0000912057-01-533035.txt : 20011009 0000912057-01-533035.hdr.sgml : 20011009 ACCESSION NUMBER: 0000912057-01-533035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010918 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20010921 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 1742236 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a2059751z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 18, 2001 PRICELINE.COM INCORPORATED -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 800 Connecticut Avenue, Norwalk, Connecticut 06854 -------------------------------------------------------------------------------- (Address of principal office) (zip code) N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. CHEUNG KONG (HOLDINGS) LIMITED AND HUTCHISON WHAMPOA LIMITED WITHDRAW REQUEST FOR FILING A SHELF REGISTRATION STATEMENT On September 20, 2001, priceline.com Incorporated announced that Cheung Kong (Holdings) Limited and Hutchison Wbampoa Limited had withdrawn their request for filing of a shelf registration to sell shares and obtained rights to purchase up to a 37.5% stake in priceline.com. The information set forth above is qualified in its entirety by reference to the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9. REGISTRATION FD DISCLOSURE. 3rd QUARTER RE-ESTIMATION On September 18, 2001, priceline.com Incorporated, a Delaware corporation, re-estimated 3rd quarter earnings in light of the September 11, 2001 terrorist attacks. The information set forth above is qualified in its entirety by reference to the press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. EXHIBITS. 99.1 Press Release issued by priceline.com Incorporated on September 20, 2001 relating to the withdrawal of request for a shelf registration by Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited. 99.2 Press Release issued by priceline.com Incorporated on September 18, 2001 relating to the re-estimation of 3rd quarter earnings. SIGNATURES 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 hereunto duly authorized. PRICELINE.COM INCORPORATED By: /s/ Jeffery H. Boyd ------------------------- Name: Jeffery H. Boyd Title: President Date: September 21, 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by priceline.com Incorporated on September 20, 2001 relating to the withdrawal of request for a shelf registration by Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited. 99.2 Press Release issued by priceline.com Incorporated on September 18, 2001 relating to the re-estimation of 3rd quarter earnings. EX-99.1 3 a2059751zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 CHEUNG KONG AND HUTCHISON WHAMPOA REITERATE PRICELINE.COM SUPPORT COMPANIES WITHDRAW REQUEST FOR SHELF REGISTRATION TO SELL SHARES AND OBTAIN RIGHTS TO PURCHASE UP TO 37.5% STAKE IN PRICELINE.COM NORWALK, Conn., September 20, 2001 . . . Priceline.com (Nasdaq: PCLN) said today that Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited have withdrawn their request for the filing of a shelf registration that would have given the two companies the ability to sell shares of priceline.com common stock. Priceline.com also said today that its Board of Directors had approved a Cheung Kong/Hutchison request giving the companies the ability to raise their ownership stake in priceline.com from their current combined level of approximately 27 percent to 37.5 percent. In total, Cheung Kong and Hutchison own approximately 60 million shares of priceline.com common stock. EX-99.2 4 a2059751zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 PRICELINE.COM SAYS TRAVEL BOOKINGS DOWN BUT RECOVERING AFTER SEPTEMBER 11TH TERRORIST ATTACKS NORWALK, Conn., Sept. 18, 2001 . . . Priceline.com (Nasdaq: PCLN) said today that the terrorist attacks on the World Trade Center and the Pentagon have resulted in a significant decrease in the Company's forward travel bookings, driven primarily by reduced customer demand, interruptions in availability associated with anticipated schedule changes and an increase in refunds of previously booked reservations. Priceline.com said that, on September 17th and 18th, average daily new booked offers for all travel products ran at approximately 40 percent and 35 percent respectively below the levels that were booked on Monday, September l0th. Priceline.com also said that the recovery has been led by its hotel service, followed by its rental car service and then its airline service. Priceline.com said that revenues for the first two months of the 3rd quarter 2001 were approximately $245 million. "Our actual top-line results for the first two-thirds of the quarter clearly demonstrate that we were on our way to meeting our financial targets," said priceline.com Chairman and CEO Richard S. Braddock. Added Mr. Braddock, "While we experienced a significant decline in our business immediately following the terrorist attacks on September 11th, demand and sales have begun to recover gradually. Predictions as to the extent and the timing of a full recovery are still premature, but we expect our business to recover at roughly the pace of the overall travel industry. We believe priceline.com is ready and able to weather a travel slowdown. At the end of the 2nd quarter 2001, our cash balance was $165.7 million with no debt, and our turnaround activities over the past few quarters made us both profitable and cash flow-positive last quarter. All of our purchases are made after we receive a guaranteed customer purchase offer, which means we have no stockpiles of unsold inventory. Our two largest operating expenses are items which are variable based on revenue and advertising, which is adjustable. Our travel product lines are diverse, offering airline tickets, hotel rooms and rental cars, which we believe gives us the ability to accommodate customers' travel needs even if their transportation mode changes. And, while they are a minor part of our business, we also offer non-travel products, including Name Your Own Price -SM- services for mortgages, refinancing and home equity loans; long distance telephone service, and new cars." The Company and its airline suppliers have been working together to accommodate customers whose flights have been cancelled or interrupted. Priceline.com also significantly increased its telephone and e-mail support operations to assist customers. "Based on actual and expected results for the month of September, which include the significant effects of refunds and cancellations of reservations made prior to September 11th, priceline.com now anticipates 3rd quarter 2001 revenues to be between $280 million and $300 million," said Robert Mylod, priceline.com's chief financial officer. ABOUT PRICELINE.COM Priceline.com is the Name Your Own Price-SM- Internet service that offers products for sale in four categories: a travel service that offers leisure airline tickets, hotel rooms and rental cars; a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee; an automotive service that offers new cars; and a telecommunications service that offers long distance calling services. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees. In these arrangements, priceline.com generally receives royalties for licensing its intellectual property. Priceline.com also holds securities carrying the right to purchase a significant equity stake in the licensees under certain conditions. Unless those rights are exercised, the results of licensee operations will not be included in priceline.com's financial statements. ### For press information, contact: Brian Ek 203-299-8167 (brian.ek@priceline.com) INFORMATION ABOUT FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "believes," "estimates," "predicts," "potential." "targets," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company's actual results to differ materially from those described in the forward-looking statements: adverse changes in general market conditions for leisure and other travel products as the result of recent terrorist events, hostilities or other similar or related events; adverse changes in the Company's relationships with airlines and other product and service providers; systems-related failures and/or security breaches; the effects of increased competition; the Company's ability to protect its intellectual property rights; losses by the Company and its licensees; any adverse impact from negative publicity as a result of recent events and negative customer reaction to such publicity; legal and regulatory risks and the ability to attract and retain qualified personnel. For a detailed discussion of these and other factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements, please refer to the Company's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.