<Page>


                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                  -------------------

                                     SCHEDULE 14D-9
                                      (RULE 14d-101)

           SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

                                   (AMENDMENT NO. 1)

                                  -------------------

                                  TRAVELOCITY.COM INC.
                               (Name of Subject Company)

                                 TRAVELOCITY.COM INC.
                       (Name of Person(s) Filing Statement)

                      Common Stock, par value $0.001 per share
                            (Title of Class of Securities)

                                       893953-109
                         (CUSIP Number of Class of Securities)

                                  -------------------

                                   Terrell B. Jones
                        President and Chief Executive Officer
                                 Travelocity.com Inc.
                               15100 Trinity Boulevard
                               Fort Worth, Texas 76155
                                    (817) 785-8000
                   (Name, address and telephone number of person
                 authorized to receive notice and communications on
                     behalf of the person(s) filing statement)

                                     with copies to:

                                   Don M. Glendenning
                                     Toni Weinstein
                                Locke Liddell & Sapp LLP
                              2200 Ross Avenue, Suite 2200
                                  Dallas, Texas 75201
                                     (214) 740-8000

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         This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 (as amended, the "Schedule 14D-9") initially filed with the
Securities and Exchange Commission (the "Commission") on March 18, 2002 by
Travelocity.com Inc. ("Travelocity"), relating to a tender offer commenced on
March 5, 2002 by Travelocity Holdings Sub Inc., a Delaware corporation
("Sabre Sub") and an indirect wholly-owned subsidiary of Sabre Holdings
Corporation, a Delaware corporation ("Sabre"), disclosed in a Tender Offer
Statement on Schedule TO dated March 5, 2002, as amended by Amendment No. 1
thereto, dated March 18, 2002, Amendment No. 2 thereto, dated March 21, 2002,
and Amendment No. 3 thereto, dated March 26, 2002 (as amended, the "Schedule
TO"), to purchase all of the outstanding shares of Travelocity's common
stock, par value $0.001 per share (the "Shares"), at a purchase price of
$28.00 per Share, net to the seller in cash, without interest, on the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
5, 2002, as supplemented by the Supplement thereto, dated March 18, 2002, and
the related revised Letter of Transmittal (which, as may be amended or
supplemented from time to time, together constitute the "Offer").
Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Schedule 14D-9.

         The first sentence of the third paragraph of the letter to
stockholders has been clarified and is hereby amended and restated as follows:

         "The special committee and the board of directors of Travelocity,
with two directors voting for, six directors abstaining and one director
voting against, have now concluded that the revised Sabre tender offer is
adequate and, taking all factors into consideration, including the opinion of
Salomon Smith Barney that, as of the date of the opinion, based upon and
subject to the assumptions, considerations and limitations set forth in the
opinion, the Offer Price is fair, from a financial point of view, to
unaffiliated (non-Sabre) stockholders, have determined, on balance, that the
offer is fair to such stockholders."

         The first sentence of the fifth paragraph of the letter to
stockholders has been clarified and is hereby amended and restated as follows:

         "In reaching its determination that the revised offer of $28 a share
is adequate and, on balance, fair to unaffiliated (non-Sabre) stockholders,
the board of directors and the special committee considered the following
additional factors:"

ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         The first paragraph of the section entitled "Certain Other Matters
Relating to Acquisitions and Strategic Relationships" is hereby amended and
restated as follows:

         "To further Travelocity's strategic objective of increasing its
merchant model sales, Travelocity is currently engaged in discussions with
third parties concerning the acquisition of certain businesses in the travel
industry that have merchant capability.  On March 26, 2002, Travelocity
announced that it had entered into a definitive merger agreement with
Site59.com, Inc. ("Site59"), a privately held online travel vendor with
merchant hotel and vacation package capability.  Pursuant to this agreement,
Site59 became a subsidiary of  Travelocity on March 27, 2002.  In January
2002, Sabre offered to provide cash funding for this acquisition in exchange
for Shares.  Prior to Travelocity and Sabre reaching an agreement with
respect to such arrangement, Sabre announced its intent to commence the Offer
discussed above.  Sabre then offered in mid-February 2002 to provide a loan,
directly or through one of its subsidiaries, to Travelocity in an aggregate
amount of up to approximately $43 million to help Travelocity fund the
purchase price for such proposed transaction.  The loan, which was not
contingent on the success or completion of the Offer, bears interest at a
rate equal to six-month LIBOR plus 150 basis points, and is due and payable
on September 27, 2002."


                                       1
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         The summary compensation table in the section entitled "Executive
Compensation" is hereby amended and restated as follows:

                           "SUMMARY COMPENSATION TABLE

         The following Summary Compensation Table sets forth the compensation
for the fiscal year ending December31, 2001 paid to (a) Mr. Jones, who served
as Travelocity's Chief Executive Officer during the entire fiscal year ended
December 31, 2001 and (b) the other four most highly compensated executive
officers who were serving as executive officers of Travelocity on December 31,
2001 (collectively, the "Named Executive Officers"):

<Table>
<Caption>
                                                                Long-Term Compensation
                                                                -----------------------
                                                                  Awards      Payouts
                                                                ----------   ----------
                                     Annual Compensation        Securities
Name and Principal                --------------------------    Underlying     LTIP          All Other
     Position              Year   Salary($)(1)   Bonus($)(2)    Options($)   Payouts($)   Compensation($)
------------------         ----   ------------   -----------    ----------   ----------   ---------------
<S>                        <C>    <C>            <C>            <C>          <C>          <C>
Terrell B. Jones           2001    350,000        340,000         150,000       326,120(3)   26,065(4)
President and Chief        2000    288,797(5)     119,487              --       349,688(6)       --
Executive Officer

James D. Marsicano         2001    243,230        121,086          58,000        34,190(7)      371(8)
Executive Vice President   2000    181,658         70,755              --        37,172(7)       --
of Sales and Service

Andrew B. Steinberg        2001    233,200        115,602          72,900       178,059(9)    8,810(10)
Executive Vice President   2000    182,272         67,838              --       279,844(11)      --
Administration, General
Counsel and Corporate
Secretary

Ramesh K. Punwani          20012    16,000         95,116          70,000            --       2,619(12)
Chief Financial Officer    2000    158,333         61,670              --            --      30,755(13)
and Executive Vice
President

Christopher McAndrews      2001    235,224         89,855          43,900            --          --
Senior Vice President,     2000    181,060(14)     71,375(14)          --            --          --
Leisure Travel and Media
</Table>

---------

(1)    All salary information for fiscal year 2000 represents compensation
       earned after the Preview Merger in March 2000.

(2)    Represents bonus earned for services rendered during the fiscal years
       2001 and 2000. Payment for such services was made in 2002 and 2001,
       respectively, under Travelocity's incentive plan.

(3)    Represents amount payable under Sabre's 1998-2000 performance share
       program for performance shares granted in 1998. Mr. Jones has elected
       to defer payment of the entire amount.

(4)    Represents car allowance and miscellaneous expenses reimbursed to
       Mr. Jones by Travelocity, and the value of certain travel privileges
       provided by Travelocity.

(5)    Includes $35,464 of deferred compensation earned during fiscal 2000 and
       paid as a contribution to Travelocity's Supplemental Executive
       Retirement Plan on behalf of Mr. Jones.


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(6)    Represents amount payable under Sabre's 1997-1999 performance share
       program for performance shares granted in 1997.  Mr. Jones has elected
       to defer payment of the entire amount.

(7)    Represents amounts payable under Sabre's 1998-2000 and 1997-1999
       performance share programs for performance shares granted in 1998 and
       1997, respectively.

(8)    Represents the value of certain travel privileges provided by
       Travelocity.

(9)    Represents amount payable under Sabre's 1998-2000 performance share
       program for performance shares granted in 1998.  Of this amount, Mr.
       Steinberg has elected to defer payment of $115,738.

(10)   Represents car allowance and miscellaneous expenses reimbursed by
       Travelocity, and the value of certain travel privileges provided by
       Travelocity.

(11)   Represents amount payable under Sabre's 1997-1999 performance share
       program for performance shares granted in 1997.  Of this amount, Mr.
       Steinberg has elected to defer payment of $181,898.

(12)   Represents the value of certain privileges provided by Travelocity.

(13)   Represents car allowance and miscellaneous expenses reimbursed by
       Travelocity.

(14)   Includes an adjustment of $28,350 to Mr. McAndrews's compensation for
       2000 to correct an inadvertent underpayment of his compensation in
       that amount in 2000.  Additionally, the related bonus column includes
       $10,717 associated with the compensation underpayment.  These
       adjustments were paid in 2001."

       The section entitled "Securities Owned by Directors and Executive
Officers" is amended and restated as follows:

       "As of March 11, 2002, each director, the Named Executive Officers and
all directors and executive officers, as a group, owned (directly or
beneficially), or had been granted, securities or rights equivalent to the
shares indicated in the table below:

<Table>
<Caption>
                                                              Total
                                Travelocity                Travelocity   Sabre Class
                                  Common      Percentage      Equity       A Common     Percent of
Name of Beneficial Owner         Stock(1)      of Class      Stake(2)        Stock         Class
------------------------        ----------    ----------   -----------   -----------    ----------
<S>                              <C>          <C>          <C>           <C>            <C>
William J. Hannigan                    --          --             --        393,372          *
F. William Conner                  31,500          *          44,000             --         --
Paul C. Ely, Jr.                   24,500          *          33,500         30,033          *
Michael S. Gilliland                   --          --             --         66,772          *
Jeffery M. Jackson                     --          --             --        110,119          *
James J. Hornthal(3)            1,071,837         6.2      1,081,337             --         --
Glenn W. Marschel, Jr.             24,000          *          33,000         43,033          *
Kathleen Misunas                    1,000          *          26,000             --         --
Terrell B. Jones                  543,359         3.2      1,143,760             --         --
James D. Marsicano                104,904          *         286,930             --         --
Ramesh K. Punwani                  77,851          *         296,184             --         --
Andrew B. Steinberg               114,427          *         359,700             --         --
Christopher McAndrews             158,981          *         282,929             --         --
Directors and executive
  officers as a group
  (13 persons)                  2,152,359        12.5      3,587,940        643,329          *
</Table>

----------------
*    Less than 1%

(1)  A person is deemed to be the beneficial owner of securities that may be
     acquired by such person within 60 days from March 11, 2002 upon the
     exercise of options.  Each beneficial owner's percentage ownership is


                                       3
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     determined by assuming that options that are held by such person (but not
     those held by any other person) and which are exercisable within 60 days
     of March 11, 2002 have been exercised.

(2)  Represents all of the stock owned by each individual, including shares
     owned directly and beneficially, and vested and unvested stock options
     regardless of vesting period.

(3)  Includes 810,000 shares and options to purchase 235,000 shares held by
     family trusts and partnerships controlled by Mr. Hornthal for which he
     does not disclaim beneficial ownership."

ITEM 4.  THE SOLICITATION OR RECOMMENDATION.

         Item 4. (a) SOLICITATION/RECOMMENDATION has been clarified and is
hereby amended and restated as follows:

         "The Special Committee and the board of directors of Travelocity
believe that the Offer is adequate and, taking all factors into
consideration, including the opinion of Salomon Smith Barney that, as of the
date of the opinion, based upon and subject to the assumptions,
considerations and limitations set forth in the opinion, the Offer Price is
fair, from a financial point of view, to unaffiliated (non-Sabre)
stockholders, have concluded on balance that the Offer is fair to such
stockholders and recommend that holders of Shares accept the Offer and tender
their Shares to Sabre in the Offer."

         The last sentence of the initial paragraph on page 25 discussing the
events of February 21, 2002 is hereby amended and restated as follows, with
an additional sentence added immediately following it, to read as follows:

"Also discussed were certain strategic alternatives that might be available to
Travelocity, such as the possibility that another prospective acquirer for
Travelocity might be located.  The Special Committee determined, however, based
on Sabre's unwillingness to sell any of its equity interests in Travelocity or
explore the possibility of another party making an investment in Travelocity,
as stated in Mr. Hannigan's February 20 letter, that it did not appear likely
that an exploration of any such alternatives would prove to be fruitful."

         The penultimate sentence of the third paragraph on page 30 has been
clarified and is hereby amended and restated as follows:

"After a thorough discussion of the Revised Offer Terms (including the reduced
rights of Sabre to terminate or withdraw the Offer), the Special Committee
determined that the proposed $28 per Share offer price was adequate and, taking
all factors into consideration, was, on balance, fair to unaffiliated
(non-Sabre) stockholders."

         The third sentence of the fourth paragraph on page 30 has been
clarified and is hereby amended and restated as follows:

"The Special Committee then presented its report regarding Sabre's proposed
tender offer to the Travelocity board, which concluded that the proposed $28
per Share offer price was adequate and, taking all factors into consideration,
including the opinion of Salomon Smith Barney that, as of the date of the
opinion, based upon and subject to the assumptions, considerations and
limitations set forth in the opinion, the Offer Price is fair, from a financial
point of view, to unaffiliated (non-Sabre) stockholders, further concluded on
balance that the Offer was fair to such stockholders and should be recommended
to such holders."

         The following paragraph has been added as the penultimate paragraph
of Item 4(c):

         "Neither the board nor the Special Committee considered the
liquidation of Travelocity's assets because each believed that, based on
Sabre's stated desire for Travelocity to continue to conduct its business as
a subsidiary of Sabre, liquidation was not a viable course of action.
Therefore, no appraisal of liquidation values was sought for purposes of
evaluating the Offer.  Neither the board nor the Special Committee considered
the net book value of Travelocity, as each found it to be of limited
importance as it was not directly related to Travelocity's financial
performance.  The board and the Special Committee considered the going
concern value of Travelocity, as measured by the Publicly Traded Comparable
Company Analysis described below under "Summary of the Financial Analyses and
Opinion of Financial Advisor," which indicated that, based on the analyses
set forth therein, Salomon Smith Barney derived a reference range of implied
values for Travelocity between $24 and $32 per Share.  For the reasons
pertinent to those analyses discussed in the paragraph above entitled
"Financial Analyses and Opinion of


                                       4
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Salomon Smith Barney," the board and the Special Committee concluded that the
Offer Price, on balance, was fair to unaffiliated (non-Sabre) stockholders in
light of the going concern value implied by those analyses.  Neither the
board nor the Special Committee considered the purchase prices for Shares
paid by Sabre or its affiliates, or by affiliates of Travelocity, within the
past two years.  This was based on the belief that there had occurred
significant changes in market conditions over that period of time and that,
therefore, those purchase prices were of little relevance in evaluating the
Offer.  Neither the board nor the Special Committee was aware of, and
therefore did not consider, any firm offers for the merger or sale of
Travelocity, the sale or transfer of all or any substantial part of
Travelocity's assets or any purchase of the Travelocity's securities that
would result in the purchaser obtaining control Travelocity."

ITEM 8.  ADDITIONAL INFORMATION.

         The third paragraph of the section entitled "(c) Litigation" is
hereby amended and restated as follows:

         "On March 20, 2002, counsels to Travelocity and Sabre entered into a
Memorandum of Understanding with the plaintiffs to settle such lawsuits.
Under the terms of the Memorandum of Understanding, Sabre has stated its
intention to agree to an offer price of no less than $28.00 per Share and not
to object to an award of attorneys' fees and costs to counsel to the putative
plaintiff class in an amount not to exceed $1.9 million.  Under the terms of
the Memorandum of Understanding, plaintiffs have stated an intention to have
all pending stockholder litigation settled and dismissed as to plaintiffs and
the putative plaintiff class.  The settlement is subject to, among other
things, the approval of the Delaware Court of Chancery.  The Memorandum of
Understanding is incorporated by reference into this Amendment No. 1.  This
summary discussion of the Memorandum of Understanding is qualified in its
entirety by reference to the text of the Memorandum of Understanding."

ITEM 9.  EXHIBITS.

         Item 9 of the Schedule 14D-9 is hereby supplemented as follows:

Exhibit No.
-----------

Exhibit (a)(20)    Revised Letter of Transmittal(1)

Exhibit (a)(21)    Memorandum of Understanding, dated March 20, 2002(2)

Exhibit (e)(20)    Retained Services Agreement, dated as of July 1, 2001,
                   between Sabre Inc. and Travelocity.com LP(3)+

Exhibit (e)(21)    Employment letter agreement, dated January 20, 2000, between
                   Travelocity Holdings and James D. Marsicano(3)

Exhibit (e)(22)    Employment letter agreement, dated February 8, 2000, between
                   Travelocity Holdings and Ramesh K. Punwani(3)

Exhibit (e)(23)    Employment letter agreement, dated April 18, 2000, between
                   Travelocity Holdings and  Andrew B. Steinberg(3)

Exhibit (e)(24)    Employment letter agreement, dated October 25, 2001, between
                   Travelocity Holdings and Christopher McAndrews(3)

--------------------

(1)  Incorporated herein by reference to Amendment No. 1 to Schedule TO filed
     by Sabre and Sabre Sub on March 18, 2002.

(2)  Incorporated herein by reference to Amendment No. 2 to Schedule TO filed
     by Sabre and Sabre Sub on March 21, 2002.


                                       5
<Page>


(3)  Incorporated herein by reference to the Annual Report on Form 10-K for
     the year ended December 31, 2001 filed by Travelocity on March 26, 2002.

+    Portions of this exhibit have been redacted pending a confidential
     treatment request filed with the Commission.











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                                     SIGNATURE

         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.

                                 TRAVELOCITY.COM INC.

                                 By: /s/ Terrell B. Jones
                                    --------------------------------------------
                                    Name:  Terrell B. Jones
                                    Title: President and Chief Executive Officer

Dated: March 28, 2002





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