UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 13, 2007
SABRE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12175 75-2662240
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3150 Sabre Drive
Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)
(682) 605-1000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On December 12, 2006, Sabre Holdings Corporation ("Sabre Holdings") issued
a press release and filed a Form 8-K announcing that Sabre Holdings, Silver Lake
Partners and Texas Pacific Group had signed a definitive agreement under which
affiliates of Silver Lake Partners and Texas Pacific Group will acquire all of
the shares of Class A common stock of Sabre Holdings for $32.75 per share in
cash.
On February 13, 2007, the Board of Directors of Sabre Holdings approved the
scheduling of a special meeting of stockholders to vote on the proposed
acquisition of Sabre Holdings by affiliates of Silver Lake Partners and Texas
Pacific Group. The Board of Directors determined that stockholders of record at
the close of regular trading on the New York Stock Exchange on Tuesday, February
20, 2007 will be entitled to notice of the meeting and to vote on the proposal.
The Board of Directors scheduled the meeting to be held on Friday, March 23,
2007 at 10:00 a.m., Central Daylight Time, at the Dupree Theater, Irving Arts
Center, 3333 North MacArthur Blvd, Irving, Texas 75062.
Attached as Exhibit 99.1 is a news release issued by Sabre Holdings on
February 13, 2007 in which Sabre Holdings announced that it has scheduled a
special meeting of stockholders to vote on the proposed acquisition.
In accordance with General Instruction B.2 of Form 8-K, the information
included or incorporated in Item 8.01 of this report, including Exhibit 99.1, is
being furnished to the Commission and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such
filing.
About the Acquisition
In connection with the proposed merger of Sabre Holdings Corporation
("Sabre Holdings") with affiliates of Texas Pacific Group and Silver Lake
Partners, Sabre Holdings filed a preliminary proxy statement with the Securities
and Exchange Commission on January 16, 2007. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, AND THE DEFINITIVE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THE PRELIMINARY PROXY
STATEMENT CONTAINS, AND THE DEFINITIVE PROXY STATEMENT WILL CONTAIN, IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
preliminary proxy statement and the definitive proxy statement (when available)
and other documents filed by Sabre Holdings at the Securities and Exchange
Commission's Web site at http://www.sec.gov. The preliminary proxy statement and
the definitive proxy statement (when available) and such other documents may
also be obtained for free by directing such requests to the Sabre Holdings
investor relations department at 866-722-7347, or on the company's website at
www.sabre-holdings.com/investor.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits:
Exhibit No. Description
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99.1 News release issued by Sabre Holdings Corporation on February 13,
2007 regarding a special meeting of stockholders
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.
SABRE HOLDINGS CORPORATION
By: /s/ James F. Brashear
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James F. Brashear
Corporate Secretary
Dated: February 13, 2007
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 News release issued by Sabre Holdings Corporation on February 13,
2007 regarding a special meeting of stockholders