-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZT55cRsWrjlfcN7K47vYCpIeh+ltvVuh9vjqqaZh2oPTki9VkJ0800O4CF56W+wN wp9eCFpPrfJGaLxv9FMBZQ== 0000950134-95-000006.txt : 19950508 0000950134-95-000006.hdr.sgml : 19950508 ACCESSION NUMBER: 0000950134-95-000006 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950106 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREYHOUND LINES INC CENTRAL INDEX KEY: 0000813040 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860572343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41800 FILM NUMBER: 95500617 BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147157000 MAIL ADDRESS: STREET 1: P O BOX 660362 CITY: DALLAS STATE: TX ZIP: 75266-0362 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREYHOUND LINES INC CENTRAL INDEX KEY: 0000813040 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860572343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147157000 MAIL ADDRESS: STREET 1: P O BOX 660362 CITY: DALLAS STATE: TX ZIP: 75266-0362 SC 13E4/A 1 AMENDMENT NO.4 TO SCHEDULE 13E4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1995 NO. 5-41800 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 4) GREYHOUND LINES, INC. (Name of Issuer) GREYHOUND LINES, INC. (Name of Person Filing Statement) 8 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE MARCH 31, 2007 (Title of Class of Securities) 398048 AD O (CUSIP Number of Class of Securities) MARK E. SOUTHERST GREYHOUND LINES, INC. 15110 N. DALLAS PARKWAY, SUITE 600 DALLAS, TEXAS 75248 (214) 789-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) --------------------- COPY TO: LAWRENCE D. STUART, JR., ESQ. WEIL, GOTSHAL & MANGES 100 CRESCENT COURT, SUITE 1300 DALLAS, TEXAS 75201 (214) 746-7700 NOVEMBER 23, 1994 (Date Tender Offer First Published, Sent or Given to Security Holders) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER. (b) Based on information provided to the Company on December 21, 1994, by Connor, Clark & Company, Ltd. ("Connor Clark"), a principal stockholder of the Company, to the knowledge of the Company, other than (i) $1,000,000 principal amount of Convertible Debentures beneficially owned by Herbert Abramson, a director of the Company, (ii) $14,000 principal amount of Convertible Debentures beneficially owned by Connor Clark, (iii) $60,000 principal amount of Convertible Debentures beneficially owned by Connor Clark Hedge Fund Limited Partnership, of which the general partner is an affiliate of Connor Clark, (iv) $60,000 principal amount of Convertible Debentures beneficially owned by Connor Clark Hedge Fund Limited Partnership 2, of which the general partner is an affiliate of Connor Clark, and (v) $204,000 principal amount of Convertible Debentures beneficially owned by Gerald R. Connor, the President and Chief Executive Officer of Connor Clark, no officer, director or affiliate of the Company beneficially owns any Convertible Debentures. Mr. Abramson, Mr. Connor and Connor Clark and its affiliates advised the Company that they participated in the Tender Offer on the same basis as the other holders of the Convertible Debentures. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. At a special meeting of the Company's stockholders held on December 21, 1994, the stockholders of the Company approved an amendment to the Company's certificate of incorporation increasing the authorized shares of Common Stock of the Company from 50 million shares to 100 million shares. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (g) At a special meeting of the Company's stockholders held on December 21, 1994, the stockholders of the Company approved an amendment to the Company's certificate of incorporation increasing the authorized shares of Common Stock of the Company from 50 million shares to 100 million shares. ITEM 8. ADDITIONAL INFORMATION. (e) As set forth in the Press Release, dated December 22, 1994, attached hereto as Exhibit 99.(a)(8), the complete text of which is incorporated herein by reference, all conditions to the Tender Offer were satisfied at the expiration of the Tender Offer at 12:00 midnight on December 21, 1994. In accordance with the terms of the Tender Offer, the Company has accepted for conversion the entire $89,021,000 aggregate principal amount of Convertible Debentures tendered at the expiration of the Tender Offer. The Convertible Debentures tendered and accepted represented 90.0011% of the $98,900,000 aggregate principal amount of Convertible Debentures outstanding at the inception of the Tender Offer and sought by the Company pursuant thereto. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------------------- ------------------------------------------------------------------------ 99.(a)(1) -- Form of Offering Circular dated November 23, 1994.* 99.(a)(2) -- Form of Letter of Transmittal, along with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* 99.(a)(3) -- Form of Letter from Greyhound Lines, Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* 99.(a)(4) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients.* 99.(a)(5) -- Form of Notice of Guaranteed Delivery.* 99.(a)(6) -- Form of Supplement to Offering Circular, dated November 30, 1994.* 99.(a)(7) -- Form of Second Supplement to Offering Circular, dated December 13, 1994.* 99.(a)(8) -- Press Release, dated December 22, 1994. 99.(b) -- Not applicable. 99.(c)(1) -- Indenture dated April 10, 1992 between the Company and Shawmut Connecticut Bank, N.A., as Trustee, pursuant to which the Convertible Debentures have been issued (the "Indenture").* 99.(c)(2) -- Form of First Supplemental Indenture to the Indenture.* 99.(c)(3) -- Form of Letter Agreement with various holders of Convertible Debentures relating, among other things, to the Tender Offer.* 99.(d) -- Opinion of Weil, Gotshal & Manges as to certain tax matters (included in the Offering Circular under the heading "Material Federal Income Tax Considerations").* 99.(e) -- Not applicable. 99.(f) -- Not applicable.
- --------------- *Previously filed. 1 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13E-4 is true, complete and correct. GREYHOUND LINES, INC. By: /s/ MARTHA SMITHER Name: Martha Smither Title: Vice President -- Controller Dated: December 21, 1994 2 5 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ---------- ------------------------------------------------------------------------ ----------- 99.(a)(1) -- Form of Offering Circular dated November 23, 1994.* 99.(a)(2) -- Form of Letter of Transmittal, along with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* 99.(a)(3) -- Form of Letter from Greyhound Lines, Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* 99.(a)(4) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients.* 99.(a)(5) -- Form of Notice of Guaranteed Delivery.* 99.(a)(6) -- Form of Supplement to Offering Circular, dated November 30, 1994.* 99.(a)(7) -- Form of Second Supplement to Offering Circular, dated December 13, 1994.* 99.(a)(8) -- Press Release, dated December 22, 1994. 99.(c)(1) -- Indenture dated April 10, 1992 between the Company and Shawmut Connecticut Bank, N.A., as Trustee, pursuant to which to the Convertible Debentures have been issued (the "Indenture").* 99.(c)(2) -- Form of First Supplemental Indenture to the Indenture.* 99.(c)(3) -- Letter Agreements with various holders of Convertible Debentures relating, among other things, to the Tender Offer.* 99.(d) -- Opinion of Weil, Gotshal & Manges as to certain tax matters (included in the Offering Circular under the heading "Material Federal Income Tax Considerations").*
- --------------- * Previously filed. 3 EX-99.(A)(8) 2 PRESS RELEASE DATED DECEMBER 22, 1994 1 [GREYHOUND LINES, INC. LOGO] P.O. BOX 660362 DALLAS, TEXAS 75266-0362 CONTACT: WILBUR L. ROSS, JR. ROTHSCHILD INC. 212-403-3581 FOR IMMEDIATE RELEASE GREYHOUND ANNOUNCES SUCCESSFUL COMPLETION OF BOND TENDER OFFER AND EXTENSION OF RIGHTS OFFERING DALLAS (December 22, 1994) -- Greyhound Lines, Inc. (AMEX: BUS) announced today the successful completion of the tender offer for its 8 1/2% Convertible Subordinated Debentures due 2007 with $89,021,000 or 90.011% of the $98,900,000 issue being tendered. Each $1,000 bond will be converted into approximately 256 shares of the Company's common stock. Greyhound also announced that its $35 million rights offering for 16,279,070 shares has been fully committed as a result of primary subscriptions, committed oversubscriptions and standby purchase agreements. Rightholders have subscribed for 9,369,110 shares, with standby purchase agreements covering the balance of the offering. Due to the holidays and the fact that some shareholders may have not received their subscription materials until very recently, the Company is extending the expiration date for its rights offering to 5:00 p.m. EST on Wednesday, December 28, 1994 to enable greater shareholder participation. Craig Lentzsch, Chief Executive Officer of Greyhound, said, "We are pleased by the overwhelming support from our bondholders and shareholders, their tremendous vote of confidence in the Company, and the fact that we will now be able to close the restructuring this year." Wilbur L. Ross, Jr., Senior Managing Director of Rothschild Inc., financial advisor to Greyhound, said, "We are delighted that we will be able to complete Greyhound's recapitalization only 72 days after announcing our initial proposal on October 17th." Greyhound (Amex: BUS) is the only nationwide provider of intercity bus transportation services. The Company's primary business is scheduled passenger service. The Company also provides package express delivery service and food service at certain terminals. Greyhound provides service to more than 2,600 destinations with a fleet of 1,898 buses. Greyhound's toll-free reservation number is 1-800-231-2222. -----END PRIVACY-ENHANCED MESSAGE-----