OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
PAR VALUE $.001 PER SHARE
OF
XXXXXXXXXXX.XXX INC.
AT
$23.00 NET PER SHARE
BY
TRAVELOCITY HOLDINGS SUB INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SABRE HOLDINGS CORPORATION
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 5, 2002, WHICH DATE MAY BE EXTENDED.
--------------------------------------------------------------------------------
MARCH 5, 2002
TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:
We have been engaged by Travelocity Holdings Sub Inc., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Sabre
Holdings Corporation, a Delaware corporation ("Sabre"), to act as Information
Agent in connection with Purchaser's offer to purchase all outstanding shares of
common stock, par value $.001 per share (the "Shares"), of
Xxxxxxxxxxx.xxx Inc., a Delaware corporation ("Travelocity"), at $23.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 5, 2002, and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
registered in your name or in the name of your nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. The Offer to Purchase, dated March 5, 2002.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed prior to the Expiration Date (as defined in the
Offer to Purchase).
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to the Depositary (as defined below).
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, APRIL 5, 2002, WHICH DATE MAY BE EXTENDED.
Please note the following:
1. The tender price is $23.00 per Share, net to the seller in cash
without interest.
2. The Offer is being made for all outstanding Shares.
3. THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE
TRAVELOCITY BOARD OF DIRECTORS.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, APRIL 5, 2002, WHICH DATE MAY BE EXTENDED.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn a sufficient number of Shares such that,
after the Shares are purchased pursuant to the Offer, Sabre and its
subsidiaries would own at least 90% of the Shares on an as-converted basis.
The Offer is also subject to the other conditions set forth in the Offer to
Purchase. See Sections 1 and 11 of the Offer to Purchase.
6. Tendering holders of Shares ("Holders") whose Shares are registered
in their own name and who tender directly to The Bank of New York, as
depositary (the "Depositary"), will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant
to the Offer. However, federal income tax backup withholding at a rate of
30% may be required, unless an exemption is available or unless the required
tax identification information is provided. See Instruction 8 of the Letter
of Transmittal.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) certificates evidencing such
Shares (or a confirmation of a book-entry transfer of such Shares (a
"Book-Entry Confirmation") with respect to such Shares) into the
Depositary's account at The Depository Trust Company, (b) a Letter of
Transmittal (or facsimile thereof) properly completed and duly executed,
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in Section 3 to the Offer to
Purchase) in lieu of the Letter of Transmittal) and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering Holders may be
paid at different times depending upon when certificates for Shares or
Book-Entry Confirmations with respect to Shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF
THE TENDERED SHARES BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
In order to take advantage of the Offer, certificates for all tendered
Shares in proper form for transfer (or a Book-Entry Confirmation with respect to
all such shares), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message in lieu of the Letter
of Transmittal), and any required documents must be received by the Depositary,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
Any Holder who desires to tender Shares and whose certificates for Shares
are not immediately available, or who cannot comply with the procedures for
book-entry transfer on a timely basis, or who cannot deliver all required
documents to the Depositary prior to the Expiration Date, may tender such Shares
by following the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.
2
Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Depositary and the Information Agent as described in the Offer to Purchase).
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any transfer taxes with
respect to the transfer and sale of purchased Shares to it or its order pursuant
to the Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Questions and requests for additional copies of the enclosed material may be
directed to X.X. Xxxx & Co., Inc., the Information Agent for the Offer, at X.X.
Xxxx & Co., Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or call toll-free
at (000) 000-0000.
Very truly yours,
X.X. Xxxx & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT
OF SABRE, PURCHASER, TRAVELOCITY, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY
AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
3
