-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYigkLrvB+jnPsxOEpw5jaOoiCEItZcCzp9YLiIbtUFYyrkNV7gKbZ841XzVXHuY adaeUHZd7R0S00EwlrYWpA== 0000950142-99-000267.txt : 19990407 0000950142-99-000267.hdr.sgml : 19990407 ACCESSION NUMBER: 0000950142-99-000267 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56083 FILM NUMBER: 99588293 BUSINESS ADDRESS: STREET 1: FIVE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2037053000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- PRICELINE.COM INCORPORATED (Name of Issuer) COMMON STOCK, PAR VALUE $0.008 PER SHARE (Title of Class of Securities) 741503106 (CUSIP Number) WILLIAM E. FORD C/O GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- APRIL 1, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 741503106 Page 2 of 14 Pages - --------- ------------------ 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) General Atlantic Partners, LLC 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 26,265,105 WITH 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 26,265,105 11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,265,105 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) OO 741503106 Page 3 of 14 Pages - --------- ------------------ 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) General Atlantic Partners 48, L.P. 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 26,265,105 WITH 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 26,265,105 11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,265,105 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) PN 741503106 Page 4 of 14 Pages - --------- ------------------ 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) General Atlantic Partners 50, L.P. 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 26,265,105 WITH 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 26,265,105 11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,265,105 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) PN 741503106 Page 5 of 14 Pages - --------- ------------------ 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) GAP Coinvestment Partners, L.P. 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 26,265,105 WITH 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 26,265,105 11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,265,105 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) PN 741503106 Page 6 of 14 Pages - --------- ------------------ Item 1. Security and Issuer. The title of the class of equity securities of Priceline.com Incorporated, a Delaware corporation (the "Company"), to which this statement relates is the Company's Common Stock, par value $0.008 per share (the "Common Stock"). The address of the principal executive office of the Company is Five High Ridge Park, Stamford, Connecticut 06905. Item 2. Identity and Background. This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 48, L.P., a Delaware limited partnership ("GAP 48"), General Atlantic Partners 50, L.P., a Delaware limited partnership ("GAP 50"), and GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and, collectively with GAP, GAP 48 and GAP 50, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for 741503106 Page 7 of 14 Pages - --------- ------------------ investment purposes. The general partner of each of GAP 48 and GAP 50 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, J. Michael Cline, William E. Ford, William O. Grabe, David C. Hodgson and Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members are also the general partners of GAPCO. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members is a citizen of the United States. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. Item 3. Source and Amount of Funds or Other Consideration. This statement is being filed as a result of a recent purchase of shares of Common Stock by GAPCO, as described in Item 5(c), which were acquired for the aggregate purchase price of $40,000 and the source of which was contributions from the partners of GAPCO. Item 4. Purpose of Transaction. GAPCO acquired the shares of Common Stock for investment purposes and the Reporting Persons hold shares of Common Stock for investment purposes. From time to time the Reporting Persons may acquire additional shares of Common Stock or 741503106 Page 8 of 14 Pages - --------- ------------------ dispose of some or all of the shares of Common Stock owned by them. None of the Reporting Persons have any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, GAP, GAP 48, GAP 50 and GAPCO each own of record no shares of Common Stock, 19,017,552 shares of Common Stock, 1,466,111 shares of Common Stock and 5,781,442 shares of Common Stock, respectively, or 0%, 13.4%, 1.0% and 4.1%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO, and that GAP is the general partner of GAP 48 and GAP 50, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 26,265,105 shares of Common Stock or 18.5% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 26,265,105 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Prior to the purchase of the shares of Common Stock by GAPCO as described in the following sentence, on April 1, 1999, GAP 48, GAP 50 and GAPCO owned of record 19,017,552, 1,466,111 and 5,778,942 shares, respectively, of Common Stock. Upon the closing of the Company's initial public offering on April 1, 1999, 741503106 Page 9 of 14 Pages - --------- ------------------ GAPCO purchased 2,500 shares of Common Stock that were offered in the initial public offering for $16 per share, for an aggregate purchase price of $40,000. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. As noted above, the GAP Managing Members are authorized and empowered to vote and dispose of the securities held by GAPCO, and GAP is authorized and empowered to vote and dispose of the securities held by GAP 48 and GAP 50. Accordingly, GAP and the GAP Managing Members may, from time, consult among themselves and coordinate the voting and disposition of the Company's shares of Common Stock as well as such other action taken on behalf of the Reporting Persons with respect to the Company's shares of Common Stock as they deem to be in the collective interest of the Reporting Persons. Item 7. Materials to be Filed as Exhibits. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy Attorney-In-Fact for GAP. Exhibit 3: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. 741503106 Page 10 of 14 Pages - --------- ------------------- SIGNATURES After reasonable 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. Dated as of April 6, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 50, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact EX-1 2 EXHIBIT 1 741503106 Page 11 of 14 Pages - --------- ------------------- EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: April 6, 1999 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 50, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact 741503106 Page 12 of 14 Pages - --------- ------------------- GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact EX-2 3 EXHIBIT 2 741503106 Page 13 of 14 Pages - --------- ------------------- EXHIBIT 2 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Limited Liability Company, as fully to all intents and purposes as a Managing Member might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning ------------------------- Steven A. Denning Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 EX-3 4 EXHIBIT 3 741503106 Page 14 of 14 Pages - --------- ------------------- EXHIBIT 3 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning ------------------------- Steven A. Denning Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----