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: March 10, 2000
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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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On March 10, 2000 Galileo International, Inc. (the "Company") and Galileo
Acquisition Co., a Delaware corporation and wholly-owned subsidiary of the
Company ("Galileo AC"), consummated the acquisition of TRIP.com, Inc., a
Delaware corporation ("TRIP.com") engaged in the online travel reservations
business. The acquisition was effected by means of a merger of TRIP.com with and
into Galileo AC pursuant to the Merger Agreement by and among the Company,
Galileo AC and Trip.com dated February 7, 2000 (the "Merger"). Pursuant to the
Merger, shareholders of Trip.com received consideration consisting of an
aggregate of $105,085,947 in cash and 5,499,630 shares of common stock of the
Company, par value $0.01. Following the merger, TRIP.com became a wholly-owned
subsidiary of the Company. The sources of funds for the cash portion of the
Merger consideration were proceeds of a loan under a $200,000,000 credit
facility with Bank of America.
The amount of the consideration was determined in arms-length negotiations,
wherein the Company and Trip.com each were represented by independent counsel
and financial advisors. As a condition to the closing of the Merger, the Company
and LaSalle Bank N.A., as escrow agent, entered into an escrow agreement to
provide for the escrow of $20,000,000 of the cash portion of the Merger
consideration. Such escrow will be available for a period of six months for any
adjustments to the Merger consideration that are required by the Merger
Agreement.
The Company is incorporating herein by reference the Merger Agreement,
which was filed as Exhibit 10.8 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1999. The Company also is filing herewith the press
release issued by the Company as Exhibit 99.2 that is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial statements of business acquired.
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It is impracticable to file the required financial
statements at the time this Current Report on Form
8-K is being filed. Such financial statements will be
filed within 60 days of March 25, 2000, the latest
date on which this Current Report on Form 8-K may be
filed.
(b) Pro forma financial information.
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It is impracticable to file the required unaudited
pro forma financial information at the time this
Current Report on Form 8-K is being filed. Such
financial statements will be filed within 60 days of
March 25, 2000, the latest date on which this Current
Report on Form 8-K may be filed.
(c) Exhibits.
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99.1 Merger Agreement by and among Galileo International, Inc.,
Galileo Acquisition Co. and TRIP.com dated February 7, 2000 (1)
99.2 Press Release
(1) Incorporated by reference to Exhibit 10.8 to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1999
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: March 24, 2000
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Exhibit 99.2
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Galileo International Finalizes Acquisition of TRIP.com
ROSEMONT, Ill., and DENVER, March 14 /PRNewswire/ -- Galileo International,
Inc. (NYSE: GLC), a leading global travel distribution services company,
announced today that it completed its acquisition of TRIP.com, the popular
one-stop online travel services company focused on the specialized needs of
business travelers. The acquisition, which was finalized on March 10, positions
Galileo as one of the Internet's premier providers of end-to-end travel services
for consumers, travel agents and travel suppliers. (Photo:
http://www.newscom.com/cgi-bin/prnh/20000208/GALILEO
http://www.newscom.com/cgi-bin/prnh/20000208/LUBINSKI)
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"We are clarifying and leveraging the equities of our respective brands: Galileo
as a leading technology and Internet enabler for the travel industry, and
TRIP.com -- also a technology innovator -- as the premier Internet brand for the
demanding online needs of the business traveler," said James E. Lubinski,
executive vice president of Operations for Galileo International.
"We share a common vision for the future of online travel," said Brian Thomson,
CEO of TRIP.com. "Organizations that focus their resources on servicing the
demanding traveler will shape, define and win the online travel marketplace."
About Galileo International
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 on Galileo International is available
on its Web site, www.galileo.com.
About TRIP.com
TRIP.com is the premier one-stop online travel services and technology provider
devoted to the mobile professional market. Award-winning interactive
applications such as flightTRACKER, the flight-monitoring software that displays
real-time commercial information including speed, altitude and heading, have
positioned TRIP.com as an industry pioneer. TRIP.com launched intelliTRIP, a
revolutionary travel search agent, in May 1999, and companyTRIP, addressing the
travel management needs of small- to medium-sized enterprises, in October 1999.
Over three and a half million members of TRIP.com enjoy a host of tools and
services such as round-the-clock reservation capabilities, city, restaurant and
hotel information, as well as 24-hour personalized customer service. TRIP.com
has won a host of prestigious awards for its compelling content, ease of use,
utility and proven experience in the online travel space. Recent awards include
Gomez Advisors' #1 "customer confidence" ranking, Forbes Best of the Web 1999
and Windows Magazine 101 Best Web Sites. Yahoo! Internet Life awarded
flightTRACKER a "Best of the Web 1999" winner and PC Computing touts TRIP.com as
one of 1999's Top 10 Travel sites. intelliTRIP was also pegged as a 'real deal'
by Travel & Leisure Magazine.
intelliTRIP is a trademark of TRIP.com. All other trademarks used in this
document are the trademarks of their respective owners.
