SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
CHEAP TICKETS, INC.
(Name of Subject Company (issuer))
Diamondhead Acquisition Corporation
Cendant Corporation
(Names of Filing Persons (Offerors))
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Common Stock, par value $0.001 per Share
(Titles of Classes of Securities)
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151310
(CUSIP Number of Class of Securities)
James E. Buckman, Esq.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of
the filing person)
Copies to:
Kenton J. King, Esq. Eric J. Bock
Skadden, Arps, Slate, Meagher & Flom LLP Senior Vice President, Law and Corporate Secretary
525 University Ave., Suite 1100 Cendant Corporation
Palo Alto, California 94301 9 West 57th Street
(650) 470-4500 New York, New York 10019
(212) 413-1800
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$406,241,791 $81,249
* Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of 23,299,413 shares of common
stock of Cheap Tickets, Inc. at the tender offer price of $16.50
per share of common stock. The transaction value also includes the
offer price of $16.50 less $11.16, which is the average exercise
price of outstanding options, multiplied by 2,652,698, the
estimated number of options outstanding. The transaction value
further includes the offer price of $16.50 less $11.805, which is
the exercise price of outstanding warrants, multiplied by
1,626,426, the number of warrants outstanding.
** The amount of the filing fee, calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50 of 1% of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $81,249 Filing Parties: Diamondhead Acquisition Corporation and
Cendant Corporation
Form or Registration No. SC TO-T Date Filed: August 24, 2001
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer:
[-]
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This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO, as amended through the date hereof
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on August 24, 2001 by Diamondhead Acquisition Corporation (the
"Purchaser"), a Delaware corporation, and Cendant Corporation ("Parent"), a
Delaware corporation, relating to the third-party tender offer by the
Purchaser to purchase all issued and outstanding shares of common stock,
par value $0.001 per share (the "Shares"), of Cheap Tickets, Inc., a
Delaware corporation (the "Company"), at $16.50 per share net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 23, 2001 and filed as Exhibit (a)(1)(A) to
the Schedule TO (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments
or supplements thereto, collectively constitute the "Offer"). Capitalized
terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to
add to the end thereof the following:
"On September 4, 2001, Parent issued a press release announcing
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, relating to the proposed acquisition of Cheap
Tickets, Inc., has expired. A copy of the press release is attached hereto
as Exhibit (a)(1)(K) and is incorporated herein by reference."
Item 12. Exhibits.
Item 12 is hereby amended and supplemented to add the following
exhibit: "(a)(1)(K) Press Release issued by Parent, dated September 4,
2001."
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DIAMONDHEAD ACQUISITION CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President and
Secretary
Dated: September 4, 2001.
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
CENDANT CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President, Law and
Corporate Secretary
Dated: September 4, 2001.
CENDANT CORPORATION ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
INVOLVING ITS ACQUISITION OF CHEAP TICKETS, INC.
New York, NY 09-04-2001 -- Cendant Corporation (NYSE: CD) today announced
that the Hart-Scott-Rodino waiting period relating to its proposed
acquisition of Cheap Tickets, Inc. (Nasdaq: CTIX) has expired. As
previously announced, Cendant's tender offer for Cheap Tickets currently is
scheduled to expire at 12:00 midnight, New York City time, on Friday,
September 21, 2001.
About Cendant Corporation. Cendant Corporation is primarily a provider of
travel and residential real estate services. With approximately 57,000
employees, New York City-based Cendant provides these services to
businesses and consumers in over 100 countries.
More information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at
www.Cendant.com or by calling 877-4INFO-CD (877-446-3623).
About Cheap Tickets, Inc. Cheap Tickets is a leading seller of discount
leisure travel products, with the majority of sales derived from
non-published and published airline tickets both on-line and off-line.
Cheap Tickets is one of the leading on-line travel agencies, with over 3
million unique visitors per month. On average, Cheap Tickets sells one
ticket every 10.5 seconds. For 2001, Cheap Tickets expects its annual gross
travel bookings to exceed $800 million, and to generate in excess of 8
million Global Distribution System (GDS) segments through 2.6 million
transactions. The company was founded in 1986 as a traditional travel
agency, and since launching its Web site in October 1997, Cheap Tickets has
been successful in deriving approximately 40 percent of its gross travel
bookings from its Internet channel.
Statements in this release which are not historical facts or information
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
current expectations and the current economic environment. Cendant and
Cheap Tickets caution that these statements are not guarantees of future
performance. Actual results may differ materially from those expressed or
implied in the forward-looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements are specified in Cendant's Form
10-K/A for the year ended December 31, 2000, Form 10-Q for the quarter
ended March 31, 2001 and subsequently filed periodic reports, and in Cheap
Tickets' Form 10-K for the fiscal year ended December 31, 2000, Form 10-Q
for the fiscal quarter ended March 31, 2001 and subsequently filed periodic
reports, if any. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities of Cheap Tickets. The tender
offer is being made pursuant to a tender offer statement and related
materials.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, because they contain
important information. The tender offer statement will be filed by Cendant
with the Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement will be filed by Cheap Tickets with
the SEC. Investors and security holders may obtain a free copy of these
statements and other documents filed by Cendant and Cheap Tickets at the
SEC's Web site at www.sec.gov The tender offer statement and related
materials may be obtained for free by directing such requests to Georgeson
Shareholder Communication Inc., 17 State Street, 10th Floor, New York, New
York 10004, or by calling toll free (800) 223-2064.
Cendant Media Contact:
Elliot Bloom
212-413-1832
Cheap Tickets Media Contact:
Dawn Soper Lyon
808-945-7439 ext. 7347
Cendant Investor Contacts:
Denise Gillen
212-413-1833
Sam Levenson
212-413-1834
Cheap Tickets Investor Contact:
MKR Group for Cheap Tickets
Todd Kehrli
310-314-3800