Exhibit 99.(A)(1)(D)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Cheap Tickets, Inc.
at
$16.50 Net Per Share
by
Diamondhead Acquisition Corporation
a Wholly Owned Subsidiary of
Cendant Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Banks,
Trust Companies and other Nominees:
We have been engaged by Diamondhead Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Cendant
Corporation, a Delaware corporation ("Parent"), and Parent to act as Dealer
Manager in connection with the Purchaser's offer to purchase all 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 (the
"Offer Price"), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated August 23, 2001 (the "Offer to Purchase"), 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 whom you hold Shares registered
in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated August 23, 2001;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal may
be used to tender the Shares);
3. The Letter to Stockholders from the President and Chief Executive
Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to
the Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to The Bank of New York, as Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) THERE BEING VALIDLY
TENDERED AND NOT VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
SECTION 1 OF THE OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD REPRESENT
AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE
DATE OF PURCHASE, (B) ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED, APPLICABLE TO THE
PURCHASE OF SHARES PURSUANT TO THE OFFER OR TO THE MERGER HAVING EXPIRED OR
BEEN TERMINATED AND (C) THE RECEIPT OF OTHER REQUISITE MATERIAL REGULATORY AND
ANTITRUST CLEARANCES.
We urge you to contact your clients promptly. Please note that the Offer and
withdrawal rights will expire at 12:00 midnight, New York City time, on Friday,
September 21, 2001, unless extended. The Company's board of directors has
unanimously approved and adopted the Merger Agreement (as defined herein) and
the transactions contemplated thereby and determined that the Offer and the
Merger (as defined herein) are advisable and fair to and in the best interests
of the Company and its stockholders. Accordingly, the Company's board of
directors unanimously recommends that the stockholders tender their Shares in
the Offer.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of August 23, 2001 (the "Merger Agreement"), among Parent, the Purchaser and
the Company pursuant to which, as soon as practicable following the
consummation of the Offer and the satisfaction or waiver of certain conditions,
the Purchaser will be merged with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At
the effective time of the Merger, each outstanding Share (other than Shares
owned by Parent, the Purchaser or the Company or any subsidiary of Parent or
the Company or by stockholders, if any, who are entitled to and properly
exercise appraisal rights under Delaware law) will be converted into the right
to receive the price per Share paid pursuant to the Offer in cash, without
interest thereon, as set forth in the Merger Agreement and described in the
Offer to Purchase. The Merger Agreement provides that the Purchaser may assign
any or all of its rights and obligations (including the right to purchase
Shares in the Offer) to Parent or any wholly owned subsidiary of Parent.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates
for (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase)
with respect to) such Shares, (b) a Letter of Transmittal (or a facsimile
thereof), properly completed, and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer effected pursuant to the
procedure set forth in Section 2 of the Offer to Purchase, an Agent's Message
(as defined in the Offer to Purchase), and (c) any other documents required by
the Letter of Transmittal. Accordingly, tendering shareholders 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 be paid on the purchase price of the
Shares to be paid by the Purchaser, regardless of any extension of the Offer or
any delay in making such payment.
Neither of the Purchaser or Parent will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager, as described
in the Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. You will be reimbursed by the Purchaser upon
request for customary mailing and handling expenses incurred by you in
forwarding the enclosed Offering materials to your customers.
Questions and requests for additional copies of the enclosed material may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the enclosed
Offer to Purchase.
Very truly yours,
Goldman, Sachs & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
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