Preview Travel Inc – ‘8-A12B/A’ on 10/12/99

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment to Registration of a Class of Securities    10     36K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      2      9K 

8-A12B/A   —   Amendment to Registration of a Class of Securities
Document Table of Contents

8-A12B/A
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--------------------------------------------------------  

SECURITIES AND EXCHANGE COMMISSION      

WASHINGTON, D.C. 20549      
---------     
FORM 8-A/A      

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES       
PURSUANT TO SECTION 12(b) OR 12(g) OF THE       
SECURITIES EXCHANGE ACT OF 1934       

AMENDMENT NO. 1       
---------       
Preview Travel, Inc.      
(Exact name of Registrant as specified in its charter)      

   Delaware                       94-2965892
(State of incorporation              (I.R.S. Employer     
  or organization)              Identification Number)
747 Front Street                                  
San Francisco, California                  94111          
(Address of principal executive office)        (Zip Code)             

Securities to be registered pursuant to Section 12(b) of the Act:               

    Title of each class           Name of each exchange on which
    to be so registered           each class is to be registered

None                               None 

Securities to be registered pursuant to Section 12(g) of the Act:               

Preferred Share Purchase Rights 
----------------------------------------------------
(Title of Class)  

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Item 1.  Description of Securities to be Registered                             

Preview Travel, Inc., a Delaware corporation (the "registrant" or     
the "Company"), 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 the Company       
will be merged with and into Travelocity.com, with Travelocity.com as the       
surviving entity (the "Merger").                                                

In connection with the Merger Agreement, the Company entered into     
the First Amendment (the "Rights Amendment") to the Preferred Shares            
Rights Agreement, dated as of October 29, 1998 (the "Rights Agreement"),        
between Preview and U.S. Stock Transfer Corporation, as rights agent (the       
"Rights Agent"), in order to render the rights issued thereunder                
inapplicable to the Merger Agreement and the transactions contemplated          
thereby.  The Rights Amendment provides that none of Sabre or its wholly-       
owned subsidiaries (including Travelocity Holdings and Travelocity.com)         
shall be or become an "Acquiring Person" solely as a result of entering         
into the Merger Agreement or the voting agreements between Sabre and            
certain shareholders of the Company.  The Rights Amendment also provides        
that no "Distribution Date" or "Stock Acquisition Date" shall occur, and        
no Rights shall be exercisable pursuant to the Rights Agreement solely as       
a result of the Merger Agreement or the consummation of the transactions        
contemplated thereby.                                                           

A summary of Preview's Preferred Share Purchase Rights is set forth   
below.                                                                          
Summary of Rights       

Effective as of October 28, 1998 the Company declared a dividend of   
one preferred share purchase right (a "Right") for each outstanding share       
of Common Stock, $0.001 par value (the "Common Shares"), of the Company.        
The dividend was payable on November 12, 1998 (the "Record Date") to            
stockholders of record as of the close of business on that date.  Each          
Right entitles the registered holder to purchase from the Company one           
one-thousandth of a share of Series A Participating Preferred Stock,            
$0.001 par value, of the Company (the "Preferred Shares"), subject to           
adjustment, at a price of $100.00 per one-thousandth of a preferred             
share, subject to adjustment (the "Purchase Price").  The description and       
terms of the Rights are set forth in the Rights Agreement.                      

The following is a general description only and is subject to the     
detailed terms and conditions of the Rights Agreement.  A copy of the           
Rights Agreement, including the Certificate of Designations, the form of        
Rights Certificate and the Summary of Rights to be provided to                  
stockholders of the Company, is attached as Exhibit 2 to this                   
Registration Statement and is incorporated herein by reference.                 

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RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES                                   

The Rights will not be exercisable until the Distribution Date        
(defined below).  Accordingly, Common Share certificates outstanding on         
the Record Date will evidence the Rights related thereto, and Common            
Share certificates issued after the Record Date will contain a notation         
incorporating the Rights Agreement by reference.  Until the Distribution        
Date (or earlier redemption, exchange or expiration of the Rights), the         
surrender or transfer of the Summary of Rights being attached thereto,          
will also constitute the transfer of the Rights associated with the             
Common Shares represented by such certificate.                                  

DISTRIBUTION DATE                                                               

The Rights will separate from the Common Shares, certificates for     
the rights ("Rights Certificates") will be issued and the Rights will           
become exercisable upon the earlier of: (i) the close of business on the        
tenth day (or such later date as may be determined by a majority of the         
Board of Directors) following a public announcement that a person or            
group of affiliated or associated persons has acquired, or obtained the         
right to acquire, beneficial ownership of 20% or more of the outstanding        
Common Shares (an "Acquiring Person") or (ii) the close of business on          
the tenth day (or such later date as may be determined by a majority of         
the Board of Directors) following the commencement of a tender offer or         
exchange offer, the consummation of which would result in the beneficial        
ownership by a person or group of 20% or more of the outstanding Common         
Shares.  The earlier of such dates is referred to as the "Distribution          
Date."                                                                          

ISSUANCE OF RIGHTS CERTIFICATES, EXPIRATION OF RIGHTS                           

As soon as practicable following the Distribution Date, separate      
Rights Certificates will be mailed to holders of record of the Common           
Shares as of the close of business on the Distribution Date and such            
separate Rights Certificates alone will evidence the Rights from and            
after the Distribution Date.  Unless otherwise determined by the Board of       
Directors, all Common Shares issued prior to the Distribution Date will         
be issued with Rights.  Common Shares issued after the Distribution Date        
may be issued with Rights if such shares are issued (i) upon the                
exercise, conversion or exchange of securities issued after adoption of         
the Rights Agreement or (ii) pursuant to the exercise of stock options or       
under any employee benefit plan or arrangement.  Except as otherwise            
determined by the Board of Directors, no other Common Shares issued after       
the Distribution Date will be issued with Rights.  In addition, no Common       

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Shares issued after the Distribution Date will be issued with Rights if         
such issuance would result in (or create a significant risk) (i) of             
material adverse tax consequences to the Company or the person to whom          
such Rights Certificate would be issued or (ii) that such options or            
plans would not qualify for otherwise available special tax treatment.          
The Rights will expire on October 28, 2008 (the "Final Expiration Date"),       
unless the Final Expiration Date is extended or unless the Rights are           
earlier redeemed or exchanged by the Company or expire upon consummation        
of certain mergers, consolidations or sales of assets, as described             
below.                                                                          

INITIAL EXERCISE OF THE RIGHTS                                                  

Following the Distribution Date, and until the occurrence of one of   
the subsequent events described below, holders of the Rights will be            
entitled to receive, upon exercise and the payment of $100.00 (the              
"Purchase Price") per Right, one one-thousandth of a Preferred Share.           

EXCHANGE PROVISION                                                              

At any time after an Acquiring Person has become such and prior to    
the Acquiring Person beneficially owning 50% or more of the outstanding         
Common Shares, the Board of Directors may exchange the Rights (other than       
Rights owned by the Acquiring Person or its affiliates), in whole or in         
part, at an exchange ratio of one Common Share per Right (subject to            
adjustment).                                                                    

RIGHT TO BUY COMMON SHARES AT HALF PRICE                                        

Unless the Rights are earlier redeemed or exchanged, in the event     
that an Acquiring Person becomes such, other than pursuant to a tender          
offer which is made for all of the outstanding Common Shares and approved       
by a majority of the Board of Directors after determining that the offer        
is both adequate and otherwise in the best interests of the Company and         
its stockholders (a "Permitted Offer"), then proper provision will be           
made so that each holder of a Right which has not theretofore been              
exercised (other than Rights beneficially owned by the Acquiring Person,        
which will thereafter be void) will thereafter have the right to receive,       
upon exercise of a Right, a number of Common Shares having a then current       
value equal to two times the Purchase Price.  In the event that the             
Company does not have a sufficient number of Common Shares available, or        
the Board of Directors decides that such action is necessary or                 
appropriate and not contrary to the interests of Rights holders, the            
Company may, among other things, instead substitute cash, assets or other       
securities for the Common Shares into which the Rights would have               
otherwise been exercisable.                                                     

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RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE                              

Similarly, unless the Rights are earlier redeemed or exchanged, in    
the event that, after the Shares Acquisition Date (as defined below),           
(i) the Company consolidates with or merges into another entity,                
(ii) another entity consolidates with or merges into the Company or             
(iii) the Company sells or otherwise transfers 50% or more of its               
consolidated assets or earning power, proper provision must be made so          
that each holder of a Right which has not theretofore been exercised            
(other than Rights beneficially owned by the Acquiring Person, which will       
thereafter be void) will thereafter have the right to receive, upon             
exercise, a number of shares of common stock of the acquiring company           
having a then current value equal to two times the Purchase Price (unless       
the transaction satisfies certain conditions and is consummated with a          
person who acquired shares pursuant to a Permitted Offer, in which case         
the Rights will expire).                                                        

ADJUSTMENTS TO PREVENT DILUTION                                                 

The Purchase Price payable, the number of Rights and the number of    
Preferred Shares, Common Shares or other securities or property issuable        
upon exercise of the Rights are subject to adjustment from time to time         
to prevent dilution as set forth in the Rights Agreement.  With certain         
exceptions, no adjustment in the Purchase Price will be required until          
cumulative adjustments require an adjustment of at least 1% in such             
Purchase Price.                                                                 

RIGHTS AND PREFERENCES OF THE PREFERRED SHARES                                  

Preferred Shares purchasable upon exercise of the Rights will not     
be redeemable.  Each Preferred Share will be entitled to an aggregate           
dividend of 1,000 times the dividend declared per Common Share.  In the         
event of liquidation, the holders of the Preferred Shares will be               
entitled to a preferential liquidation payment equal to accrued but             
unpaid dividends plus the greater of $1,000 per share or 1,000 times the        
aggregate per share amount to be distributed to the holders of Common           
Shares.  Each Preferred Share will have 1,000 votes, voting together with       
the holders of Common Shares, except as required by law or the                  
Certificate of Determination of Rights, Preferences and Privileges of           
Series A Participating Preferred Stock.  In the event of any merger,            
consolidation or other transaction in which Common Shares are changed or        
exchanged, each Preferred Share will be entitled to receive 1,000 times         
the amount received per Common Share.  The rights are protected by              

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customary anti-dilution provisions.  Because of the nature of the               
dividend, liquidation and voting rights of the Preferred Shares, the            
value of the one one-thousandth interest in a Preferred Share purchasable       
upon exercise of each Right should approximate the value of one Common          
Share.                                                                          

REDEMPTION                                                                      

At any time prior to the close of business on the earlier of          
(i) the tenth day following the date (the "Shares Acquisition Date") of         
public announcement that an Acquiring Person has become such or such            
later date as may be determined by a majority of the Board of Directors         
and publicly announced by the Company or (ii) the Final Expiration Date         
of the Rights, the Company may redeem the Rights in whole, but not in           
part, at a price of $0.01 per Right ("Redemption Price").                       

NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE                                       

Until a Right is exercised, the holder thereof, as such, will have    
no rights as a stockholder of the Company (other than any rights                
resulting from such holder's ownership of Common Shares), including,            
without limitation, the right to vote or to receive dividends.                  

AMENDMENT OF RIGHTS AGREEMENT                                                   

The provisions of the Rights Agreement may be supplemented or         
amended by the Board of Directors in any manner prior to the Distribution       
Date without the approval of Rights holders.  After the Distribution            
Date, the provisions of the Rights Agreement may be supplemented or             
amended by the Board of Directors in order to (i) cure any ambiguity,           
defect or inconsistency, (ii) to make changes which are deemed necessary        
or advisable and do not adversely affect the interests of holders of            
Rights (excluding the interests of any Acquiring Person), or (iii) to           
shorten or lengthen any time period under the Rights Agreement; provided,       
however, that no amendment to lengthen (A) the time period governing            
redemption shall be made at such time as the Rights are not redeemable,         
or (B) any other period unless for the purpose of protecting, enhancing         
or clarifying the rights of, and/or benefits to, the holders of Rights.         

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

The Rights approved by the Board of Directors are designed to         
protect and maximize the value of the outstanding equity interests in the       
Company in the event of an unsolicited attempt by an acquiror to take           
over the Company, in a manner or on terms not approved by the Board of          
Directors.  Takeover attempts frequently include coercive tactics to            
deprive a corporation's Board of Directors and its stockholders of any          
real opportunity to determine the destiny of the corporation.  The Rights       
have been declared by the Board of Directors in order to deter such             
tactics, including a gradual accumulation of shares in the open market of       

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a 20% or greater position to be followed by a merger or a partial or two-       
tier tender offer that does not treat all stockholders equally.  These          
tactics unfairly pressure stockholders, squeeze them out of their               
investment without giving them any real choice and deprive them of the          
full value of their shares.                                                     

The Rights are not intended to prevent a takeover of the Company      
and will not do so.  The Rights are not exercisable in the event of a           
Permitted Offer, as described above.  The Rights may be redeemed by the         
Company at $0.01 per Right within ten days (or such later date as may be        
determined by a majority of the Board of Directors) after the                   
accumulation of 20% or more of the Company's outstanding Common Shares by       
a single acquiror or group.  Accordingly, the Rights should not preclude        
any merger or business combination approved by the Board of Directors.          
Issuance of the Rights does not in any way weaken the financial strength        
of the Company or interfere with its business plans.  The issuance of the       
Rights has no immediate dilutive effect, will not affect reported               
earnings per share, should not be taxable to the Company or to its              
stockholders and will not change the way in which the Company's shares          
are presently traded.  The Company's Board of Directors believes that the       
Rights represent a sound and reasonable means of addressing the complex         
issues of corporate policy created by the current takeover environment.         
However, the Rights may have the effect of rendering more difficult or          
discouraging an acquisition of the Company deemed undesirable by the            
Board of Directors.  The Rights may cause substantial dilution to a             
person or group that attempts to acquire the Company on terms or in a           
manner not approved by the Board of Directors, except pursuant to an            
offer conditioned upon the negation, purchase or redemption of the              
Rights.                                                                         

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Item 2.  Exhibits                                                               

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.
    (incorporated by reference to Exhibit No. 2.1 to the
        Registrant's Current Report on Form 8-K filed October 6,
1999).                                          

2.      Preferred Shares Rights Agreement, dated as of October  
     29, 1998, between Preview Travel, Inc. and U.S. Stock
  Transfer Corporation, including the Certificate of
    Designations, the form of Rights Certificate and the
       Summary of Rights attached thereto as Exhibits A, B and
         C, respectively (incorporated by reference to Exhibit No.
        1 to the Registrant's Registration Statement on Form 8-A
filed on October 30, 1998).                     

3.      First Amendment to the Rights Agreement, dated as of    
         October 12, 1999, by and between Preview Travel, Inc. and
 U.S. Stock Transfer Corporation, as rights agent.

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SIGNATURE       

Pursuant to the requirements of Section 12 of the Securities          
Exchange Act of 1934, the Registrant has duly caused this amendment to be       
signed on its behalf by the undersigned, thereunto duly authorized.             

              PREVIEW TRAVEL, INC.

                 By:/s/ Leonard R. Stein
                                      --------------------------------------
                          Name:   Leonard R. Stein
                                   Title:  Senior Vice President and
                                     General Counsel

Dated:  October 12, 1999                                                        

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EXHIBIT INDEX       

Exhibit No.                       Description                               

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.         
(incorporated by reference to Exhibit No. 2.1 to the  
  Registrant's Current Report on Form 8-K filed October 6,
1999).                                                

2.       Preferred Shares Rights Agreement, dated as of October 29,     
    1998, between Preview Travel, Inc. and U.S. Stock Transfer
 Corporation, including the Certificate of Designations,
  the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively 
(incorporated by reference to Exhibit No. 1 to the    
  Registrant's Registration Statement on Form 8-A filed on
October 30, 1998).                                    

3.       First Amendment to the Rights Agreement, dated as of           
   October 12, 1999, by and between Preview Travel, Inc. and
U.S. Stock Transfer Corporation, as rights agent.     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		10/28/08		4
Filed on:		10/12/99		8		10
		10/6/99		8		10			8-K
		10/3/99		2		10
		11/12/98		2
		10/30/98		8		10			8-A12G
		10/29/98		2		10
		10/28/98		2
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