-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S56s7RkaYkke8EbKc+aLELxQvi3SdTAyrMwRjIOpz+/ULS6LfPfO2xQBGDE2T1oi iYPCJADuQpj0GcDwJFkSqQ== 0000914760-95-000102.txt : 19951006 0000914760-95-000102.hdr.sgml : 19951006 ACCESSION NUMBER: 0000914760-95-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951005 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC INTERNATIONAL SERVICES CORP CENTRAL INDEX KEY: 0000727066 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 952877371 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11404 FILM NUMBER: 95578812 BUSINESS ADDRESS: STREET 1: 1600 KAPIOLANI BLVD STE 825 CITY: HONOLULU STATE: HI ZIP: 96814 BUSINESS PHONE: 8089264242 MAIL ADDRESS: STREET 1: 1600 KAPIOLANI BLVD STREET 2: SUITE 825 CITY: HONOLULU STATE: HI ZIP: 96814 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 2, 1995 PACIFIC INTERNATIONAL SERVICES CORP. (Exact Name of Registrant as Specified in Its Charter) California (State or Other Jurisdiction of Incorporation) 0-11404 95-2877371 (Commission File Number) (I.R.S. Employer Identification Number) 1600 Kapiolani Boulevard, Suite 825, Honolulu, Hawaii 96814 (Address of Principal Executive Offices) (808) 926-4242 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. Pacific International Services Corp. (the "Company") has entered into an agreement to sell its rental car division to Dollar Systems, Inc. ("Dollar Systems"). The Company has issued a press release on October 2, 1995, the terms of which are incorporated herein by reference. Item 7. Financial Statements and Exhibits. 99.1 Press Release issued on October 2, 1995. 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. PACIFIC INTERNATIONAL SERVICES CORP. (Registrant) Date: October 2, 1995 By: /s/ Alan M. Robin Alan M. Robin President EX-99 2 For more information, contact: Alan Robin, PISC Honolulu, Hawaii (808)926-4242 OCTOBER 2, 1995 FOR IMMEDIATE RELEASE HONOLULU, Hawaii. Pacific International Services Corp. (PISC), (the "Company") previously announced that it had entered into an agreement with Dollar Systems, Inc. ("Dollar"), to sell (the "Sale") its vehicle rental operations (the "Division"), which encompass an exclusive license to operate as a Dollar Rent A Car licensee in the state of Hawaii. If the Sale is consummated on its current terms, the Company would sell substantially all of the assets used in or related to its rental operations to Dollar for (a) $1,500,000 in cash subject to adjustment based on the net worth of the Division at closing and subject to further adjustment based on an audited closing balance sheet to be completed after closing and (b) assumption of certain liabilities of the Company's subsidiary, South Seas Motors, Inc. ("South Seas"), through the Company operates its vehicle sales division. In order to facilitate the Sale, Dollar agreed to permanently waive and forgive certain fees due to Dollar from the Company under the existing license agreement between the parties. Pursuant to the terms of the existing sale, the Company would be required to use the proceeds of the Sale to effect an exchange offer for the Company's existing debentures pursuant to Rule 3 (a) (9) of the Securities Act of 1933. The Company is currently negotiating with Dollar in order to seek an increase in the cash portion of the purchase price. The Company has requested an increase to a maximum of $2,625,000. As of the date of this press release, Dollar has not agreed to increase the cash portion of the purchase price. The Company is also engaged in discussions with certain of its largest debentureholders regarding the terms of a possible exchange offer. Under the existing Sale terms, the Company has agreed to make an exchange offer to its debentureholders. While the Company has reached no decision on the method of implementing the exchange offer, it anticipates that the maximum consideration received by a debentureholder in the exchange offer would be its pro rata share of the $2,625,000 of the cash portion of the purchase price minus certain expenses, a pro rate share of 30% of the common stock of the company, and a pro rate share of $1,050,000 principal amount of debentures containing terms and conditions substantially similar to the existing issue, but stripped of all covenants other that payment obligations. At the time of this press release, the Company has not reached agreement with any of its debentureholders regarding the terms of the exchange offer. Unless the Company receives the agreement of its major debentureholders, it believes it will be unable to pay the maximum compensation referred to above in consummating the exchange offer. -----END PRIVACY-ENHANCED MESSAGE-----