SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE TO-T/A (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CHEAP TICKETS, INC. (Name of Subject Company (issuer)) Diamondhead Acquisition Corporation Cendant Corporation (Names of Filing Persons (Offerors)) -------------- Common Stock, par value $0.001 per Share (Titles of Classes of Securities) -------------- 151310 (CUSIP Number of Class of Securities) James E. Buckman, Esq. Vice Chairman and General Counsel Cendant Corporation 9 West 57th Street New York, New York 10019 (212) 413-1800 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copies to: CALCULATION OF FILING FEE -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** $406,241,791 $81,249 * Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 23,299,413 shares of common stock of Cheap Tickets, Inc. at the tender offer price of $16.50 per share of common stock. The transaction value also includes the offer price of $16.50 less $11.16, which is the average exercise price of outstanding options, multiplied by 2,652,698, the estimated number of options outstanding. The transaction value further includes the offer price of $16.50 less $11.805, which is the exercise price of outstanding warrants, multiplied by 1,626,426, the number of warrants outstanding. ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.
Kenton J. King, Esq. Eric J. Bock Skadden, Arps, Slate, Meagher & Flom LLP Senior Vice President, Law and Corporate Secretary 525 University Ave., Suite 1100 Cendant Corporation Palo Alto, California 94301 9 West 57/th/ Street (650) 470-4500 New York, New York 10019 (212) 413-1800 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ------------------------------------------------------------------ ------------- This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), as amended through the date hereof, filed initially with the Securities and Exchange Commission on August 23, 2001 by Diamondhead Acquisition Corporation (the "Purchaser"), a Delaware corporation, and Cendant Corporation ("Parent"), a Delaware corporation, relating to the third-party tender offer by the Purchaser to purchase all issued and 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 net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to
Amount Previously Paid: $81,249 Filing Diamondhead Acquisition Parties: Corporation and Cendant Corporation Form or Registration No. SC TO-T Date Filed: August 23, 2001 Purchase dated August 23, 2001 and filed as Exhibit (a)(1)(A) to the Schedule TO (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented to add to the end thereof the following: "The Offer expired at 12:00 midnight, New York City time, on Friday, October 5, 2001. Based on information provided by the Depositary to Parent, as of the expiration of the Offer, more than 90 percent of Company's issued and outstanding shares, have been tendered and not withdrawn. The Purchaser accepted for purchase and payment all shares validly tendered pursuant to the Offer. Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(1)(L) and is incorporated herein by reference." Item 12. Exhibits. Item 12 is hereby amended and supplemented to add the following exhibits: "(a)(1)(L) Press Release issued by Parent, dated October 8, 2001." SIGNATURES After due 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. DIAMONDHEAD ACQUISITION CORPORATION By: /s/ Eric J. Bock ------------------------------ Name: Eric J. Bock Title: Senior Vice President and Secretary CENDANT CORPORATION By: /s/ Eric J. Bock ------------------------------ Name: Eric J. Bock Title: Senior Vice President, Law and Corporate Secretary Dated: October 9, 2001
EXHIBIT (a)(1)(L) CENDANT CORPORATION COMPLETES TENDER OFFER FOR CHEAP TICKETS New York, NY, 10-08-2001 -- Cendant Corporation (NYSE: CD) announced today the successful completion of its cash tender offer, at $16.50 per share, for all outstanding shares of common stock of Cheap Tickets, Inc. (Nasdaq: CTIX). The tender offer expired at 12 a.m. EDT on Friday, October 5, 2001. Cendant has been advised by Mellon Investor Services LLC, the depositary for the tender offer, that as of the expiration of the tender offer more than 90 percent of Cheap Tickets' issued and outstanding shares, had been tendered and not withdrawn. All validly tendered shares have been accepted for purchase and payment in accordance with the terms of the offer. Cendant intends to complete the acquisition of Cheap Tickets through a merger on or about October 9, 2001 in which all shares of common stock not validly tendered and purchased in the tender offer will be converted into the right to receive $16.50 per share in cash, without interest. The net purchase price is approximately $280 million. Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 60,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at www.Cendant.com or by calling 877-4INFO-CD (877-446-3623). Cheap Tickets is a leading seller of discount leisure travel products, with the majority of sales derived from non-published and published airline tickets both online and off-line. Media Contact: Elliot Bloom 212-413-1832 Investor Contacts: Denise Gillen 212-413-1833 Sam Levenson: 212-413-1834