CUSIP No. 363547 10 0 Page 1 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )[FN1]
Galileo International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
363547 10 0
(CUSIP Number)
July 30, 1997
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
--------
[FN1]The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 363547 10 0 Page 2 of 10 Pages
1) Name of Reporting Person British Airways
I.R.S. Identification plc
No. of Above Person
(Entities Only)
- -----------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ X ]
3) SEC Use Only
4) Citizenship or Place United Kingdom
of Organization
Number of 5) Sole Voting 7,000,400
Shares Beneficially Power (owned by DSI and
Owned by Each subject to Stock-
Reporting Person holders' Agreement)
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 7,000,400
tive Power (owned by DSI and
subject to Stock-
holders' Agreement)
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 7,000,400
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 6.7%
Amount in Row (9)
12) Type of Reporting
Person CO
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CUSIP No. 363547 10 0 Page 3 of 10 Pages
1) Name of Reporting Person BritAir Holdings
I.R.S. Identification Limited
No. of Above Person
(Entities Only)
- -----------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ X ]
3) SEC Use Only
4) Citizenship or Place United Kingdom
of Organization
Number of 5) Sole Voting 7,000,400
Shares Beneficially Power (owned by DSI and
Owned by Each subject to Stock-
Reporting Person holders' Agreement)
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 7,000,400
tive Power (owned by DSI and
subject to Stock-
holders' Agreement)
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 7,000,400
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 6.7%
Amount in Row (9)
12) Type of Reporting
Person CO
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CUSIP No. 363547 10 0 Page 4 of 10 Pages
1) Name of Reporting Person BritAir Acquisition
I.R.S. Identification Corp. Inc.
No. of Above Person
(Entities Only)
- -----------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ X ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 7,000,400
Shares Beneficially Power (owned by DSI and
Owned by Each subject to Stock-
Reporting Person holders' Agreement)
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 7,000,400
tive Power (owned by DSI and
subject to Stock-
holders' Agreement)
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 7,000,400
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 6.7%
Amount in Row (9)
12) Type of Reporting
Person CO
<PAGE>
CUSIP No. 363547 10 0 Page 5 of 10 Pages
1) Name of Reporting Person Distribution
I.R.S. Identification Systems, Inc.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ X ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 7,000,400
Shares Beneficially Power (subject to
Owned by Each Stockholders'
Reporting Person Agreement)
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 7,000,400
tive Power (subject to
Stockholders'
Agreement)
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 7,000,400
Owned by Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 6.7%
Amount in Row (9)
12) Type of Reporting
Person CO
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CUSIP No. 363547 10 0 Page 6 of 10 Pages
Schedule 13G
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 Persons Filing:
British Airways plc ("BA")
BritAir Holdings Limited ("BHL")
BritAir Acquisition Corp. Inc. ("BAC")
Distribution Systems, Inc. ("DSI")
The securities reported herein as being held by the Reporting Persons
are directly beneficially owned by DSI. DSI is a wholly-owned subsidiary of BAC,
which is a wholly-owned subsidiary of BHL, which is a wholly-owned subsidiary of
BA. BAC, BHL and BA may be deemed to indirectly beneficially own the securities
owned by DSI.
Item 2(b) - Address of Principal Business Office:
Waterside (BEB3(, P.O. Box 365
Harmondsworth
West Drayton UB7 0GB
England
Item 2(c) - Place of Organization:
BA and BHL: United Kingdom
BAC and DSI: Delaware
Item 2(d) - Title of Class of Securities:
Common Stock, $.01 par value ("Common Stock")
Item 2(e) - CUSIP Number: 363547 10 0
Item 3 - Statements Filed Pursuant to Rules 13d-1(b) or 13d-
2(b):
Not applicable.
Item 4 - Ownership.
(a) Amount Beneficially Owned:
7,000,400 shares of Common Stock (see Item 2(a) above)
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CUSIP No. 363547 10 0 Page 7 of 10 Pages
(b) Percent of Class: 6.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
7,000,400 shares of Common Stock, subject to a Stockholders'
Agreement dated as of July 30, 1997 by and among the Issuer,
certain of its stockholders and certain related parties of such
stockholders (the "Stockholders' Agreement")
(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 shares of Common Stock, 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:
Not applicable.
Item 6 - Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7 - Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Company:
Not applicable.
Item 8 - Identification and Classification of Members of the
Group:
See Exhibit 2.
Item 9 - Notice of Dissolution of Group: Not applicable.
Item 10 - Certification: Not applicable.
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CUSIP No. 363547 10 0 Page 8 of 10 Pages
Signature:
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.
BRITISH AIRWAYS PLC
By /s/ Paul Jarvis
Name: Paul Jarvis
Title: Assistant Secretary
BRITAIR HOLDINGS LIMITED
By /s/ Gail Redwood
Name: Gail Redwood
Title: Director
BRITAIR ACQUISITION CORP. INC.
By /s/ Paul C. Jasinki
Name: Paul C. Jasinki
Title: Secretary
DISTRIBUTION SYSTEMS, INC.
By Paul C. Jasinki
Name: Paul C. Jasinki
Title: Secretary
Date: May 3, 1999
<PAGE>
CUSIP No. 363547 10 0 Page 9 of 10 Pages
EXHIBIT 1
AGREEMENT OF
BRITISH AIRWAYS PLC,
BRITAIR HOLDINGS LIMITED
BRITAIR ACQUISITION CORP. INC.
AND
DISTRIBUTION SYSTEMS, INC.
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the Information Statement on
Schedule 13G to which this Agreement is annexed as Exhibit 1 is filed on behalf
of each of them in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
BRITISH AIRWAYS PLC
By /s/ Paul Jarvis
Name: Paul Jarvis
Title: Assistant Secretary
BRITAIR HOLDINGS LIMITED
By /s/ Gail Redwood
Name: Gail Redwood
Title: Director
BRITAIR ACQUISITION CORP. INC.
By /s/ Paul C. Jasinki
Name: Paul C. Jasinki
Title: Secretary
DISTRIBUTION SYSTEMS, INC.
By Paul C. Jasinki
Name: Paul C. Jasinki
Title: Secretary
Date: May 3, 1999
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CUSIP No. 363547 10 0 Page 10 of 10 Pages
EXHIBIT 2
Identification and Classification
of Members of the Group
DSI is a Delaware company and wholly-owned subsidiary of BAC. BAC is a
Delaware company and wholly-owned subsidiary of BHL. BHL is a United Kingdom
company and wholly-owned subsidiary of BA. BA is a United Kingdom company.
