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Kong (Holdings) Limited and Hutchison Wbampoa Limited had withdrawn their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.