of priceline's
stockholders and warrantholders, pursuant to which the stockholders and
warrantholders have the right in certain circumstances to require priceline to
register their shares of priceline common stock for resale under the Securities
Act of 1933. Except in limited circumstances, priceline is obligated to pay all
expenses in connection with such a registration.
Delta partially exercised the 1998 Warrant on August 17, 1999 and
acquired 1,817,114 shares of priceline common stock. Delta immediately resold
the shares in a registered public offering on August 17, 1999. The sale price of
the priceline common stock was $67 per share before taking into account
underwriters' discounts and commissions.
On November 12, 1999, Delta exercised the 1998 Warrant with respect
to the remaining 16,802,288 shares of priceline common stock subject to the 1998
Warrant. In lieu of delivering cash in payment of the exercise price, Delta
elected,
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pursuant to the terms of the Replacement Participation Warrant Agreement, to
pay the exercise price by surrendering 276,454 of the shares it was entitled to
acquire upon exercise.
On November 16, 1999, Delta entered into an agreement to sell in a
private transaction to priceline's founder and Vice Chairman, Jay S. Walker, or
his assignees, a total of 2,085,767 shares of priceline common stock at $59.93
per share. The aggregate sale price of the priceline common stock sold to Mr.
Walker was $125,000,000.
On November 17, 1999, in consideration of the amendment of the
Airline Participation Agreement and the General Agreement pursuant to the Master
Agreement as described in Item 4 of the Schedule 13D, priceline issued a warrant
(the "1999 Warrant") to Delta which provided Delta with the right to acquire an
additional 5,500,000 shares of priceline common stock at a price of $56.625 per
share. The 1999 Warrant contains antidilution, cashless exercise and
registration rights provisions similar to those contained in the 1998 Warrant.
In August, 2000, the 1999 Warrant became exercisable as to 2,750,000 shares of
priceline common stock as a result of priceline's receiving net revenues
relating to travel on Delta and its affiliates in excess of $180 million during
a specified period. The 1999 Warrant will become exercisable as to the remaining
2,750,000 shares of priceline common stock on the earlier of (a) January 1,
2001, if priceline receives a specified level of net revenues relating to
travel on Delta and its affiliates or (b) November 17, 2004.
Also on November 17, 1999, and also in consideration of the
amendment of the Airline Participation Agreement and the General Agreement
pursuant to the Master Agreement as described in Item 4 of the Schedule 13D,
priceline provided Delta the right to exchange 6,000,000 shares of priceline
common stock held by it for 6,000,000 shares of priceline convertible preferred
stock. On June 30, 2000, Delta exchanged 6,000,000 shares of priceline common
stock for 6,000,000 shares of newly issued priceline convertible preferred
stock. The priceline convertible preferred stock (a) has a par value of $59.93
per share, (b) is convertible into shares of priceline common stock on a
one-for-one basis, (c) bears a dividend of 8% per annum payable in shares of
priceline common stock, (d) is subject to mandatory redemption on the tenth
anniversary of the date of issuance, and (e) is callable by priceline at the par
value after three years. Priceline has agreed that in the event Delta converts
any of the 6,000,000 shares of priceline convertible preferred stock into
priceline common stock, Delta will have demand and piggyback registration rights
relating to such priceline common stock under the Registration Rights Agreement.
Between November 18, 1999 and January 21, 2000, Delta sold 8,400,000
shares of priceline common stock in transactions on the Nasdaq National Market
for an aggregate sales price of $544,081,866.75.
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On October 1, 2000, priceline paid a dividend of 549,764 shares of
priceline common stock on the 6,000,000 shares of priceline convertible
preferred stock held by Delta.
ITEM 4 PURPOSE OF TRANSACTION
The grants of the 1998 Warrant and the 1999 Warrant were made by
priceline to Delta in connection with the negotiation of the Airline
Participation Agreement, General Agreement and Master Agreement (each of which
are discussed below).
As discussed in Item 3 above, Delta acquired the 1998 Warrant in
connection with its entering into an Airline Participation Agreement with
priceline on August 31, 1998. The Airline Participation Agreement has a ten-year
term but is subject to termination by Delta after August 31, 2001 upon 180 days'
notice to priceline. The Airline Participation Agreement does not impose any
material obligations on Delta. Delta is not obligated to supply airline tickets
to priceline and may supply airline tickets to priceline's competitors at any
time and at any price, without offering any airline tickets to priceline.
In addition to the Airline Participation Agreement, on August 31,
1998 priceline and Delta entered into the General Agreement which provides,
among other things, certain incentives designed to encourage Delta to increase
its participation in priceline's buying service. Under the General Agreement,
Delta is entitled to share in revenue generated from airline ticket sales on
Delta if priceline's gross margin on those sales exceeds approximately 12% in
any calendar quarter. In addition, priceline is required to use the highest
qualifying fare to fulfill ticket requests allocable to Delta, subject to an
agreed minimum ticket sale margin to priceline. The General Agreement also
requires priceline, subject to various exceptions, to obtain Delta's approval of
the addition of new carriers to the priceline service and restricts the routes
for which tickets may be offered by specified carriers through the priceline
service. Priceline also is required to license its buyer-driven commerce system
to Delta on a non-exclusive basis and on commercially reasonable terms under
specified conditions. In addition, priceline's ability to transfer or license
its intellectual property to other travel providers is limited in the manner set
forth in the General Agreement.
On November 17, 1999, Delta and priceline entered into the Master
Agreement, which reflected certain understandings, rights and obligations of the
parties. The Master Agreement:
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- amended the General Agreement by (a) adding United Airlines, American
Airlines, USAirways and certain foreign-based carriers to the list of
participating carriers and (b) revising the sections relating to market
restrictions, ticket allocation methodology and reporting and audit rights;
and
- amended the Airline Participation Agreement by revising the provision
relating to ticket allocation methodology.
Except as described in the Schedule 13D, neither Delta nor, to the
best of its knowledge, any of the persons named in Schedule A to the Schedule
13D presently has any plans or proposals which relate to or would result in any
of the following:
(a) The acquisition by any person of additional securities of
priceline, or the disposition of securities of priceline;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving priceline or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
priceline or any of its subsidiaries;
(d) Any change in the present board of directors or management of
priceline, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of priceline;
(f) Any other material change in priceline's business or
corporate structure;
(g) Changes in priceline's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of priceline by any person;
(h) Causing a class of securities of priceline to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of priceline becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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Delta may sell a substantial portion, and possibly all, of the 589,831 shares
of priceline common stock currently held by it. In addition, Delta may also
sell a substantial portion, and possibly all, of the 6,000,000 shares of
priceline common stock which Delta would receive upon conversion of its shares
of priceline convertible preferred stock. Any such sales may occur immediately
or over a period of time, and may be made in the open market or in private
transactions. The exercise price of the 1999 Warrant is substantially higher
than the current market price of priceline common stock, and therefore Delta
does not currently intend to exercise the 1999 Warrant to purchase the
2,750,000 shares of priceline common stock for which the 1999 Warrant is
currently exercisable. Delta is discussing with priceline a possible amendment
of the 1999 Warrant that would, among other things, reduce the excercise price
and the number of shares of priceline common stock subject to the 1999 Warrant.
Should the market price of priceline common stock ever exceed the exercise
price of the 1999 Warrant, Delta may exercise the 1999 Warrant to purchase some
or all of the shares for which it is then exercisable, and may sell, in the
open market or in private transactions, some or all of any shares so purchased.
ITEM 5 INTEREST IN SECURITIES OF PRICELINE
(a) Delta is the beneficial owner, pursuant to Rule 13d-3(d)(1),
of 9,339,831 shares of priceline common stock. The shares of priceline common
stock beneficially owned by Delta represent approximately 5.3% of the
175,973,032 shares of priceline common stock which priceline indicated were
outstanding on August 10, 2000 (assuming the issuance of the 589,831 shares of
priceline common stock issued as a dividend to Delta on October 1, 2000, the
exercise of Delta's right to purchase 2,750,000 shares of priceline common stock
pursuant to the 1999 Warrant and the conversion of Delta's 6,000,000 shares of
priceline convertible preferred stock into 6,000,000 shares of priceline common
stock), as set forth in priceline's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000.
Mary Johnston Evans, a director of Delta, holds 100 shares of
priceline common stock. To the best of Delta's knowledge, none of the other
directors or executive officers of Delta beneficially owns shares of priceline
common stock.
(b) Delta has sole voting and dispositive power over all of the
shares of priceline common stock beneficially owned by Delta and, to the best of
Delta's knowledge, Mary Johnston Evans has sole voting and dispositive power
over all of the shares of priceline common stock she holds.
(c) Except as otherwise set forth in the Schedule 13D, neither
Delta nor, to the best of Delta's knowledge, any of Delta's directors or
executive officers has effected any transactions in priceline common stock
during the past 60 days.
(d) No person other than Delta has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of
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priceline common stock beneficially owned by Delta or, to the best
of Delta's knowledge, Mary Johnston Evans.
(e) Delta has not ceased being the beneficial owner of more than
5% of the priceline common stock.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF PRICELINE
As described in Item 3 above:
- On August 31, 1998, Delta acquired the 1998 Warrant, which entitled Delta to
purchase 18,619,402 shares of priceline common stock at an exercise price of
$0.9254896 per share;
- On December 31, 1998 and November 12, 1999, the Warrant was amended pursuant
to the First Amendment to Participation Warrant Agreement and the Replacement
Participation Warrant Agreement, respectively;
- On November 16, 1999, Delta entered into an agreement to sell in a private
transaction to Mr. Jay S. Walker or his assignees 2,087,767 shares of
priceline common stock for $59.93 per share;
- On November 17, 1999, priceline issued to Delta the 1999 Warrant to acquire
5,500,000 shares of priceline common stock at an exercise price of $56.625
per share; and
- Also on November 17, 1999, Delta entered into the Master Agreement pursuant
to which it received the right to exchange 6,000,000 shares of priceline
common stock for 6,000,000 shares of priceline convertible preferred stock.
As described in Item 4 above:
- Delta is a party to and an assignee of certain rights under a Registration
Rights Agreement with respect to priceline common stock.
ITEM 7 MATERIALS FILED AS EXHIBITS
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Exhibit Description
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1 Participation Warrant Agreement, dated August 31, 1998, between
priceline and Delta (incorporated by reference to priceline's
Registration Statement on form S-1, No. 333-69657, as filed on
February 16, 1999).
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Exhibit Description
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2 First Amendment and Waiver to Participation Warrant Agreement, dated
December 31, 1998, between priceline and Delta (incorporated by
reference to priceline's Registration Statement on Form S-1, No.
333-69657, as filed on February 16, 1999).
3 Replacement Participation Warrant Agreement, dated November 12,
1999, between priceline and Delta (incorporated by reference to
Amendment No. 3 to the Prior Schedule 13D).
4 Amended and Restated Registration Rights Agreement, dated as of
December 8, 1998, among priceline and certain stockholders and
warrantholders of priceline (incorporated by reference to priceline's
Registration Statement on Form S-1, No. 333-69657, as filed on
December 23, 1998).
5 Acknowledgment and Agreement to the Amended and Restated Registration
Rights Agreement, dated July 16, 1999, between Delta and priceline
(incorporated by reference to the Prior Schedule 13D).
6 Assignment of Certain Registration Rights, dated as of July 16,
1999, by and among Delta and the assignors named therein
(incorporated by reference to the Prior Schedule 13D).
7 Airline Participation Agreement, dated August 31, 1998, by and
among Delta, priceline and Priceline Travel, Inc. (incorporated by
reference to priceline's Registration Statement on Form S-1, No.
333-69657, as filed on February 16, 1999).
8 General Agreement, dated August 31, 1998, by and among Delta,
priceline and Priceline Travel, Inc. (incorporated by reference to
priceline's Registration Statement on Form S-1, No. 333-69657, as
filed on February 16, 1999).
9 Amendment to the Airline Participation Agreement and the General
Agreement, dated December 31, 1998, between and among priceline,
Priceline Travel, Inc. and Delta (incorporated by reference to
priceline's Registration Statement on Form S-1, No. 333-69657, as
filed on February 16, 1999).
10 Master Agreement, dated November 17, 1999, between Delta and
priceline (incorporated by reference to Amendment No. 4 to the
Prior Schedule 13D).
11 Participation Warrant Agreement, dated November 17, 1999, between
priceline and Delta (incorporated by reference to Amendment No. 4
to the Prior Schedule 13D).
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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.
Dated: October 20, 2000 Delta Air Lines, Inc.
By: /s/ M. Michele Burns
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M. Michele Burns
Executive Vice President and
Chief Financial Officer
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SCHEDULE A
[DELTA TO REVIEW AND UPDATE]
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PRESENT PRINCIPAL
OCCUPATION
POSITION (IF OTHER THAN POSITION
NAME AND ADDRESS WITH DELTA WITH DELTA)
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Malcolm B. Armstrong Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Airport Operations
Atlanta, GA 30320
Edwin L. Artzt Director Chairman of the Board,
Delta Air Lines, Inc. Spalding Holdings
Hartsfield Atlanta International Corporation; Retired
Airport Chairman of the Board and
Atlanta, GA 30320 Chief Executive Officer,
The Procter & Gamble
Company, Cincinnati, Ohio
James L. Broadhead Director Chairman of the Board and
P.O. Box 14000 Chief Executive Officer,
Juno Beach, Florida 33408 FPL Group, Inc.; Chairman
of the Board and Chief
Executive Officer,
Florida Power & Light
Company, Juno Beach,
Florida
Edward H. Budd Director Retired Chairman of the
Delta Air Lines, Inc. Board and Chief Executive
Hartsfield Atlanta International Officer, the Travelers
Airport Corporation, Hartford,
Atlanta, GA 30320 Connecticut
M. Michele Burns Executive Vice
President and
Chief
Financial
Officer
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PRESENT PRINCIPAL
OCCUPATION
POSITION (IF OTHER THAN POSITION
NAME AND ADDRESS WITH DELTA WITH DELTA)
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R. Eugene Cartledge Director Former Chairman of the
6 Skidaway Village Walk Suite 203-B Board, Savannah Foods &
Savannah, Georgia 31411-2913 Industries, Inc.,
Savannah, Georgia;
Retired Chairman of the
Board and Chief Executive
Officer, Union Camp
Corporation, Wayne, New
Jersey
Robert L. Colman Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Human
Airport Resources
Atlanta, GA 30320
Vicki B. Escarra Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Customer
Airport Service
Atlanta, GA 30320
Mary Johnston Evans Director Director of various
Delta Air Lines, Inc. corporations
Hartsfield Atlanta International
Airport
Atlanta, GA 30320
George M.C. Fisher Director Chairman of the Board and
former Chief Executive
Officer, Eastman Kodak
Company
David R. Goode Director Chairman, President and
Norfolk Southern Corporation Chief Executive Officer
Three Commercial Place of Norfolk Southern
Norfolk, Virginia 23510-2191 Corporation
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PRESENT PRINCIPAL
OCCUPATION
POSITION (IF OTHER THAN POSITION
NAME AND ADDRESS WITH DELTA WITH DELTA)
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Gerald Grinstein Director Non-Executive Chairman of
1000 2nd Avenue, Suite 3700 the Board, Agilent
Seattle, Washington 98104 Technologies, Inc.; a
principal of Medrona
Investment Group, L.L.C.,
Seattle, Washington;
retired chairman,
Burlington Northern Santa
Fe Corporation; Retired
Chairman and Chief
Executive Officer,
Burlington Northern Inc.,
Fort Worth, Texas; former
Chief Executive Officer,
Western Air Lines, Inc.
Leo F. Mullin Chairman and
Delta Air Lines, Inc. Chief
Hartsfield Atlanta International Airport Executive
Atlanta, GA 30320 Officer
Frederick W. Reid Executive Vice
Delta Air Lines, Inc. President
Hartsfield Atlanta International Airport and Chief
Atlanta, GA 30320 Marketing
Officer
Andrew J. Young Director Chairman and Senior
303 Peachtree Street, N.E. Partner, Goodworks
Atlanta, Georgia 30311 International, Inc.,
Atlanta, Georgia;
Chairman of the Southern
Africa Enterprise
Development Fund; former
Mayor of Atlanta,
Georgia; former U.S.
Ambassador to the United
Nations; former member of
the U.S. House of
Representatives
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