1
Filed by Galileo International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed to be filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Galileo International, Inc.
Commission File No. 333-64738
[GALILEO LETTERHEAD]
August 1, 2001
Dear Participant in the Galileo International Savings and Investment Plan (the
"Plan"):
Enclosed with this letter is a voting instruction form that is being
mailed to all Plan participants whose accounts are credited with shares of
Galileo International, Inc. common stock in the Plan's Company Stock Fund. Also
enclosed are the Notice of Special Meeting and proxy statement relating to the
special meeting of Galileo stockholders to be held on August 30, 2001. If you
have not received any of these documents, please contact the undersigned.
The Plan provides for pass-through voting of shares held in the Plan's
Company Stock Fund to Plan participants. This means that shares credited to your
Plan account will be voted by the Plan's Trustee in accordance with your
directions if you properly complete and return your voting instruction form or
complete the telephonic or Internet procedures described on the form. You should
be aware that:
- - If you sign and send in your voting instruction form but do not indicate
how you want to vote, the shares credited to your Plan account will be
voted "FOR" adoption of the merger agreement.
- - If you do not send in your voting instruction form or complete the
telephonic or Internet procedures, the Plan Trustee will not vote these
shares and they will therefore count as votes against the adoption of the
merger agreement.
The foregoing description of the manner in which shares held in the
Plan's stock fund will be voted supersedes all prior descriptions contained in
proxy materials that you may have received, including any references to the
manner in which those shares would be voted contained in the proxy card
previously sent to Galileo's stockholders of record. The number of shares
credited to your Plan account is determined as of the close of business on July
23, 2001.
Please be advised that voting instructions sent to the Plan Trustee
will be tabulated by LaSalle Bank N.A. Your direction to the Plan Trustee or
your decision to refrain from voting will be kept confidential from Galileo and
Cendant Corporation and will not be used to adversely affect your employment
status in any way.
2
Please promptly complete and submit your voting instructions according
to the instructions on the form. Your voting instructions must be received by
LaSalle Bank N.A. no later than August 28, 2001.
Very Truly Yours,
/s/ Lyn Bulman
Lyn Bulman, on behalf of the
Employee Plans Administrative Committee for the
Galileo International Savings and Investment Plan
THIS DOCUMENT IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933 AND IS DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE
ACT OF 1934. CENDANT AND GALILEO HAVE FILED A PROXY STATEMENT-PROSPECTUS DATED
JULY 25, 2001 AND OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER
TRANSACTION WITH THE SEC. INVESTORS ARE URGED TO READ THIS PROXY
STATEMENT-PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. YOU CAN
OBTAIN THE DOCUMENTS FILED WITH THE SEC FREE OF CHARGE AT THE WEB SITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, YOU MAY OBTAIN DOCUMENTS
FILED WITH THE SEC BY GALILEO FREE OF CHARGE BY REQUESTING THEM IN WRITING FROM
GALILEO, 9700 WEST HIGGINS ROAD, SUITE 400, ROSEMONT, ILL, 60018, ATTENTION:
INVESTOR RELATIONS, OR BY TELEPHONE AT (847) 518-4000.
GALILEO AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM GALILEO'S STOCKHOLDERS. A LIST
OF THE NAMES OF THOSE DIRECTORS AND EXECUTIVE OFFICERS AND DESCRIPTIONS OF THEIR
INTERESTS IN GALILEO AND THIS TRANSACTION ARE CONTAINED IN THE PROXY
STATEMENT-PROSPECTUS DATED JULY 25, 2001.