-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TiEQhicnG+P6IU6ZqF2B/c5ePlRfEjs9h4pGsIE9PU508gWvL2r0UPxLDdOFOdAA HbnM3tl97mOK36sOFND2NA== 0000898822-06-000979.txt : 20060817 0000898822-06-000979.hdr.sgml : 20060817 20060817105404 ACCESSION NUMBER: 0000898822-06-000979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060817 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 061039751 BUSINESS ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: (425)679-7200 MAIL ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 8-K 1 form8k.txt 8K COVER 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 Date of Report (Date of earliest event reported): August 16, 2006 ------------------------------------------------------ EXPEDIA, INC. (Exact name of registrant as specified in its charter) ------------------------------------------------------ Delaware 000-51447 20-2705720 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 3150 139th Avenue S.E., Bellevue, Washington 98005 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (425) 679-7200 Check the appropriate box below if the Form 8-K filing 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 8.01. OTHER EVENTS. On August 16, 2006, Expedia, Inc. (the "Company") announced the pricing of the previously announced planned institutional private placement of senior unsecured notes guaranteed by certain of its subsidiaries (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside of the United States pursuant to Regulation S under the Securities Act. The placement of the Notes is expected to close on August 21, 2006. The press release announcing the pricing is being issued pursuant to and in accordance with Rule 135c under the Securities Act and a copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS 99.1 Press release issued by the Company on August 16, 2006. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 16, 2006 EXPEDIA, INC. /s/ Dara Khosrowshahi By:-------------------------------- Name: Dara Khosrowshahi Title: President and CEO 3 EXHIBIT INDEX 99.1 Press release of Expedia, Inc., dated August 16, 2006. EXHIBIT 99.1 4 EX-99.1 2 pressrelease.txt PRESS RELEASE EXPEDIA, INC. ANNOUNCES PRICING OF SENIOR UNSECURED NOTES OFFERING BELLEVUE, WASH. - AUG. 16, 2006 - Expedia, Inc. (NASDAQ: EXPE) announced today that it has agreed to sell $500 million of 7.456% senior unsecured notes guaranteed by certain of its subsidiaries due 2018 (the "Notes"). Each Note will also be payable at par at the option of the holder thereof in August 2013. The placement of the Notes is expected to close on August 21, 2006. Expedia, Inc. plans to use the net proceeds of the offering for general corporate purposes, which may include repurchase of common stock, repayment of debt, acquisitions, investments, additions to working capital, capital expenditures and advances to or investments in its subsidiaries. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless an exemption from such registration is available. This notice is issued pursuant to Rule 135(c) of the Securities Act and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes. ABOUT EXPEDIA,INC. Expedia, Inc. is an online travel company, empowering business and leisure travelers with the tools and information they need to efficiently research, plan, book and experience travel. It has created a global travel marketplace used by a broad range of leisure and corporate travelers and offline retail travel agents. It makes available, on a stand-alone and package basis, travel products and services provided by numerous airlines, lodging properties, car rental companies, destination service providers, cruise lines and other travel products and services. Its portfolio of brands includes: Expedia-branded websites, Hotels.com, Hotwire.com, Worldwide Travel Exchange ("WWTE") and Interactive Affiliate Network ("IAN"), Classic Vacations, Expedia Corporate Travel, eLong and TripAdvisor. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE FUTURE PERFORMANCE OF EXPEDIA, INC., WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM CURRENT EXPECTATIONS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, EXPEDIA, INC.'S ABILITY TO CONSUMMATE THE OFFERING OF THE NOTES. ADDITIONAL CAUTIONARY STATEMENTS REGARDING OTHER RISK FACTORS THAT COULD HAVE AN EFFECT ON THE FUTURE PERFORMANCE OF EXPEDIA, INC. ARE CONTAINED IN ITS FILINGS WITH THE SEC, INCLUDING ITS REPORTS ON FORMS 10-K, 10-Q AND 8-K. EXPEDIA, INC. UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. CONTACTS: INVESTOR RELATIONS COMMUNICATIONS Stu Haas David Dennis (425) 679-3555 (425) 679-7430 IR@EXPEDIA.COM EXPEDIA AND EXPEDIA.COM ARE EITHER REGISTERED TRADEMARKS OR TRADEMARKS OF EXPEDIA, INC. IN THE U.S. AND/OR OTHER COUNTRIES. OTHER LOGOS OR PRODUCT AND COMPANY NAMES MENTIONED HEREIN MAY BE THE PROPERTY OF THEIR RESPECTIVE OWNERS. (C) 2006 Expedia, Inc. All rights reserved. CST 2029030-40. ### -----END PRIVACY-ENHANCED MESSAGE-----