8-K 1 a5292367.txt SABRE HOLDINGS CORPORATION, 8-K 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 Date of report (Date of earliest event reported): December 12, 2006 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)) -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure. On December 12, 2006, Sabre Holdings Corporation ("Sabre Holdings") issued a press release announcing that Sabre Holdings, Silver Lake Partners and Texas Pacific Group signed a definitive agreement under which Silver Lake Partners and Texas Pacific Group will acquire the Class A common stock of Sabre Holdings for $32.75 per share in cash. A copy of the press release is attached hereto as Exhibit 99.1. Attached as Exhibit 99.2 are scripted Questions and Answers (Q&A) dated December 12, 2006, to be used by Sabre Holdings Corporation when discussing this development with representatives of the financial community. In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in Item 7.01 of this report, including Exhibits 99.1 and 99.2, is being furnished to the Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. In connection with the proposed merger, Sabre Holdings will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the 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 proxy statement 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. Sabre Holdings and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding the interests of such directors and executive officers is included in Sabre Holdings Proxy Statement for its 2006 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 4, 2006, and information concerning all of Sabre Holdings participants in the solicitation will be included in the proxy statement relating to the proposed merger when it becomes available. Each of these documents is, or will be, available free of charge at the Securities and Exchange Commission's Web site at www.sec.gov and from 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 ------------- ---------------------------------------------------------------- 99.1 Press release dated December 12, 2006, announcing an agreement by Silver Lake Partners and Texas Pacific Group to acquire Sabre Holdings Corporation. 99.2 Scripted Questions and Answers (Q&A) dated December 12, 2006, to be used by Sabre Holdings Corporation when discussing this development with representatives of the financial community. 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 -------------------------- James F. Brashear Corporate Secretary Dated: December 12, 2006 INDEX TO EXHIBITS Exhibit No. Description -------------- -------------------------------------------------------------- 99.1 Press release dated December 12, 2006, announcing an agreement by Silver Lake Partners and Texas Pacific Group to acquire Sabre Holdings Corporation. 99.2 Scripted Questions and Answers (Q&A) dated December 12, 2006, to be used by Sabre Holdings Corporation when discussing this development with representatives of the financial community.

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

May 16, 2006

Date of Report (Date of earliest event reported)

SABRE HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-12175		75-2662240
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

3150 Sabre Drive

Southlake, Texas 76092

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (682) 605-1000

Not applicable

(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 (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02(b) DEPARTURE OF DIRECTOR

Mr. Paul C. Ely, Jr. retired from the Board of Directors of Sabre Holdings Corporation (the “Company”) upon the expiration of his term at the Company’s Annual Meeting of Stockholders on May 16, 2006. Mr. Ely had served as an independent director of the Company since January 1997, and as the Company’s non-executive chairman of the board from December 2003 until December 2004.

ITEM 7.01. REGULATION FD DISCLOSURE

The Company has issued the press release attached hereto as Exhibit 99.1 discussing Mr. Ely’s retirement from the Company’s Board of Directors.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit.

Exhibit		Description
99.1		News release issued by Sabre Holdings Corporation on May 16, 2006.

All of the information furnished in Items 7.01 and 9.01 of this report and the accompanying exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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.

Date: May 16, 2006	SABRE HOLDINGS CORPORATION
	By:	/s/ JAMES F. BRASHEAR
		James F. Brashear
		Corporate Secretary

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