SC 13G/A

0000950123-08-001603.txt : 20080214 0000950123-08-001603.hdr.sgml : 20080214 20080213191117 ACCESSION NUMBER: 0000950123-08-001603 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: PAR CAPITAL MANAGEMENT INC GROUP MEMBERS: PAR GROUP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orbitz Worldwide, Inc. CENTRAL INDEX KEY: 0001394159 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 205337455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83537 FILM NUMBER: 08607196 BUSINESS ADDRESS: STREET 1: 500 W. MADISON STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-894-5000 MAIL ADDRESS: STREET 1: 500 W. MADISON STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60661 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001066867 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PAR CAPITAL MGT STREET 2: ONE INTERNATIONAL PLACE, SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 y48826sc13gza.htm SC 13G/A SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)¹

Orbitz Worldwide, Inc.

(Name of issuer)

COMMON STOCK

(Title of class of securities)

68557K109

(CUSIP number)

February 7, 2008

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

(Continued on the following pages)

(Page 1 of 8 Pages)


¹		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		68557K109		Page		2		of		8 Pages


1	NAMES OF REPORTING PERSONS PAR Investment Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			8,650,920 COMMON STOCK, par value $.01 per share

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,650,920 COMMON STOCK, par value $.01 per share

WITH:		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,650,920 COMMON STOCK, par value $.01 per share

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.42% COMMON STOCK, par value $.01 per share

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		68557K109		Page		3		of		8 Pages


1	NAMES OF REPORTING PERSONS PAR Group, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			8,650,920 COMMON STOCK, par value $.01 per share

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,650,920 COMMON STOCK, par value $.01 per share

WITH:		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,650,920 COMMON STOCK, par value $.01 per share

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.42% COMMON STOCK, par value $.01 per share

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		68557K109		Page		4		of		8 Pages


1	NAMES OF REPORTING PERSONS PAR Capital Management, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			8,650,920 COMMON STOCK, par value $.01 per share

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,650,920 COMMON STOCK, par value $.01 per share

WITH:		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,650,920 COMMON STOCK, par value $.01 per share

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.42% COMMON STOCK, par value $.01 per share

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

STATEMENT ON SCHEDULE 13G


Item 1(a).		Name of Issuer:

Orbitz Worldwide, Inc.


Item 1(b).		Address of Issuer’s Principal Executive Offices:

500 W. Madison Street
Suite 1000
Chicago, IL 60661


Item 2(a).		Names of Person Filing:

PAR Investment Partners, L.P.
PAR Group, L.P.
PAR Capital Management, Inc.


Item 2(b).		Business Mailing Address for the Person Filing:

PAR Capital Management, Inc.
One International Place, Suite 2401
Boston, MA 02110


Item 2(c).		Citizenship:

State of Delaware


Item 2(d).		Title of Class of Securities:

COMMON STOCK


Item 2(e).		CUSIP Number:

68557K109


Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable


Item 4.		Ownership:

(a)

Amount Beneficially Owned:

8,650,920 common stock, par value $.01 per share

(b)

Percent of Class:

10.42% COMMON STOCK, par value $.01 per share

(c)

Number of shares as to which such person has:

(i)

8,650,920 common stock, par value $.01 per share

Page 5 of 8

	(ii)		shared power to vote or to direct the vote:

	(iii)		sole power to dispose or to direct the disposition of: 8,650,920 common stock, par value $.01 per share

	(iv)		shared power to dispose or to direct the disposition of:


Item 5.		Ownership of Five Percent or Less of a Class:

Not Applicable


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable


Item 8.		Identification and Classification of Members of the Group:

Not Applicable


Item 9.		Notice of Dissolution of Group:

Not Applicable


Item 10.		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 8

Signature

After reasonable 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.

Dated: February 13, 2008


	PAR INVESTMENT PARTNERS, L.P.
	By:	PAR GROUP, L.P.
		its general partner
	By:	PAR CAPITAL MANAGEMENT, INC.
		its general partner


	By:	/s/ Gina DiMento
		Gina DiMento, Vice President


	PAR GROUP, L.P.
	By:	PAR CAPITAL MANAGEMENT, INC.,
		its general partner


	By:	/s/ Gina DiMento
		Gina DiMento, Vice President


	PAR CAPITAL MANAGEMENT, INC.
	By:	/s/ Gina DiMento
		Gina DiMento, Vice President

Page 7 of 8

EX-99.1 2 y48826exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $.01 per share of Orbitz Worldwide, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 13^th day of February, 2008.


	PAR INVESTMENT PARTNERS, L.P.
	By:	PAR GROUP, L.P.
		its general partner
	By:	PAR CAPITAL MANAGEMENT, INC.
		its general partner


	By:	/s/ Gina DiMento
		Gina DiMento, Vice President


	PAR GROUP, L.P.
	By:	PAR CAPITAL MANAGEMENT, INC.,
		its general partner


	By:	/s/ Gina DiMento
		Gina DiMento, Vice President


	PAR CAPITAL MANAGEMENT, INC.
	By:	/s/ Gina DiMento
		Gina DiMento, Vice President

Page 8 of 8