<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-013969
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20020408
<GROUP-MEMBERS>TRAVELOCITY HOLDINGS SUB INC.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>TRAVELOCITY COM INC
<CIK>0001104172
<ASSIGNED-SIC>6770
<IRS-NUMBER>752855112
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-58693-05
<FILM-NUMBER>02604006
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
<PHONE>8179632923
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
</MAIL-ADDRESS>
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</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3/A
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<FILM-NUMBER>02604007
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>15100 TRINITY BLVD
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<PHONE>8179632923
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<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SABRE HOLDINGS CORP
<CIK>0001020265
<ASSIGNED-SIC>7374
<IRS-NUMBER>752662240
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<BUSINESS-ADDRESS>
<STREET1>4255 AMON CARTER BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
<PHONE>8179636400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4255 AMON CARTER BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SABRE GROUP HOLDINGS INC
<DATE-CHANGED>19960801
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>a2076089zscto-ta.txt
<DESCRIPTION>SC TO-T/A
<TEXT>
<Page>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  SCHEDULE TO
                                 (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. 5--FINAL AMENDMENT)
                               ------------------

                              TRAVELOCITY.COM INC.

                       (Name of Subject Company (Issuer))
                         ------------------------------

                         TRAVELOCITY HOLDINGS SUB INC.
                           SABRE HOLDINGS CORPORATION

                      (Names of Filing Persons (Offerors))

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

                         (Title of Class of Securities)

                                   893953109

                     (CUSIP Number of Class of Securities)
                         ------------------------------

                               JAMES F. BRASHEAR
                              CORPORATE SECRETARY
                           SABRE HOLDINGS CORPORATION
                                3150 SABRE DRIVE
                             SOUTHLAKE, TEXAS 76092
                                 (682) 605-1000

      (Name, Address and Telephone Number of Person Authorized to Receive
           Notices and Communications on Behalf of the Filing Person)
                         ------------------------------

                                   COPIES TO:

                            CHARLES M. NATHAN, ESQ.
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200
                         ------------------------------

                           CALCULATION OF FILING FEE

<Table>
<Caption>
             TRANSACTION VALUATION                            AMOUNT OF FILING FEE
<S>                                              <C>
                $490,944,860(1)                                   $45,166.93(2)
</Table>

(1) The transaction value is estimated for purposes of calculating the filing
    fee only. This calculation assumes the purchase of 17,533,745 shares of
    common stock, par value $.001 per share (the "Shares"), of
    Travelocity.com Inc., at a purchase price of $28.00 per Share, net to the
    seller in cash. Such number of Shares is based on the latest information
    received from Travelocity and assumes (i) 15,017,841 Shares outstanding
    (excluding Shares already held by Sabre Holdings Corporation and its
    subsidiaries) as of January 31, 2002 and (ii) the exercise of up to
    2,515,904 options to purchase Shares, exercisable on or prior to the
    expected consummation of the tender offer.

(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of
    the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
    No. 8 of 2002 issued by the Securities and Exchange Commission on
    January 16, 2002.

/X/  Check 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.

<Table>
<S>                        <C>                    <C>            <C>
Amount Previously Paid:    $45,166.93             Filing Party:  Sabre Holdings Corporation
                                                                 Travelocity Holdings Sub Inc.
Form or Registration No.:  Schedule TO-T and      Date Filed:    March 5, 2002 ($37,101.40)
                           Schedule TO-T/A                       March 18, 2002 ($ 8,065.53)
</Table>

/ /  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

    /X/  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:  /X/

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
    This Amendment No. 5 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission ("SEC") on March 5, 2002, as amended and supplemented by
Amendment No. 1 filed with the SEC on March 18, 2002, Amendment No. 2 filed with
the SEC on March 21, 2002, Amendment No. 3 filed with the SEC on March 26, 2002,
and Amendment No. 4 filed with the SEC on March 29, 2002 (the "Schedule TO"), by
Sabre Holdings Corporation, a Delaware corporation ("Sabre"), and Travelocity
Holdings Sub Inc., a Delaware corporation and a wholly owned subsidiary of Sabre
("Purchaser"). The Schedule TO relates to the offer by Purchaser to purchase all
the outstanding shares of common stock, par value $.001 per share ("Shares"), of
Travelocity.com Inc., a Delaware corporation ("Travelocity"), at $28.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 5, 2002 (the "Offer to
Purchase"), as amended and supplemented by the Supplement thereto dated
March 18, 2002 (the "Supplement"), and in the related revised Letter of
Transmittal (which together, as they may be amended and supplemented from time
to time, constitute the "Amended Offer"). Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the Offer to
Purchase and the Supplement.

ITEMS 8, 11, AND 13.

    The Amended Offer expired at midnight, New York City time, on Friday,
April 5, 2002. Sabre estimates that 14,337,359 Shares, including guaranteed
deliveries, were tendered. The tendered Shares combined with the Shares already
owned by Sabre represent approximately 96 percent of Travelocity's Shares, on an
as-converted basis. Sabre has accepted for payment all validly tendered Shares
and will make prompt payment to the Depositary for the accepted shares. The full
text of the press release issued by Sabre announcing completion of the Amended
Offer is attached as Exhibit (a)(1)(xvi) hereto and incorporated by reference
herein.

ITEM 12. EXHIBITS.

    Item 12 of the Schedule TO is hereby amended by adding the following
thereto:

<Table>
<S>                     <C>
(a)(1)(xvi)             Press Release issued by Sabre dated April 8, 2002.
</Table>
<Page>
                                   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.

<Table>
<S>                                                    <C>  <C>
                                                       TRAVELOCITY HOLDINGS SUB INC.

                                                       By:  /s/ JAMES F. BRASHEAR
                                                            -----------------------------------------
                                                            Name: James F. Brashear
                                                            Title:  Corporate Secretary

                                                       SABRE HOLDINGS CORPORATION

                                                       By:  /s/ JAMES F. BRASHEAR
                                                            -----------------------------------------
                                                            Name: James F. Brashear
                                                            Title:  Corporate Secretary
</Table>

Dated: April 8, 2002
<Page>
                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT                                         DESCRIPTION
-------                 ------------------------------------------------------------
<S>                     <C>
(a)(1)(xvi)             Press Release issued by Sabre dated April 8, 2002.
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2076089zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>
                                                                     FINAL DRAFT

                                                                    NEWS RELEASE

<Table>
<Caption>
                                                   MEDIA CONTACTS            INVESTOR RELATIONS
                                                   --------------            ------------------
                                                   <S>                       <C>
                                                   Sabre:                    Sabre:
                                                   Michael Berman            Karen Fugate
                                                   682-605-2397              682-605-2343
</Table>

      SABRE COMPLETES TENDER OFFER FOR TRAVELOCITY.COM OUTSTANDING SHARES

    SOUTHLAKE, Texas, April 8, 2002--Sabre Holdings Corporation (NYSE: TSG)
today announced the successful completion of its cash tender offer at $28.00 per
share for the outstanding publicly held shares of Travelocity.com Inc. (Nasdaq:
TVLY) common stock that Sabre did not own.

    The offer expired at midnight, New York City time, on Friday, April 5. Sabre
estimates that 14,337,359 shares of Travelocity common stock, including
guaranteed deliveries, were tendered. The tendered shares combined with the
Travelocity stock already owned by Sabre represent approximately 96 percent of
Travelocity's outstanding common stock, on an as-converted basis. Sabre has
accepted for payment all validly tendered shares and will make prompt payment to
the depositary for the accepted shares.

    Sabre expects to complete a "short-form" merger in which Travelocity will
become a wholly owned Sabre company. In the merger, each share of Travelocity
common stock that was not tendered, other than shares owned by Sabre and
stockholders validly exercising appraisal rights under Delaware law, will be
converted into a right to receive $28.00 in cash without interest. Completion of
the merger is expected on April 11.

ABOUT SABRE

    Sabre is the leading provider of technology, distribution and marketing
services for the travel industry. Headquartered in Southlake, located in the
Dallas-Fort Worth Metroplex, the company has approximately 5,500 employees in 45
countries. Sabre reported 2001 revenues of $2.1 billion. With the completion of
the tender offer, Sabre owns Travelocity.com, the most popular travel site on
the web; and GetThere, the world's leading provider of Web-based travel
reservation systems for corporations and travel suppliers. Sabre is an S&P 500
company, traded on the New York Stock Exchange (NYSE: TSG). More information on
Sabre is available on the World Wide Web at http://www.sabre.com.

                                       2

</TEXT>
</DOCUMENT>
</SUBMISSION>
