UNITED STATES
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
September 15, 2006
Date of Report (Date of earliest event reported)
SABRE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12175 75-2662240
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
3150 Sabre Drive
Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)
(682) 605-1000
(Registrant's telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02(d) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 15, 2006, the Board of Directors of Sabre Holdings Corporation (the
"Company") elected Christopher J. (CJ) Fraleigh and Ronald V. Waters III to the
Board. Messrs. Fraleigh and Waters are expected to be independent directors and
join the Audit Committee, Compensation Committee and Governance and Nominating
Committee. There were no arrangements or understandings between either of
Messrs. Fraleigh or Waters and any other person pursuant to which he was
selected as a director, and there are and have been no transactions, either
since the beginning of the Company's last fiscal year or that are currently
proposed, regarding either of Messrs. Fraleigh or Waters that are required to be
disclosed by Item 404(a) of Regulation S-K.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company has issued the press release attached hereto as Exhibit 99.1
discussing Messrs. Fraleigh and Waters election to the Company's Board of
Directors.
ITEM 9.01(d) FINANCIAL STATEMENTS AND EXHIBITS
Exhibit.
Exhibit Description
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99.1 News release issued by Sabre Holdings Corporation on September
21, 2006.
All of the information furnished in Items 7.01 and 9.01 of this report and the
accompanying exhibit shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not
be incorporated by reference in any filing under the Securities Act of 1933, as
amended.
SIGNATURE
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.
SABRE HOLDINGS CORPORATION
/s/ James F. Brashear
----------------------------------------
James F. Brashear
Corporate Secretary
Date: September 21, 2006