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: August 13, 2001
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(Date of earliest event reported)
Cheap Tickets, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 000-25279 99-0338363
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
1440 Kapiolani Boulevard, Honolulu, Hawaii 96814
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(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code (808) 945-7439
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Item 5. Other Events
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On August 13, 2001, the Registrant, Cendant Corporation, a Delaware
Corporation ("Cendant") and Diamondhead Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Cendant, entered into an Agreement
and Plan of Merger dated August 13, 2001 (the "Merger Agreement"), pursuant to
which Cendant will commence a cash tender offer to purchase all of the
Registrant's issued and outstanding shares of common stock, par value $.001 per
share. The purchase price is $16.50 per share.
Concurrently with the execution and delivery of the Merger Agreement,
certain stockholders of the Registrant entered into a stockholder agreement (the
"Stockholder Agreement"), whereby such stockholders agreed, among other things,
to tender their shares to Cendant. The Stockholder Agreement terminates in the
event the Merger Agreement is terminated. Holders of approximately 45% of the
outstanding shares of common stock of the Registrant have signed the Stockholder
Agreement. In addition, such stockholders entered into an agreement with the
Company to indemnify the Company under certain limited circumstances (the
"Indemnity Letter").
A copy of the Merger Agreement, the Stockholder Agreement, the Indemnity
Letter and a copy of the press release, dated August 13, 2001, relating to the
above-described transactions, are attached as exhibits to this report and are
incorporated herein by reference.
The Registrant's security holders and any potential investors in the
Registrant are advised to carefully read the tender offer statement on Schedule
TO, the solicitation/recommendation statement on Schedule 14D-9 and any other
documents the Registrant or Cendant files with the Securities and Exchange
Commission in connection with the proposed tender offer or merger when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed by the Registrant at
the SEC's website at www.sec.gov.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit 99.1. Agreement and Plan of Merger, dated August 13, 2001, by and
among Cendant Corporation, Diamondhead Acquisition Corporation
and the Registrant.
Exhibit 99.2. Stockholder Agreement, dated August 13, 2001, by and among
Cendant Corporation, Diamondhead Acquisition Corporation, the
Registrant, Michael J. Hartley, Sandra T. Hartley, the Michael
J. Hartley Revocable Trust dated December 21, 1988, as amended,
the Sandra Tatsue Hartley Revocable Trust dated December 21,
1988, as amended, and the Hartley Investments Limited
Partnership.
Exhibit 99.3. Indemnity Letter dated August 12, 2001 by and among the
Registrant and Michael J. Hartley, Sandra T. Hartley, the
Michael J. Hartley Revocable Trust dated December 21, 1988, as
amended, the Sandra Tatsue Hartley Revocable Trust dated
December 21, 1988, as amended, and the Hartley Investments
Limited Partnership.
Exhibit 99.4. Press Release dated August 13, 2001.
SIGNATURES
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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 thereunto duly authorized.
CHEAP TICKETS, INC.
By: /s/ Samuel D. Horgan
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Samuel D. Horgan
Vice President of Finance and
Chief Financial Officer
Date: August 14, 2001
EXHIBIT INDEX
Exhibit Number Description
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Exhibit 99.1. Agreement and Plan of Merger, dated August 13, 2001, by and among
Cendant Corporation, Diamondhead Acquisition Corporation and the
Registrant.
Exhibit 99.2. Form of Stockholder Agreement, dated August 13, 2001, by and
among Cendant Corporation, Diamondhead Acquisition Corporation,
the Registrant, Michael J. Hartley, Sandra T. Hartley, the
Michael J. Hartley Revocable Trust dated December 21, 1988, as
amended, the Sandra Tatsue Hartley Revocable Trust dated
December 21, 1988, as amended, and the Hartley Investments
Limited Partnership.
Exhibit 99.3. Indemnity Letter dated August 12, 2001 by and among the
Registrant and Michael J. Hartley, Sandra T. Hartley, the
Michael J. Hartley Revocable Trust dated December 21, 1988, as
amended, the Sandra Tatsue Hartley Revocable Trust dated
December 21, 1988, as amended, and the Hartley Investments
Limited Partnership.
Exhibit 99.4. Press Release dated August 13, 2001.