SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 29, 1999
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(Date of earliest event reported)
GALILEO INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13153 36-4156005
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Indentification No.)
9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 518-4000
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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On June 29, 1999 Galileo International, Inc. (the "Company")
repurchased 2,790,500 shares of its common stock owned by affiliates of a group
of its airline stockholders consisting of United Airlines, KLM Royal Dutch
Airlines, Alitalia and TAP AirPortugal, for a total purchase price of $122.2
million. The 2,790,500 shares purchased by the Company were initially part of
the 4,790,500 shares of common stock set aside to cover underwriter
over-allotments in the Company's recent secondary public offering of 31,937,100
shares (see Registration No. 333-77773), which was completed on June 3, 1999.
The underwriters purchased the remaining 2,000,000 shares on July 1, 1999.
On July 1, 1999 the Company purchased all of the issued and outstanding
shares of BritAir Acquisition Corp. Inc., a Delaware corporation and a British
Airways subsidiary (n/k/a Galileo BA, Inc.), that indirectly through its
subsidiary Distribution Systems Inc. ("DSI") owns 7,000,400 shares of Company
common stock, for a net purchase price of $307.7 million. As a result of British
Airways selling all of the Galileo International, Inc. common stock it held
indirectly through its subsidiary DSI, the Company redeemed the share of Company
special voting preferred stock held indirectly by British Airways and the
British Airways nominee to the Company board of directors, Derek M. Stevens,
resigned following the sale.
These purchases were made as part of the Company's previously announced
$750 million stock repurchase program. Including the shares repurchased from the
over-allotment option, the shares acquired through the purchase of BritAir
Acquisition Corp. Inc. and open market repurchases, total purchases under the
program equal $448 million to date, and represent 10 million shares of the
Company's common stock. Following completion of these transactions, public
ownership of the Company's outstanding shares is approximately 75 percent.
The Company is filing herewith press releases issued by the Company
as Exhibits 99.1 through 99.6 that are incorporated herein by reference.
ITEM 7. EXHIBITS.
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Exhibit No. Description
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99.1 Press Release
99.2 Press Release
99.3 Press Release
99.4 Press Release
99.5 Press Release
99.6 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GALILEO INTERNATIONAL, INC.
By: /s/ James E. Barlett
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James E. Barlett
Chairman, President and
Chief Executive Officer
Dated: July 20, 1999
Exhibit 99.1
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CONTACT: Galileo International
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Julie Shepherd, Corporate Relations
+ 1 847 518 4714
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL ANNOUNCES STOCK REPURCHASE
ROSEMONT, Ill., November 20, 1998--Galileo International, Inc. (NYSE: GLC)
announced today that its board of directors authorized the use of up to $100
million to repurchase outstanding shares of common stock in the open market on
the New York Stock Exchange or in privately negotiated transactions. Galileo's
Chairman, President and Chief Executive Officer James E. Barlett stated that the
repurchase plan reflects the company's confidence in its strategic direction and
in its products and services. "With Galileo's strong financial position, we are
able to accomplish a stock repurchase program without affecting the company's
ability to pursue other strategic transactions," Mr. Barlett said.
The repurchased shares will be accumulated by the company and held in
treasury for the purpose of providing available shares for the company's
employee benefit plans, for possible resale in future public or private
offerings, and for other general corporate purposes. The purchases will be
funded through the company's working capital. The program will be carried out in
accordance with certain volume, timing and price constraints imposed by the
Securities and Exchange Commission's rules applicable to such transactions. The
amount, timing and price of purchases will otherwise depend on market conditions
and other factors.
Galileo International is one of the world's leading providers of electronic
global distribution services for the travel industry. The Company provides
travel agencies at more than 39,000 locations, as well as other subscribers,
with the ability to access schedule and fare information, book reservations and
issue tickets for more than 500 airlines. Galileo International also provides
subscribers with information and booking capabilities covering all major hotel
chains, car rental companies, cruise lines and numerous tour operators
throughout the world. Further information is available on Galileo's web site:
http:\\www.galileo.com.
Exhibit 99.2
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For Further Information:
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Andrea Steffy, Corporate Relations
+ 1 847 518 4973
Amy Hesser, TechImage
+ 1 847 705 0040 x224
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL EXPANDS STOCK REPURCHASE PROGRAM TO $500 MILLION
ROSEMONT, Ill., April 29, 1999--Galileo International, Inc. (NYSE: GLC)
today announced that the Board of Directors has authorized the company to
purchase up to $500 million in Galileo common stock in the open market on the
New York Stock Exchange or in privately negotiated transactions, including
transactions with any of its airline stockholders. This repurchase represents an
increase from the $100 million previously authorized in November 1998.
"The latest authorization provides management with the flexibility to
repurchase shares from time to time at our discretion," said James E. Barlett,
chairman, president and chief executive officer. "We continue to believe Galileo
represents an attractive investment and that this will help to further build
shareholder value."
Repurchased shares will be accumulated by the Company and held in treasury
for the purpose of providing available shares for possible resale in future
public or private offerings, and for other general corporate purposes. The
purchases will be funded through the Company's available working capital.
The repurchase program will be carried out in accordance with certain
volume, timing and price constraints imposed by the Securities and Exchange
Commission's rules applicable to such transactions. The amount, timing and price
of purchases will otherwise depend on market conditions and other factors.
Galileo International is one of the world's leading providers of electronic
global distribution services for the travel industry. The Company provides
travel agencies at nearly 40,000 locations, as well as other subscribers, with
the ability to access schedule and fare information, book reservations and issue
tickets for more than 500 airlines. Galileo International also provides
subscribers with information and booking capabilities covering all major hotel
chains, car rental companies, cruise lines and numerous tour operators
throughout the world. Further information is available on Galileo's web site:
http://www.galileo.com.
Exhibit 99.3
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For Further Information:
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Andrea Steffy, Corporate Relations
+ 1 847 518 4973
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL ANNOUNCES REPURCHASE OF SHARES HELD BY BRITISH
AIRWAYS SUBSIDIARY
ROSEMONT, Ill., June 16, 1999--Galileo International, Inc. (NYSE: GLC)
today announced it has entered into an agreement with British Airways plc to
purchase all of the issued and outstanding shares of a British Airways
subsidiary, which indirectly owns 7,000,400 shares of Galileo Common Stock, for
a net purchase price of $307.7 million. The acquired shares represent 6.7
percent of Galileo's outstanding shares.
Commenting on this transaction, James E. Barlett, chairman, president and
CEO, stated, "In April we announced the authorization by our Board to purchase
up to $500 million of Galileo Common Stock in the open market or in privately
negotiated transactions. We continue to believe Galileo represents an attractive
investment opportunity. This transaction with British Airways is an effective
use of our cash that will help to further build shareholder value."
The shares purchased will be held in treasury and will be funded through
the Company's available working capital. The transaction is expected to close
upon the satisfaction of customary conditions and the completion of certain
pre-closing transactions.
Galileo International is one of the world's leading providers of electronic
global distribution services for the travel industry. The Company provides
travel agencies at approximately 40,000 locations, as well as other subscribers,
with the ability to access schedule and fare information, book reservations and
issue tickets for more than 500 airlines. Galileo International also provides
subscribers with information and booking capabilities covering all major hotel
chains, car rental companies, cruise lines and numerous tour operators
throughout the world. Further information is available on Galileo's web site:
http://www.galileo.com.
Certain statements are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.
The Company has based these forward-looking statements on current
expectations and projections about future events. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. These
forward-looking statements are subject to risks and uncertainties that could
cause actual events or results to differ materially from the events or results
expressed or implied by the forward-looking statements. There is a caution not
to place undue reliance on these forward-looking statements. Risks and
uncertainties associated with forward-looking statements include, but are not
limited to:
-- the loss and inability to replace the bookings generated by one or more
of the five largest travel agency customers,
-- sensitivity to general economic conditions and events that affect
airline travel and the airlines that participate in the Apollo(R) and Galileo(R)
systems,
-- circumstances relating to the Company's investment in technology,
including the ability to timely develop and achieve market acceptance of new
products, or the Company's failure or the failure of customers and other third
parties to achieve Year 2000 compliance in a timely and cost-effective manner,
-- the results of international operations and expansion into developing
and new CRS markets, governmental approvals, trade and tariff barriers, and
political risks,
-- new or different legal or regulatory requirements governing the CRS
industry, and
-- natural disasters or other calamities that may cause significant damage
to the Company's Data Centre facility.
Exhibit 99.4
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For Further Information:
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Andrea Steffy, Corporate Relations
+ 1 847 518 4973
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL EXPANDS STOCK REPURCHASE PROGRAM TO $750 MILLION
ROSEMONT, Ill., June 17, 1999--Galileo International, Inc. (NYSE: GLC)
today announced that its Board of Directors has authorized the Company to
purchase up to $750 million in Galileo common stock. This is an increase from
the $500 million previously authorized in April 1999.
Purchases will be made periodically in the open market to take advantage of
favorable conditions or in privately negotiated transactions, including
transactions with any of its airline stockholders. They will be funded through
working capital and will have no effect on any current or future growth plans.
James E. Barlett, chairman, president and chief executive officer,
commented, "This repurchase program reflects our continued belief that Galileo
is an attractive investment. Given our recent repurchase of shares owned by the
British Airways subsidiary, this increased authorization provides us with
continued flexibility to be opportunistic in the market. We continue to see
attractive opportunities for growth in our core business as well as through
synergistic alliances and acquisitions; our strong cash flow will enable us to
take advantage of these opportunities going forward."
Repurchased shares will be accumulated by the Company and held in treasury
for the purpose of providing available shares for possible resale in future
public or private offerings, and for other general corporate purposes.
The repurchase program will be carried out in accordance with certain
volume, timing and price constraints imposed by the Securities and Exchange
Commission's rules applicable to such transactions. The amount, timing and price
of purchases will otherwise depend on market conditions and other factors.
Galileo International is one of the world's leading providers of electronic
global distribution services for the travel industry. The Company provides
travel agencies at approximately 40,000 locations, as well as other subscribers,
with the ability to access schedule and fare information, book reservations and
issue tickets for more than 500 airlines. Galileo International also provides
subscribers with information and booking capabilities covering all major hotel
chains, car rental companies, cruise lines and numerous tour operators
throughout the world. Further information is available on Galileo's web site:
http://www.galileo.com.
Certain statements are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.
The Company has based these forward-looking statements on current
expectations and projections about future events. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. These
forward-looking statements are subject to risks and uncertainties that could
cause actual events or results to differ materially from the events or results
expressed or implied by the forward-looking statements. There is a caution not
to place undue reliance on these forward-looking statements. Risks and
uncertainties associated with forward-looking statements include, but are not
limited to:
-- the loss and inability to replace the bookings generated by one or more
of the five largest travel agency customers,
-- sensitivity to general economic conditions and events that affect
airline travel and the airlines that participate in the Apollo(R) and Galileo(R)
systems,
-- circumstances relating to the Company's investment in technology,
including the ability to timely develop and achieve market acceptance of new
products, or the Company's failure or the failure of customers and other third
parties to achieve Year 2000 compliance in a timely and cost-effective manner,
-- the results of international operations and expansion into developing and
new CRS markets, governmental approvals, trade and tariff barriers, and
political risks,
-- new or different legal or regulatory requirements governing the CRS
industry, and
-- natural disasters or other calamities that may cause significant damage
to the Company's Data Centre facility.
Exhibit 99.5
------------
For Further Information:
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Julie Shepherd, TechImage
+ 1 847 705 0040 x225
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL ANNOUNCES REPURCHASE OF 2,790,500 SHARES OF ITS
COMMON STOCK
ROSEMONT, Ill., June 28, 1999--Galileo International, Inc. (NYSE: GLC)
today announced that it has agreed to repurchase 2,790,500 shares of its common
stock owned by affiliates of a group of its airline stockholders consisting of
United Airlines, KLM Royal Dutch Airlines, Alitalia and TAP AirPortugal, for a
total purchase price of approximately $122 million.
The 2,790,500 shares being purchased by Galileo were initially part of the
4,790,500 shares of common stock set aside to cover underwriter over-allotments
in Galileo's recent secondary public offering of 31,937,100 shares, which was
completed on June 3, 1999. The underwriters have elected to purchase the
remaining 2,000,000 shares.
This purchase is being made as part of Galileo's previously announced
$750 million stock repurchase program. Including shares to be repurchased from a
subsidiary of British Airways, open market repurchases, and this $122 million
repurchase, total purchases under the program equal $448 million, and represent
10 million shares of Galileo's common stock. Following completion of these
transactions, public ownership of Galileo's outstanding shares will be
approximately 75 percent.
James E. Barlett, chairman, president and chief executive officer,
commented, "We are extremely pleased to have had the opportunity to participate
in the over-allotment option. It is consistent with our strategy to repurchase
shares in favorable market conditions including transactions with any of our
airline stockholders. We believe that the repurchase of these shares is a very
attractive investment and is in the best interests of Galileo and its
stockholders."
The repurchased shares will be held in treasury for the purpose of
providing available shares for possible resale in future public or private
offerings, and for other general corporate purposes. The repurchases will be
funded through the Company's available working capital and long-term debt.
Galileo International is one of the world's leading providers of
electronic global distribution services for the travel industry. The Company
provides travel agencies at approximately 40,000 locations, as well as other
subscribers, with the ability to access schedule and fare information, book
reservations and issue tickets for more than 500 airlines. Galileo International
also provides subscribers with information and booking capabilities covering all
major hotel chains, car rental companies, cruise lines and numerous tour
operators throughout the world. Further information is available on Galileo's
web site: http://www.galileo.com.
Certain statements are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.
The Company has based these forward-looking statements on current
expectations and projections about future events. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. These
forward-looking statements are subject to risks and uncertainties that could
cause actual events or results to differ materially from the events or results
expressed or implied by the forward-looking statements. There is a caution not
to place undue reliance on these forward-looking statements. Risks and
uncertainties associated with forward-looking statements include, but are not
limited to:
-- the loss and inability to replace the bookings generated by one or more
of the five largest travel agency customers,
-- sensitivity to general economic conditions and events that affect
airline travel and the airlines that participate in the Apollo(R) and Galileo(R)
systems,
-- circumstances relating to the Company's investment in technology,
including the ability to timely develop and achieve market acceptance of new
products, or the Company's failure or the failure of customers and other third
parties to achieve Year 2000 compliance in a timely and cost-effective manner,
-- the results of international operations and expansion into developing and
new CRS markets, governmental approvals, trade and tariff barriers, and
political risks,
-- new or different legal or regulatory requirements governing the CRS
industry, and
-- natural disasters or other calamities that may cause significant damage
to the Company's Data Centre facility.
Exhibit 99.6
------------
For Further Information:
Tammy Bobbitt, Investor Relations
+ 1 847 518 4771
Andrea Steffy, Corporate Relations
+ 1 847 518 4973
Jenny Cropper, Corporate Relations
+ 44 1793 888150
GALILEO INTERNATIONAL COMPLETES REPURCHASE OF SHARES HELD BY BRITISH
AIRWAYS SUBSIDIARY
ROSEMONT, Ill., July 19, 1999--Galileo International, Inc. (NYSE: GLC)
today announced the completion of the purchase of all issued and outstanding
shares of its common stock owned by a British Airways subsidiary. The acquired
shares, which totaled 7,000,400, represented 6.7 percent of Galileo's
outstanding shares. Galileo is now approximately 75 percent publicly held.
Galileo International is one of the world's leading providers of electronic
global distribution services for the travel industry. The Company provides
travel agencies at approximately 40,000 locations, as well as other subscribers,
with the ability to access schedule and fare information, book reservations and
issue tickets for more than 500 airlines. Galileo International also provides
subscribers with information and booking capabilities covering all major hotel
chains, car rental companies, cruise lines and numerous tour operators
throughout the world. Further information about the company is available on
Galileo's web site: http://www.galileo.com.
