As filed with the Securities and Exchange Commission on February 1, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
GALILEO INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4156005
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
9700 West Higgins Road, Suite 400
Rosemont, Illinois 60018
(Address of Principal Executive Offices)
Galileo International Savings and Investment Plan
(Full Title of the Plan)
_______________
Babetta R. Gray, Esq.
Senior Vice President, Customer Service Delivery, General Counsel and Secretary
Galileo International, Inc.
9700 West Higgins Road, Suite 400
Rosemont, Illinois 60018
(Name and Address of Agent For Service)
(847) 518-4000
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Elizabeth C. Kitslaar
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601-1692
(312) 269-4114
_____________
CALCULATION OF REGISTRATION FEE
- ---------------------------- ------------ ----------- ------------ ============
Proposed
Maximum Proposed
Title Of Securities To Be Amount To Offering Maximum Amount Of
Registered Be Price Aggregate Registration
Registered(1) Per Offering Fee
Share(2) Price(2)
- ---------------------------- ------------ ----------- ------------ ============
- ---------------------------- ------------ ----------- ------------ ============
Common Stock, par value 500,000 $45.375 $22,687,500 $6,692.81
$.01 per share
- ---------------------------- ------------ ----------- ------------ ============
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Galileo International Savings and Investment Plan, as amended (the
"Plan"), as described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under
the Securities Act, on the basis of the average of high and low sale
prices of the shares of Common Stock, par value $.01 per share, of the
Company (the "Common Stock"), on the New York Stock Exchange, Inc. on
January 29, 1999.
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by Galileo International, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Commission March 17, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1998, filed with the Commission May 14, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the Quarter
ended June 30, 1998, filed with the Commission August 11, 1998, as
amended by Amendment No. 1 to the Company's Quarterly Report on Form
10-Q/A, filed August 11, 1998;
(d) The Company's Quarterly Report on Form 10-Q for the Quarter
ended September 30, 1998, filed with the Commission November 13, 1998;
and
(e) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 1-13153) July 1, 1997.
All other documents filed by the Company or the Galileo International
Savings and Investment Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment indicating that all
securities offered under this Registration Statement have been sold, or
deregistering all securities then remaining unsold, are also incorporated by
reference and shall be a part hereof from the date of filing of such
documents.
3
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides, in
summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses
(including attorneys' fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer, if they acted in
good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal
action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful; provided that no indemnification may be made against
expenses in respect of any claim, issue or matter as to which they shall have
been adjudged to be liable to the Company, unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Any such
indemnification may be made by the Company only as authorized in each
specific case upon a determination (1) by a majority vote of the
disinterested directors (even if less than a quorum), (2) by a committee of
such directors designated by majority vote of such directors (even if less
than a quorum), (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
shareholders, that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) in respect of certain unlawful dividend payments or stock redemptions
or purchases; or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company's Restated Certificate of Incorporation and Restated
By-Laws provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law, as the same may be amended from
time to time.
Section 9 of the Underwriting Agreement between the Company and the
underwriters of the Company's initial public offering, filed as Exhibit 1.1
to the Company's Registration Statement on Form S-1 (File No. 333-27495) (the
"Form S-1"), contains provisions for certain indemnification rights to the
directors and officers of the Registrant.
In addition, the Company maintains liability insurance for its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number Description
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Form S-1)
4.2 Restated By-Laws (incorporated by reference to Exhibit 3.2
to the Form S-1)
4.3a Galileo International Savings and Investment Plan (the "Plan")
(incorporated by reference to Exhibit 10.32 to the Form S-1)
Registrant will submit the Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in
order to qualify the Plan.
4.3b First Amendment to the Galileo International Savings and
Investment Plan effective January 1, 1995
4.3c Second Amendment to the Galileo International Savings and
Investment Plan effective December 31, 1997
4.3d Third Amendment to the Galileo International Savings and
Investment Plan effective February 1, 1999
23.1 Consent of Independent Auditors
24.1 Power of Attorney
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar amount would not
exceed that which is registered) and any deviation from the low
or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Rosemont, State of Illinois, on
January 29, 1999.
GALILEO INTERNATIONAL, INC.
By: /s/ Paul H. Bristow
Paul H. Bristow
Director, Senior Vice President,
Chief Financial Officer and
Treasurer
Paul H. Bristow, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above indicated Registrant and officers and directors thereof
(constituting a majority of the directors) pursuant to a Power of Attorney
filed with the Securities and Exchange Commission.
January 29, 1999 By: /s/ Paul H. Bristow
Paul H. Bristow
Director, Senior Vice President,
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act, the Plan has
duly caused this registration statement to be signed on behalf of the
undersigned, thereunto duly authorized, in the Village of Rosemont, State of
Illinois, on January 29, 1999.
GALILEO INTERNATIONAL SAVINGS AND
INVESTMENT PLAN
By: /s/ Lyn Bulman
Lyn Bulman
Committee Member
EXHIBIT INDEX
- -------------------------------------------------------------------------------
Sequentially
Exhibit Number Description Numbered Page
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.1 Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1
to the Form S-1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.2 Restated By-Laws (incorporated by reference
to Exhibit 3.2 to the Form S-1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.3a Galileo International Savings and
Investment Plan (incorporated by reference
to Exhibit 10.32 to the Form S-1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.3b First Amendment to the Galileo
International Savings and Investment Plan
effective January 1, 1995
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.3c Second Amendment to the Galileo
International Savings and Investment Plan
effective December 31, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4.3d Third Amendment to the Galileo
International Savings and Investment Plan
effective February 1, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
23.1 Consent of Independent Auditors
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
24.1 Power of Attorney
- -------------------------------------------------------------------------------
Exhibit 4.3b
FIRST AMENDMENT TO THE
GALILEO INTERNATIONAL
SAVINGS AND INVESTMENT PLAN
WHEREAS, Galileo International Partnership (the "Company") previously
established the Galileo International Savings and Investment Plan (the
"Plan") effective January 1, 1987, and most recently amended and restated the
Plan effective as of July 1, 1994; and
WHEREAS, pursuant to Section 14.1 of the Plan, the Company may amend
the Plan; and
WHEREAS, the Company now desires to amend the Plan to make certain
technical changes to the Plan effective as of January 1, 1995.
NOW THEREFORE, the Plan is hereby amended as set forth below.
1. Section 5.1(C) of the Plan is amended by adding the following
sentence at the end thereof:
"Effective January 1, 1995, the term Defined
Contribution Dollar Limitation shall mean $30,000."
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by its duly authorized officers this 19th day of August, 1998.
GALILEO INTERNATIONAL PARTNERSHIP
By: /s/ Lyn Bulman
Its: Senior Vice President - Human
Resources and Communication
WITNESSETH:
By: /s/ Anthony C. Swanagan
Senior Counsel
Exhibit 4.3c
SECOND AMENDMENT
TO THE
GALILEO INTERNATIONAL SAVINGS
AND INVESTMENT PLAN
WHEREAS, Galileo International Partnership (the "Partnership")
previously adopted the Galileo International Savings and Investment Plan (the
"Galileo Plan"); and
WHEREAS, effective July 30, 1997, the Partnership was merged into
Galileo International, L.L.C. ("Galileo") and Galileo purchased all of the
outstanding partnership interests of Apollo Travel Services Partnership
("ATS"); and
WHEREAS, Galileo, as the successor corporation to the Partnership, has
assumed sponsorship of the Galileo Plan, effective as of July 30, 1997; and
WHEREAS, ATS previously adopted the Apollo Travel Services Savings and
Investment Plan (the "ATS Plan"); and
WHEREAS, Galileo, as the parent corporation of ATS, desires to merge
the ATS Plan into the Galileo Plan, effective as of the close of business on
December 31, 1997; and
WHEREAS, pursuant to Section 14.1 of the Galileo Plan, the Plan sponsor
has reserved the right to amend such plan; and
WHEREAS, Galileo desires to amend the Galileo Plan to reflect the
assumption of sponsorship of such plan by Galileo, the merger into such plan
of the ATS Plan and to comply with the requirements of the Small Business Job
Protection Act, the Taxpayer Relief Act of 1997 and subsequent Internal
Revenue Service rulings;
NOW, THEREFORE, BE IT RESOLVED, that the Galileo Plan is hereby amended
effective as of the close of business on December 31, 1997 (or as of such
other dates specified below), as follows:
1. The Introduction to the Galileo Plan is hereby amended by adding
the following new paragraphs to the end thereof:
"Effective as of January 1, 1994, Apollo Travel Services
established the Apollo Travel Services Savings and Investment
Plan (the "Apollo Plan") for the benefit of its eligible
employees.
Effective July 30, 1997, Galileo International Partnership was
merged into Galileo International, L.L.C. and Galileo
International, L.L.C. purchased all of the outstanding
partnership interests of Apollo.
The Plan is hereby further amended effective as of January 1,
1997 to comply with the requirements of the Small Business Job
Protection Act, the Taxpayer Relief Act of 1997 and subsequent
legislation and rulings and to reflect the assumption of
sponsorship of the Plan by Galileo International, L.L.C.
effective as of July 30, 1997 and the merger into the Plan of the
Apollo Plan effective as of the close of business on December 31,
1997."
2. Section 1.1 of the Galileo Plan is hereby amended by adding the
following new bullet point prior to the last bullet point thereof:
" Apollo Plan Contributions, if any, and earnings thereon;"
3. Effective as of January 1, 1997, subparagraphs (A)(1) and (2) of
Section 1.4 of the Galileo Plan are hereby amended in their entirety as
follows:
"(1) The Actual Contribution Percentage for the
group of eligible Highly Compensated Employees for a Plan
Year is not more than the Actual Contribution Percentage
for the group of eligible Nonhighly Compensated Employees
for the prior Plan Year multiplied by 1.25; or
(2) The excess of the Actual Contribution
Percentage for the group of eligible Highly Compensated
Employees for a Plan Year over the Actual Contribution
Percentage for the group of eligible Nonhighly Compensated
Employees for the prior Plan Year is not more than two
percentage points, and the Actual Contribution Percentage
for the group of eligible Highly Compensated Employees for
a Plan Year is not more than the Actual Contribution
Percentage for the group of eligible Nonhighly Compensated
Employees for the prior Plan Year multiplied by two."
4. Effective as of January 1, 1997, Section 1.4(B) of the Galileo
Plan is hereby amended by adding the following new subparagraphs (4) and (5)
to the end thereof:
"(4) The Actual Contribution Percentage for
Nonhighly Compensated Employees shall be determined on the
basis of the preceding Plan Year, unless the Employer
elects to make such determinations on the basis of the
current Plan Year. Any such election shall be irrevocable
with respect to all Plan Years, except as otherwise
permitted by the Secretary of the Treasury.
Notwithstanding the foregoing, the Plan Administrator may
determine the Actual Contribution Percentage for Nonhighly
Compensated Employees for the Plan Year beginning January
1, 1997 on the basis of the current Plan Year in accordance
with Internal Revenue Service Notice 97-2 (I.R.B. 1997-2).
(5) To the extent necessary to satisfy the Actual
Contribution Percentage Test for a Plan Year, the Plan
Administrator is authorized to take into account all or
part of the Elective Deferral Contributions and Qualified
Nonelective Contributions made with respect to any or all
employees for the Plan Year in accordance with Treas. Reg.
Section 1.401(m)-1(b)(5)."
5. Effective as of January 1, 1997, subparagraph B(3) of Section 1.5
of the Galileo Plan is hereby deleted in its entirety, and subparagraph B(4)
shall be redesignated B(3).
6. Effective as of January 1, 1997, subparagraphs (A)(1) and (2) of
Section 1.7 of the Galileo Plan are hereby amended in their entirety as
follows:
"(1) The Actual Deferral Percentage for the group of
eligible Highly Compensated Employees for a Plan Year is
not more than the Actual Deferral Percentage for the group
of eligible Nonhighly Compensated Employees for the prior
Plan Year multiplied by 1.25; or
(2) The excess of the Actual Deferral Percentage
for the group of eligible Highly Compensated Employees for
a Plan Year over the Actual Deferral Percentage for the
group of eligible Nonhighly Compensated Employees for the
prior Plan Year is not more than two percentage points, and
the Actual Deferral Percentage for the group of eligible
Highly Compensated Employees for a Plan Year is not more
than the Actual Deferral Percentage for the group of
eligible Nonhighly Compensated Employees for the prior Plan
Year multiplied by two."
7. Effective as of January 1, 1997, Section 1.7(B) of the Galileo
Plan is hereby amended by adding the following new subparagraph (4) to the
end thereof:
"(4) The Actual Deferral Percentage for Nonhighly Compensated
Employees shall be determined on the basis of the preceding
Plan Year, unless the Employer elects to make such
determinations on the basis of the current Plan Year. Any
such election shall be irrevocable with respect to all Plan
Years, except as otherwise permitted by the Secretary of
the Treasury. Notwithstanding the foregoing, the Plan
Administrator may determine the Actual Deferral Percentage
for Nonhighly Compensated Employees for the Plan Year
beginning January 1, 1997 on the basis of the current Plan
Year in accordance with Internal Revenue Service Notice
97-2 (I.R.B. 1997-2)."
8. Effective as of January 1, 1997, subparagraph B(3) of Section 1.8
of the Galileo Plan is hereby deleted in its entirety, and subparagraph B(4)
shall be redesignated B(3).
9. A new Section 1.10A is hereby added to the Galileo Plan, as
follows:
"APOLLO PLAN. The Apollo Travel Services Savings and Investment
Plan, which was merged into the Plan effective as of the close of
business on December 31, 1997."
10. A new Section 1.10B is hereby added to the Galileo Plan, as
follows:
"APOLLO PLAN CONTRIBUTIONS. The term Apollo Plan Contributions
means a Participant's vested account balance under the Apollo
Plan that was transferred to this Plan effective as of the close
of business on December 31, 1997."
11. Effective as of July 30, 1997, references to "Board of
Supervisors" throughout the Galileo Plan shall be changed to "Board" and
Section 1.12 of the Plan shall be amended in its entirety, as follows:
"BOARD. The term Board means the Employer's board of directors."
12. Effective January 1, 1997, the last paragraph of Section 1.14 of
the Galileo Plan is hereby deleted in its entirety.
13. Section 1.22 of the Galileo Plan is hereby amended by adding the
following language to the end thereof:
"Furthermore, a person who is not designated as an "employee" in
the Employer's employment records during a particular period of
time, including a person designated as an "independent
contractor," is not considered to be an Employee during that
period of time. Such a person shall not be considered to be an
"Employee," even if a determination is made by the Internal
Revenue Service, the Department of Labor, or any other government
agency, court, or other tribunal that such person is an employee
for any purpose, unless and until the employer in fact designates
such person as an Employee for purposes of this Plan. If such a
designation is made, the designation shall be applied
prospectively only unless the Employer specifically provides
otherwise."
14. Effective as of July 30, 1997, the first sentence of Section 1.23
of the Galileo Plan is hereby amended in its entirety, as follows:
"The term Employer means Galileo International, L.L.C. and any
successor organization to such Employer which elects to continue
the Plan."
15. Effective as of January 1, 1997, the second paragraph of Section
1.26(B) of the Galileo Plan is hereby amended in its entirety, as follows:
"To calculate the highest permitted Actual Contribution Ratio
under the Plan, the Employee Contributions and Matching
Contributions of the Highly Compensated Employee with the highest
dollar amount of Employee Contributions and Matching
Contributions is reduced by the amount required to cause the
Employee's Employee Contributions and Matching Contributions to
equal the dollar amount of the Employee Contributions and
Matching Contributions of the Highly Compensated Employee with
the next highest dollar amount of Employee Contributions and
Matching Contributions. If a lesser reduction would enable the
Plan to satisfy the Actual Contribution Percentage Test, only
this lesser reduction shall be made. This process shall be
repeated until the Plan satisfies the Actual Contribution
Percentage Test. The highest Actual Contribution Ratio remaining
under the Plan after leveling is the highest permitted Actual
Contribution Ratio."
16. Effective as of January 1, 1997, the second paragraph of Section
1.27(B) of the Galileo Plan is hereby amended in its entirety, as follows:
"To calculate the highest permitted Actual Deferral Ratio under
the Plan, the Salary Deferral Contributions of the Highly
Compensated Employee with the highest dollar amount of Elective
Deferral Contributions is reduced by the amount required to cause
the Employee's Elective Deferral Contributions to equal the
dollar amount of the Elective Deferral Contributions of the
Highly Compensated Employee with the next highest dollar amount
of Elective Deferral Contributions. If a lesser reduction would
enable the Plan to satisfy the Actual Deferral Percentage Test,
only this lesser reduction shall be made. This process shall be
repeated until the Plan satisfies the Actual Deferral Percentage
Test. The highest Actual Deferral Ratio remaining under the Plan
after leveling is the highest permitted Actual Deferral Ratio."
17. Effective January 1, 1997, Section 1.29 of the Galileo Plan is
hereby deleted in its entirety and Sections 1.30 through 1.55 of the Plan are
hereby redesignated Sections 1.29 through 1.54, respectively.
18. Effective as of January 1, 1997, the redesignated Section 1.30 of
the Galileo Plan is hereby amended in its entirety as follows:
"HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated
Employee means any Highly Compensated Active Employee or Highly
Compensated Former Employee as further defined herein.
A "Highly Compensated Active Employee" is an Employee who
performs service during the Determination Year for the Employer,
and who:
(A) is a five percent (5%) owner (as defined in Code Section
416(i)(1)(A)(iii)) at any time during the Determination
Year or the Look-Back Year; or
(B) receives compensation in excess of $80,000 (indexed in
accordance with Code Section 415(d)) during the Look-Back
Year, and; if the Employer so elects, was a member of the
top-paid group during the Look-Back Year.
For purposes of this definition: (a) the "Determination Year" is
the Plan Year for which the identification of Highly Compensated
Employees is being made; (b) the "Look-Back Year" is the twelve
(12) month period immediately preceding the Determination Year;
(c) the "top-paid group" means the top twenty percent (20%) of
Employees ranked on the basis of Compensation received during the
year; (d) "Compensation" is compensation within the meaning of
Code Section 415(c)(3), including elective or salary reduction
contributions to a cafeteria plan, cash or deferred arrangement
or tax-sheltered annuity; and (e) Employers required to be
aggregated under Code Sections 414(b), (c), (m) or (o) are
treated as a single Employer.
A "Highly Compensated Former Employee" is any former Employee who
separated from Service with the Employer in a Plan Year preceding
the current Plan Year and was a Highly Compensated Active
Employee in either:
(A) the Plan Year in which his or her separation from Service
occurred; or
(B) any Plan Year ending on or after such former Employee's
55th birthday."
19. Section 2.1 of the Galileo Plan is hereby revised by adding the
following sentence to the end thereof:
"The term Service shall include service credited to an Employee
under the Apollo Plan as of December 31, 1997."
20. Section 4.1 of the Galileo Plan is hereby amended by adding the
following new paragraph following the first paragraph thereof:
"The Employer may allow an Active Participant to authorize a
special reduction in that portion of his or her Compensation that
is attributable to any Employer paid cash bonuses made for such
Eligible Employee for the Plan Year in an amount up to 100
percent of such bonuses. The Employer may designate the bonuses
for which the special reduction authorization is available;
provided, however, that such designation shall be made on a
uniform and nondiscriminatory basis."
21. Effective as of March 31, 1998, the first sentence of
subparagraph (D) of Section 4.1 of the Galileo Plan is hereby amended in its
entirety, as follows:
"A Salary Deferral Agreement may be changed by a
Participant during the Plan Year, at any time, by
filing written notice thereof with the Administrator."
22. The third paragraph of Section 4.2 of the Galileo Plan is hereby
amended in its entirety, as follows:
"Such Nonelective Contribution shall be allocated as of the last
day of the Plan Year for which such contribution is made to each
Participant who:
was employed on or before July 1st of the Plan Year for
which the contribution is being made;
is an Active Participant as of the last day of the Plan
Year;
is not eligible for benefits under the Management Incentive
Plan."
23. Effective as of January 1, 1997, subparagraph (D) of Section 4.11
of the Galileo Plan is hereby deleted, and subparagraphs (E) through (I)
shall be redesignated subparagraphs (D) through (H), respectively.
24. Effective as of January 1, 1997, subparagraph (E) of Section 4.12
of the Galileo Plan is hereby deleted, and subparagraphs (F) through (J)
shall be redesignated subparagraphs (E) through (I), respectively.
25. Section 5.1(B) of the Galileo Plan is hereby amended by adding
the following new sentence after the first sentence thereof:
"Notwithstanding the foregoing, for Plan Years beginning on or
after January 1, 1998, Compensation for purposes of this Article
V shall mean Compensation within the meaning of Section 1.14."
26. Section 5.4 of the Galileo Plan is hereby amended to add the
phrase "For Plan Years beginning before January 1, 2000," to the beginning
thereof.
27. The first sentence of Section 6.2 of the Galileo Plan is hereby
amended in its entirety, as follows:
"If the value of a Participant's Vested Interest exceeds (or at
the time of any prior distribution exceeded) $5,000 and is
immediately distributable (as defined in Section 8.5), the
Participant and his Spouse, if required, must consent in writing
to the distribution before it is made."
28. The first sentence of the fifth paragraph of Section 6.2 of the
Galileo Plan is hereby amended in its entirety, as follows:
"If the value of a Participant's Vested Interest if $5,000 or
less at the time it becomes payable, the distribution shall be
made in the form of a single sum cash payment and at the Plan
Administrator's discretion, may be made upon such Participant's
Termination of Employment."
29. Effective as of January 1, 1997, Section 6.4 of the Galileo Plan
is hereby amended by deleting the last sentence of the second paragraph and
the entire third and fourth paragraphs thereof, and adding in their place the
following:
"The first required beginning date of a Participant is the first
day of April of the calendar year following the later of (i) the
calendar year in which the Participant attains age 70-1/2, or
(ii) the calendar year in which the Participant retires.
Notwithstanding the foregoing, for a Participant who is a five
percent (5%) owner of the Employer (as determined under Code
Section 416(i)) at any time during the Plan Year, payment of the
Participant's benefit must begin not later than April 1 of the
calendar year following the calendar year in which the
Participant attains age 70-1/2."
30. Section 6.6 of the Galileo Plan is hereby amended by substituting
"$5,000" for "$3,500" throughout such Section.
31. Subparagraph (A)(2) of Section 6.6 of the Galileo Plan is hereby
amended in its entirety as follows:
"If the present value of the Participant's Vested Interest is
$5,000 or less at the time it becomes payable, the distribution
shall always be made in the form of a single sum cash payment and
at the Plan Administrator's discretion, may be paid within a
reasonable period of time after the Administrator is notified of
the Participant's death."
32. Subparagraph (B)(1)(b) of Section 6.6 of the Galileo Plan is
hereby amended in its entirety as follows:
"If the present value of the Participant's Vested Interest
payable to the Surviving Spouse is $5,000 or less at the time it
becomes payable, the distribution shall always be made in the
form of a single sum cash payment and at the Plan Administrator's
discretion, may be paid within a reasonable period of time after
the Administrator is notified of the Participant's death."
33. Subparagraph (B)(2)(b) of Section 6.6 of the Galileo Plan is
hereby amended in its entirety as follows:
"If the present value of the Participant's Vested Interest is
$5,000 or less at the time it becomes payable, the distribution
shall always be made in the form of a single sum cash payment and
at the Plan Administrator's discretion, may be paid within a
reasonable period of time after the Administrator is notified of
the Participant's death."
34. Section 10.1 of the Galileo Plan is hereby amended by adding a
new bullet point prior to the last bullet point thereof, as follows:
" Apollo Plan Contributions, including earnings."
35. Subparagraph (C) of Section 10.2 of the Galileo Plan is hereby
amended by adding the following new sentence to the end thereof:
"Effective as of January 1, 1998, the amount that may be
withdrawn from a Participant's Apollo Plan Account is equal to
the Employee's total Apollo Plan Contributions as of the date of
withdrawal, less any income allocable to elective deferral
contributions made under the Apollo Plan."
36. Sections 10.4 through 10.7 of the Galileo Plan are hereby
redesignated Sections 10.5 through 10.8, respectively, and a new Section 10.4
is hereby added to the Galileo Plan, as follows:
"10.4 WITHDRAWAL OF ROLLOVER CONTRIBUTIONS.
A Participant may elect to withdraw from his
Account, at any time, an amount equal to any
whole percentage (not exceeding 100%) of his
Vested Interest in his Account attributable to
the value of his Rollover Contributions,
including earnings thereon."
37. Section 13.7 of the Galileo Plan is hereby amended by adding the
following new bullet point to the end thereof:
" Apollo Plan Contributions."
38. The first sentence of the last paragraph of Section 14.4 of the
Galileo Plan is hereby amended by substituting "$5,000" for "$3,500."
IN WITNESS WHEREOF, Galileo has caused this Second Amendment to be
executed by its duly authorized officer this 11th day of November, 1998.
GALILEO INTERNATIONAL, L.L.C.
By: /s/ Lyn Bulman
Title: Senior Vice President - Human
Resources & Corporate Relations
WITNESSETH:
By: /s/ Greg Forgue
Title: Senior Manager, Compensation Benefits
Exhibit 4.3d
THIRD AMENDMENT
TO THE
GALILEO INTERNATIONAL SAVINGS
AND INVESTMENT PLAN
WHEREAS, Galileo International, L.L.C. (the "Company") sponsors and
maintains the Galileo International Savings and Investment Plan (the "Plan");
and
WHEREAS, pursuant to Section 14.1 of the Plan, the Company has reserved
the right to amend such plan; and
WHEREAS, the Company desires to amend the Plan to add a Company stock
fund as an investment option under the Plan effective February 1, 1999;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended
effective as of February 1, 1999, as follows:
1. A new Section 1.30A is hereby added to the Plan to read as
follows:
"GALILEO STOCK. The term 'Galileo Stock' means stock or
securities of GII permitted to be held by the Plan under
applicable Sections of the Code and ERISA."
2. A new Section 1.30B is hereby added to the Plan to read as
follows:
"GALILEO STOCK FUND. The term 'Galileo Stock Fund' means the
fund offered as an investment option under the Plan, which is
invested in Galileo Stock."
3. A new Section 1.30C is hereby added to the Plan to read as
follows:
"GII. The term 'GII' means Galileo International, Inc., a
Delaware corporation."
4. A new Section 1.51A is hereby added to the Plan to read as
follows:
"SECTION 16 PERSON. The term Section 16 Person means (i) any
member of the Board of Directors of GII; (ii) the president,
principal financial officer, principal accounting officer (or, if
there is no such accounting officer, the controller), any
vice-president in charge of a principal business unit, division
or function, of GII, any other officer of GII who performs a
policy-making function, or any other person who performs similar
policy-making functions for GII; or (iii) any person who is the
beneficial owner of more than 10% of GII's equity securities that
are registered pursuant to Section 12 of the Securities Exchange
Act of 1934. The Chief Financial Officer of GII shall designate
those individuals who are Section 16 Persons and deliver a list
of the Section 16 Persons eligible to participate in the Plan to
the Plan Administrator from time to time or at the request of the
Plan Administrator. Such list of Section 16 Persons will be
conclusive on the Plan Administrator and the sole source of
determining who is a Section 16 Person, and the Plan
Administrator shall not be required to further investigate
whether a Participant is a Section 16 Person."
5. Section 6.1 of the Plan is hereby amended by adding the following
sentences to the end thereof:
"Each Participant or Beneficiary shall receive any single sum
distribution in the form of cash."
6. A new subparagraph (D) is hereby added to Section 10.2 of the
Plan to read as follows:
"(D) A distribution pursuant to this Article X that
requires a liquidation of the Participant's interest in the
Galileo Stock Fund, may only be made to a Participant who
is a Section 16 Person if such distribution is elected by
such Participant at least six months following the
Participant's most recent election, with respect to any
employee benefit plan of the Employer, to effect a
Discretionary Transaction (as that term is defined in Rule
16b-3 under the Securities Exchange Act of 1934) that is an
acquisition of Galileo Stock."
7. Section 10A.1 is hereby amended by adding the following new
sentence to the end of the first paragraph thereof:
"No loan shall be available to a Participant from that portion of
his Account which is invested in the Galileo Stock Fund,
provided, however, that the Participant's interest in the Galileo
Stock Fund shall be taken into account for purposes of
determining 50% of the Participant's Vested Interest in his
Account in accordance with the preceding sentence."
8. The penultimate sentence of Section 13.10 of the Plan is hereby
deleted and replaced with the following new language:
"One of the investment funds shall be the Galileo Stock Fund,
consisting of Galileo Stock and cash or cash equivalents needed
to meet the obligations of such fund or for the purchase of
Galileo Stock. The Participant and/or Beneficiary may change his
or her investment election on any normal business day of the
Insurance Company, except as provided in Section 13.11 below."
9. Section 13.11 is amended by adding the following language after
the first paragraph thereof:
"In the case of a Participant who is a Section 16 Person:
(A) A transfer of funds from the Galileo Stock Fund to another
investment fund under the Plan may only be effected by such
Participant pursuant to an election made at least six
months following the date of the most recent election by
such Participant, with respect to any employee benefit plan
of GII to effect a Discretionary Transaction (as that term
is defined in Rule 16b-3 under the Securities Exchange Act
of 1934) that is an acquisition of Galileo Stock.
(B) A transfer of funds into the Galileo Stock Fund from
another investment fund may only be effected by such
Participant pursuant to an election made at least six
months following the date of the most recent election by
such Participant, with respect to an employee benefit plan
of GII, to effect a Discretionary Transaction that is a
disposition of Galileo Stock."
10. New Sections 13.12, 13.13, and 13.14 are hereby added to the Plan
to read as follows:
"13.12 INVESTMENT IN GALILEO STOCK. A principal purpose of the
Plan is to provide Participants with ownership interests in
GII, and to the extent practicable, all available assets of
the Galileo Stock Fund shall be used to purchase Galileo
Stock, which shall be held by the Trustee until
distribution or sale for distribution of cash to
Participants or Beneficiaries or until disposition is
required to implement changes in investment designations.
In addition, all or any portion of any other investment
funds may consist of Galileo Stock. Notwithstanding
anything else in this Plan to the contrary, if the Employer
makes all or any part of its contribution in the form of
Galileo Stock, such stock shall be held in a Galileo Stock
Fund, which shall be held, invested and reinvested in
Galileo Stock. Such percentage of the Trust, up to 100%,
shall be invested in Galileo Stock as results from the
operation of this Section.
13.13 VOTING OF EMPLOYER SECURITIES. The Plan Administrator shall have
the power to direct the Trustee in the voting of all
Galileo Stock held by the Trustee. All voting of Galileo
Stock shall be in compliance with all applicable rules and
regulations of the Securities and Exchange Commission and
all applicable rules of or any agreement with any stock
exchange on which the Galileo Stock being voted is traded.
The Trustee shall vote all Galileo Stock as directed by the
Plan Administrator and in the absence of such directions
shall vote or not vote Galileo Stock in such manner as the
Trustee shall, in its sole discretion, determine.
Notwithstanding the foregoing, the Plan Administrator may,
in its sole discretion and at any time or from time to
time, permit Participants and Beneficiaries to direct the
manner in which all or the vested portion of any Galileo
Stock allocated to their Accounts shall be voted on such
matters as the Plan Administrator permits.
13.14 TENDER OFFERS. The Plan Administrator shall have the sole
right to direct the Trustee as to the manner in which to
respond to a tender or exchange offer for Galileo Stock
allocated to such person's Account. Any tender, sale,
conveyance or transfer of Galileo Stock, held in a
Participant's Account in response to a tender or exchange
offer shall be in compliance with all applicable rules and
regulations of the Securities and Exchange Commission and
all applicable rules of or any agreement with any stock
exchange on which the Galileo Stock being tendered, sold,
conveyed, or transferred is traded. The Trustee shall
respond to the tender or exchange offer in accordance with,
and only in accordance with, directions of the Plan
Administrator. If the Trustee does not receive timely
directions from the Plan Administrator under this Section,
the Trustee shall not tender, sell, convey or transfer any
Galileo Stock held in such person's Account in response to
any tender or exchange offer. Notwithstanding the
foregoing, the Plan Administrator may, in its sole
discretion and at any time or from time to time, permit
Participants and Beneficiaries to direct the Trustee as to
the manner in which to respond to a tender or exchange
offer for Galileo Stock allocated to such person's
Account."
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed by its duly authorized officers this 26th day of January, 1999.
GALILEO INTERNATIONAL, L.L.C.
By: \s\ Lyn Bulman
Title: Senior Vice President - Human Resources
& Corporate Relations
WITNESSETH:
By: \s\ Greg Forgue
Title: Senior Manager - Compensation Benefits
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Galileo International, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Galileo International, Inc. of our report dated February 2, 1998,
relating to the consolidated balance sheets of Galileo International, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1997, which report appears in the
December 31, 1997, annual report on Form 10-K of Galileo International, Inc.
KPMG LLP
Chicago, Illinois
January 29, 1999
Exhibit 24.1
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James E. Barlett, Paul H. Bristow and
Babetta R. Gray, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement or Registration Statements on Form S-8 pursuant to the
Securities Act of 1933, as amended, concerning certain shares of the Common
Stock, par value $.01 per share, of Galileo International, Inc., a Delaware
corporation (the "Company") and related interests to be offered in connection
with the Galileo International Savings and Investment Plan, as amended, and any
and all amendments(including post-effective amendments) to such Registration
Statement(s) and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
or any state regulatory authority, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, when taken
together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
as of the date indicated.
Signature Title Date
/s/ Chairman, President and
James E. Barlett Chief Executive Officer
(principal executive officer)
/s/ Paul H. Bristow Director, Senior Vice
Paul H. Bristow President, Chief Financial January 22, 1999
Officer and Treasurer (principal
financial and accounting officer)
/s/ Babetta R. Gray Director, Senior Vice President,
Babetta R. Gray Customer Service Delivery, January 27, 1999
General Counsel and Secretary
/s/ Frederic F. Brace Director January 22, 1999
Frederic F. Brace
/s/ David A. Coltman Director January 28, 1999
David A. Coltman
/s/ Wim Dik Director January 28, 1999
Wim Dik
/s/ James E. Goodwin Director January 27, 1999
James E. Goodwin
/s/ Director
Mina Gouran
/s/ Thomas A. Mutryn Director January 22, 1999
Thomas A. Mutryn
/s/ Director
Frank H. Rovekamp
/s/ Georges P. Schorderet Director January 25, 1999
Georges P. Schorderet
/s/ Derek M. Stevens Director January 28, 1999
Derek M. Stevens
/s/ Director
Kenneth Whipple
