UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-1(c))
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Galileo International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
363547 10 0
(CUSIP Number)
Michelle V. Bryan
US Airways, Inc.
2345 Crystal Drive, Arlington VA 22227
(703) 872-5306
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject of this Schedule
13G, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
(page 1 of 5)
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1) Names of Reporting Persons
US Airways, Inc. and USAM Corp. (USAM Corp., organized under
the laws of the State of Delaware, is a wholly-owned subsidiary
of US Airways, Inc.).
I.R.S. Identification Nos. of Above Persons (entities only)
US Airways, Inc. 53-0218143
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware
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Number of (5) Sole Voting Power 7,000,400 subject to
Shares Bene- Stockholders' Agreement
ficially --------------------------------------------------
Owned by (6) Shared Voting Power 0
Each Report- --------------------------------------------------
ing Person (7) Sole Dispositive Power 7,000,400
With: --------------------------------------------------
(8) Shared Dispositive Power 0
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9) Aggregate Amount Beneficially Owned By Each Reporting Person
7,000,400
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10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented by Amount in Row (9)
6.7%
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(page 2 of 5)
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12) Type of Reporting Person (See Instructions)
US Airways, Inc. = CO
USAM Corp. = CO
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Item 1(a)
Name of Issuer: Galileo International, Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices: 9700 West
Higgins Road, Suite 400, Rosemont, Illinois 60018
Item 2(a)
Name of Person Filing: US Airways, Inc. and USAM Corp.
Item 2(b)
Address of Principal Business Office or, if none, Residence:
2345 Crystal Drive, Arlington, VA 22227
Item 2(c)
Citizenship: Inapplicable
Item 2(d)
Title of Class of Securities: Common Stock, $.01 par value
Item 2(e)
CUSIP Number: 363547 10 0
Item 3
Inapplicable
Item 4
Ownership
(a) Amount Beneficially Owned: 7,000,400
(b) Percent of Class: 6.7%
(page 3 of 5)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 7,000,400,
subject to that certain Stockholders' Agreement,
dated as of July 30, 1997 (the "Stockholders'
Agreement"), among Galileo International, Inc.,
certain of its stockholders and certain related
parties of such stockholders.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 7,000,400, subject to the
Stockholders' Agreement
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5
Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following box [ ].
Item 6
Ownership of More than Five Percent on Behalf of Another
Person: Inapplicable
Item 7
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: Inapplicable
Item 8
Identification and Classification of Members of the Group:
Inapplicable
Item 9
Notice of Dissolution of Group: Inapplicable
(page 4 of 5)
Item 10
Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 17, 1998
US Airways, Inc.
By: /s/ Michelle V. Bryan
----------------------
Name/Title: Michelle V. Bryan, Vice President, Deputy
General Counsel and Secretary
USAM Corp.
By: /s/ Monica H. Roye
-------------------
Name/Title: Monica H. Roye, Secretary
(this space intentionally left blank)
(page 5 of 5)
