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
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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.
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MARCH 5, 2002
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase, dated March 5,
2002 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Travelocity Holdings Sub Inc., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Sabre Holdings Corporation, a Delaware corporation ("Sabre"), 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.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF THE SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Offer to Purchase. Your attention
is directed to 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validly tendered and not withdrawn a sufficient number of Shares such that,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.
The Offer is being made only by the Offer to Purchase and the related Letter
of Transmittal and any amendments or supplements thereto, and is being made to
all holders of the Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction where the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXXXXXX.XXX INC.
BY
TRAVELOCITY HOLDINGS SUB INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SABRE HOLDINGS CORPORATION
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated March 5, 2002, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Travelocity Holdings Sub Inc., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Sabre Holdings Corporation, a Delaware corporation ("Sabre"), 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.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or, if no number is indicated below, all Shares) which are held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the offer.
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Number of Shares to be Tendered* --------------- SIGN HERE
Account No.: ----------------------------------- Signature(s):
Dated: ----------------------------------------
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Print Name(s):
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Address(es):
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Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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