Document/Exhibit Description Pages Size
1: 8-K Current Report 5 18K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 69 273K
Liquidation or Succession
3: EX-4.1 Instrument Defining the Rights of Security Holders 9 29K
4: EX-4.2 Instrument Defining the Rights of Security Holders 8 29K
5: EX-4.3 Instrument Defining the Rights of Security Holders 8 29K
6: EX-4.4 Instrument Defining the Rights of Security Holders 2 9K
7: EX-99.1 Miscellaneous Exhibit 6 21K
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
October 6, 1999
Date of Report (Date of earliest event reported)
PREVIEW TRAVEL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-23177 94-2965892
(Commission File Number) (IRS Employer Identification No.)
747 Front Street, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
(415) 439-1200
(Registrant's telephone number, including area code)
Item 5. Other Events.
Preview Travel, Inc., a Delaware corporation (the "registrant" or
"Preview"), Sabre Inc., a Delaware corporation ("Sabre"), Travelocity
Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Sabre
("Travelocity Holdings"), and Travelocity.com Inc., a Delaware corporation
and a wholly-owned subsidiary of Travelocity Holdings ("Travelocity.com"),
have entered into an Agreement and Plan of Merger, dated as of October 3,1999
(the "Merger Agreement"), whereby Preview Travel will be merged with and
into Travelocity.com, with Travelocity.com as the surviving entity (the
"Merger").
As a result of the Merger, each outstanding share of Preview common
stock will be converted into the right to receive one share of common stock,
par value $.001 per share, of Travelocity.com (the "Travelocity.com Common
Stock").
While the Merger Agreement prohibits Preview from soliciting
competing acquisition proposals, Preview may provide non-public information
to, and engage in negotiations and discussions with respect to, an
unsolicited superior proposal made to Preview. Furthermore, subject to
compliance with the terms of the Merger Agreement and payment of a $10
million fee to Saturn, Preview may terminate the Merger Agreement and accept
a superior proposal.
Concurrently with the execution and delivery of the Merger
Agreement, certain stockholders of the registrant entered into voting
agreements (the "Voting Agreements"). Under the Voting Agreements, the
stockholders commit to vote for the approval of the Merger and against any
competing acquisition proposals until the Voting Agreements terminate. The
Voting Agreements terminate automatically upon the earlier of termination of
the Merger Agreement and the effective time of the Merger.
The closing of the Merger is subject to certain conditions,
including the approval of the common stockholders of Preview and the receipt
of approvals pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
In connection with the Merger Agreement, Preview's Board of
Directors has authorized the amendment of its Rights Agreement dated as of
October 29, 1998 in order to render the rights issued thereunder inapplicable
to the Merger Agreement and the transactions contemplated thereby.
Copies of the Merger Agreement, the Voting Agreements, the
amendment to the Rights Agreement and the press release, dated October 4,
1999, relating to the above-described transactions, are attached exhibits to
this report and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
-2-
Exhibit Number Description
2.1 Agreement and Plan of Merger,
dated as of October 3, 1999, by
and among Sabre, Inc.,
Travelocity Holdings, Inc.,
Travelocity.com Inc. and Preview
Travel, Inc.
4.1 Voting Agreement, dated as of
October 3, 1999, by and between
Sabre, Inc. and America Online, Inc.
4.2 Voting Agreement, dated as of
October 3, 1999, by and between
James J. Hornthal.
4.3 Voting Agreement, dated as of
October 3, 1999, by and between
Media. One Interactive Services, Inc.
4.4 Form of First Amendment to the
Rights Agreement, dated as of
October 29, 1998, by and between
Preview Travel, Inc. and U.S.
Stock Transfer Corporation, as
rights agent.
99.1 Press release of the registrant,
issued October 5, 1999, regarding
the Merger.
-3-
SIGNATURE
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.
Preview Travel, Inc.
By: /s/ Thomas W. Cardy
_______________________________
Name: Thomas W. Cardy
Title: Executive Vice President and
Chief Financial Officer
Dated: October 6, 1999
-4-
EXHIBIT INDEX
Exhibit
Number Description Page
2.1 Agreement and Plan of Merger, dated as of October 3,
1999, by and among Sabre Inc., Travelocity Holdings,
Inc., Travelocity.com Inc. and Preview Travel, Inc.
4.1 Voting Agreement, dated as of October 3, 1999, by and
between Sabre Inc. and America Online, Inc.
4.2 Voting Agreement, dated as of October 3, 1999, by and
between James J. Hornthal.
4.3 Voting Agreement, dated as of October 3, 1999 by and
between MediaOne Interactive Services, Inc.
4.4 Form of First Amendment to the Rights Agreement,
dated as of October 29, 1998, by and between Preview
Travel, Inc. and U.S. Stock Transfer Corporation, as
rights agent.
99.1 Press release of the registrant, issued October 6, 1999,
regarding the Merger.
-5-
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / For Period End: | | 10/6/99 | | 1 | | 5 | | | None on these Dates |
| | 10/5/99 | | 3 |
| | 10/4/99 | | 2 |
| | 10/3/99 | | 3 | | 5 |
| | 10/29/98 | | 2 | | 5 |
| List all Filings |
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