NEW YORK -- Priceline.com took a majority stake -- 85.7% -- in Travelweb, a Web distributor of merchant hotel rooms, and entered into an agreement to buy the remaining shares from the InterContinental Hotel Group.

So Priceline, which owned some 14.3% of Travelweb, will have a merchant-hotel distribution program to go along with its name-your-own-price product.

To increase its stake, Priceline bought the shares of Travelweb owners Marriott, Starwood, Hilton, Hyatt and Pegasus Solutions for $20.8 million, plus 954,547 shares of common stock if Travelweb meets certain earnings goals after 12 months.

Priceline CEO Jeffrey Boyd said he expects Travelweb will lose money in 2004, but that in 2005 and beyond, Travelweb will be "accretive to our earnings per share."

Boyd said by acquiring Travelweb, Priceline can expand the selection of travel products it sells.

Priceline already has a successful opaque hotel business, in which consumers submit a price they're willing to pay and Priceline matches the consumer with a hotel willing to pay that price.

Selling Travelweb rooms enables Priceline to expand its reach by offering a hotel service to customers who want to know the brand before they buy, Boyd said. Since Priceline will own 100% of Travelweb, the company can keep all the margin from transactions, he added.

No date has been set for the launch of Travelweb inventory on Priceline, but Priceline will continue to sell that inventory on Travelweb.com. Travelweb's affiliate relationships with companies like Orbitz and AAA remain intact also, Boyd said.

Priceline also released first-quarter earnings. Its net profit was $5.1 million. Priceline lost $7.7 million in the year-ago first quarter. Gross travel bookings rose 46% to $360.2 million and revenue rose 12% to $224.1 million.

Travelweb, meanwhile, settled its dispute with Orbitz, which sells Travelweb inventory on the Orbitz site.

The agreement ends the two companies' litigation, which centered on whether Travelweb was the exclusive merchant-hotel distributor on the Orbitz site and whether Orbitz had the right to negotiate deals with other properties.

Under terms of the settlement, Travelweb will remain the exclusive third-party provider of merchant hotel inventory on Orbitz from Hilton, Hyatt, Marriott, InterContinental and Starwood hotels.

According to a statement, the agreement "provides Orbitz with complete flexibility to market hotel inventory in a manner that best meets consumers' needs, assures Orbitz of an adequate supply of merchant inventory from the major brand-name chains and gives the site flexibility to work directly with other chain and independent hotels to continue the growth of the Orbitz Merchant Hotel program." Travelweb agreed to pay Orbitz higher commissions in return for a minimum room-night commitment.

In addition, Orbitz agreed to a one-time waiver of the right to terminate the contract if Travelweb experiences a change in ownership (which it has, as Priceline.com is now the majority owner). The Orbitz-Travelweb agreement expires in December 2005.

To contact reporter Jerry Limone, send e-mail to [email protected].

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