<PAGE>
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: October 20, 2000
(Date of earliest event reported)
GALILEO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-13153 36-4156005
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
</TABLE>
9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 518-4000
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 19, 2000, the Board of Directors of Galileo International, Inc.
(the "Company") authorized management to explore strategic alternatives for the
Company to maximize shareholder value. Such alternatives include, but are not
limited to, a leveraged buyout or sale to a strategic buyer. There is no
assurance that any transaction will be completed. The board has begun the search
for a financial advisor to explore and evaluate possible alternatives, and
anticipates naming a financial advisor shortly. The Company is filing herewith
the press release issued by the Company as Exhibit 99.1 that is incorporated
herein by reference.
This 8-K contains statements that 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. We have based these forward-looking statements
on our current expectations and projections about future events. We undertake
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. You are cautioned not
to place undue reliance on these forward-looking statements. Risks and
uncertainties associated with our forward-looking statements include, but are
not limited to: the loss and inability to replace the bookings generated by
one or more of our five largest travel agency customers; our ability to
effectively execute our sales initiatives in key markets; our sensitivity to
general economic conditions and events that affect airline travel and the
airlines that participate in our Apollo'r' and Galileo'r' systems; circumstances
relating to our investment in technology, including our ability to timely
develop and achieve market acceptance of new products; our ability to
successfully expand our operations and service offerings in new markets,
including the on-line travel market; our ability to manage administrative,
technical and operational issues presented by our expansion plans and
acquisitions of other businesses; our ability to deliver to Galileo and to
outside customers a new, Internet protocol-based network as planned, and for
the cost and within the time frame currently estimated; the results of our
international operations and expansion into developing and new computerized
reservation system ("CRS") markets and other travel distribution channels,
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 our
Data Center facility.
<PAGE>
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press Release
</TABLE>
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
--------------------
James E. Barlett
Chairman, President
and Chief Executive Officer
Dated: October 20, 2000
<PAGE>
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<S> <C>
99.1 Press Release
</TABLE>
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.....'r'
