-----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, Ne9kwVs5e1cmP+3fZVEhJSwlucLf13SyO9yh27Wp2DABqakI8DHbLnWZRCLQQ/Ak F1FJgEz8X5igDxdrFkcoKA== 0000950134-97-001945.txt : 19970320 0000950134-97-001945.hdr.sgml : 19970320 ACCESSION NUMBER: 0000950134-97-001945 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970317 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970319 SROS: AMEX FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10841 FILM NUMBER: 97559496 BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147157000 MAIL ADDRESS: STREET 1: 15110 N DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 8-K 1 FORM 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): March 17, 1997 GREYHOUND LINES, INC. (Exact name of Registrant as Specified in Charter) DELAWARE 1-10841 86-0572343 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.)
15110 N. DALLAS PARKWAY SUITE 600 DALLAS, TEXAS 75248 (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code: (972) 789-7000 ================================================================================ 2 ITEM 5. OTHER EVENTS. On March 17, 1997, Greyhound Lines, Inc. (the "Company") issued the press release filed herewith as Exhibit 99.1 in connection with its concurrent offerings (the "Offerings") of % Senior Notes due 2007 (the "Senior Notes") and % Convertible Exchangeable Preferred Stock (the "Preferred Stock"). As set forth in the press release, the net proceeds of the Offerings, if consummated, will be used to retire certain long-term indebtedness of the Company, including the Company's currently outstanding 10% Senior Notes due 2001 (the "10% Senior Notes"), to acquire Carolina Coach Company ("Carolina Trailways") and to fund the purchase of certain terminal facilities currently leased by the Company. In connection with each Offering, the Company prepared a preliminary offering memorandum which, in each case, contains a pro forma financial statement of operations for the year ended December 31, 1996, and a pro forma balance sheet as of December 31, 1996. These pro forma financial statements are set forth below. 2 3 The following unaudited pro forma condensed consolidated financial information (the "Pro Forma Financial Information") has been prepared to illustrate the effects on the Company's results of operations and financial position of the Offerings and the application of the net proceeds therefrom. The Pro Forma Financial Information is based on the historical audited financial statements of the Company and the historical financial statements of Carolina Trailways, which the Company entered into an agreement to acquire on March 5, 1997. The following Pro Forma Financial Information should be read in conjunction with the historical financial statements of the Company, included in the Company's Annual Report on Form 10-K filed with Securities and Exchange Commission on March 19, 1997. The financial information presented for Carolina Trailways is derived from unaudited financial information of Carolina Trailways as of and for the year ended December 31, 1996, which management believes will not differ materially from the audited financial statements of Carolina Trailways currently being prepared. The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1996 gives effect to the Offerings and the application of the net proceeds therefrom as if such transactions had occurred on January 1, 1996. The Unaudited Pro Forma Condensed Consolidated Statement of Financial Position as of December 31, 1996 gives effect to the Offerings and the application of the net proceeds therefrom as if such transactions had occurred on that date. The Pro Forma Financial Information is not necessarily indicative of either future results of operations or the results that might have occurred had the transactions taken place on the indicated dates. The pro forma adjustments are based upon available information. These adjustments are directly attributable to the transactions referenced above, and are expected to have a continuing impact on the Company's business, results of operations, and financial position. The purchase of Carolina Trailways will be accounted for using the purchase method of accounting, pursuant to which the total purchase costs of the acquisition will be allocated to the tangible and intangible assets and liabilities acquired based upon their estimated fair values. The final allocation of the purchase price will be determined upon the receipt of final appraisals of the acquired assets; however, such allocation is not expected to differ materially from the preliminary allocation. 3 4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996
CAROLINA 1996 TRAILWAYS OFFERING 1996 HISTORICAL AS ADJUSTED(a) ADJUSTMENTS PRO FORMA ---------- -------------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Operating Revenues Transportation services Regular route............................. $597,779 $15,803 $ -- $613,582 Package express........................... 33,527 381 -- 33,908 Food services................................ 21,363 -- -- 21,363 Other operating revenues..................... 48,189 450 -- 48,639 -------- ------- -------- -------- Total operating revenues............. 700,858 16,634 -- 717,492 -------- ------- -------- -------- Operating Expenses Maintenance.................................. 73,441 2,429 -- 75,870 Transportation............................... 170,979 3,645 -- 174,624 Agents' commissions and station costs........ 131,715 2,938 -- 134,653 Marketing, advertising and traffic........... 25,811 122 -- 25,933 Insurance and safety......................... 41,088 619 -- 41,707 General and administration................... 80,496 2,336 -- 82,832 Depreciation and amortization................ 30,683 1,297 132(b) 32,112 Operating taxes and licenses................. 49,831 713 -- 50,544 Operating rents.............................. 53,993 -- (458)(b) 53,535 Cost of goods sold -- food services......... 13,774 -- -- 13,774 Other operating expenses..................... 8,243 4 -- 8,247 -------- ------- -------- -------- Total operating expenses............. 680,054 14,103 (326) 693,831 -------- ------- -------- -------- Operating Income............................... 20,804 2,531 326 23,661 Interest Expense............................... 27,346 920 15,375(c) 22,893 (1,466)(d) (15,267)(e) (3,117)(f) (702)(g) (142)(b) (534)(a) 480(h) Gain on Sale of Asset.......................... -- 305 -- 305 -------- ------- -------- -------- Income (Loss) Before Income Taxes and Extraordinary Items.......................... (6,542) 1,916 5,699 1,073 Income Tax Provision........................... 62 70 -- 132 -------- ------- -------- -------- Income (Loss) Before Extraordinary Items....... (6,604) 1,846 5,699 941 Preferred Stock Dividends...................... -- -- 4,350(i) 4,350 -------- ------- -------- -------- Net Income (Loss) Attributable to Common Shareholders Before Extraordinary Items...... $ (6,604) $ 1,846 $ 1,349(j) $ (3,409) ======== ======= ======== ======== Net Loss Per Share of Common Stock Before Extraordinary Items.......................... $ (0.11) $ (0.06) Weighted Average Shares Outstanding............ 58,263 58,263 Ratios of Earnings to Fixed Charges and Preferred Stock Dividends(k)................. -- --
See Accompanying Notes to Pro Forma Financial Information. 4 5 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1996
CAROLINA 1996 TRAILWAYS OFFERING 1996 HISTORICAL AS ADJUSTED(a) ADJUSTMENTS PRO FORMA ---------- -------------- ----------- --------- (IN THOUSANDS) Current Assets Cash and cash equivalents............... $ 898 $ 1,587 $ -- $ 2,485 Other current assets.................... 60,416 2,958 -- 63,374 -------- ------- --------- -------- Total current assets............ 61,314 4,545 -- 65,859 Property, Plant and Equipment, net of accumulated depreciation............. 314,454 2,745 5,250(b) 322,449 Insurance and Security Deposits......... 76,180 -- -- 76,180 Intangibles, net of accumulated amortization......................... 20,970 26,924 4,729(l) 52,623 Other Long Term Assets.................. 27,364 232 -- 27,596 -------- ------- --------- -------- Total assets.................... $500,282 $34,446 $ 9,979 $544,707 ======== ======= ========= ======== Current Liabilities Accrued liabilities..................... $ 53,500 $ 1,494 $ (857)(m) $ 47,776 (6,361)(n) Current maturities of long-term debt.... 11,662 1,783 (7,326)(n) 6,023 (96)(b) Other current liabilities............... 53,287 1,908 -- 55,195 -------- ------- --------- -------- Total current liabilities....... 118,449 5,185 (14,640) 108,994 Reserve for Injuries and Damages.......... 40,099 -- -- 40,099 Revolving Credit Facility................. 10,665 25,900 (25,452)(o) 11,113 10% Senior Notes.......................... 138,679 -- (138,679)(n) -- % Senior Notes due 2007................. -- -- 150,000(p) 150,000 Other Long-Term Debt...................... 54,899 2,727 (1,464)(b) 56,162 Less: Current Maturities.................. (11,662) (1,783) 7,422(n)(b) (6,023) Other Liabilities......................... 8,272 2,417 -- 10,689 -------- ------- --------- -------- Total liabilities............... 359,401 34,446 (22,813) 371,034 -------- ------- --------- -------- Stockholders' Equity Preferred stock......................... -- -- 60,000(q) 60,000 Common stock............................ 585 -- -- 585 Capital in excess of par value.......... 229,104 -- (2,250)(q) 226,854 Retained deficit........................ (81,237) -- (24,958)(j) (106,195) Less: Unfunded accumulated pension obligation........................... (6,533) -- -- (6,533) Less: Treasury stock, at cost........... (1,038) -- -- (1,038) -------- ------- --------- -------- Total stockholders' equity...... 140,881 -- 32,792 173,673 -------- ------- --------- -------- Total liabilities and stockholders' equity.......... $500,282 $34,446 $ 9,979 $544,707 ======== ======= ========= ========
See Accompanying Notes to Pro Forma Financial Information. 5 6 NOTES TO PRO FORMA FINANCIAL INFORMATION (a) The Company has entered into an agreement to acquire Carolina Trailways. The acquisition is to be accounted for as a purchase business combination. The purchase price, including acquisition costs, is estimated to be $21.2 million and has been allocated as follows (in thousands): Tangible assets purchased................................... $ 7,522 Liabilities assumed......................................... 13,246 Purchase price in excess of net tangible assets (goodwill)................................................ 26,924
The adjusted condensed statement of operations data of Carolina Trailways includes adjustments to (1) reduce compensation paid to officers to amounts agreed to for periods after the acquisition and to eliminate management fees paid to former stockholders, (2) record additional depreciation expense based on new property, plant and equipment values, and (3) record amortization of goodwill over 30 years. Approximately $4.4 million of existing Carolina Trailways indebtedness is to be repaid upon the closing of such acquisition with a portion of the net proceeds of the Offerings and is reflected as an Offering adjustment. (b) Represents the concurrent sale of an interest in one terminal, repayment of related mortgage debt and the purchase of four other terminals with a portion of the net proceeds of the Offering. (c) Represents the interest expense related to the Senior Notes at an assumed interest rate of 10.25% per annum. (d) Represents elimination of the additional interest expense related to certain interest rate swap agreements. (e) Represents elimination of the interest expense related to the 10% Senior Notes to be retired. (f) Represents elimination of the amortization of the discount on the 10% Senior Notes to be retired. (g) Represents elimination of the interest expense on borrowings under the Company's credit facility to be repaid with a portion of the net proceeds of the Offerings. (h) Represents amortization of deferred debt issuance costs related to the Senior Notes. (i) Represents the payment of cash dividends on the Preferred Stock at an assumed dividend rate of 7.25% per annum. (j) Excludes an approximately $28.9 million extraordinary loss at January 1, 1996 on early extinguishment of debt related to the interest rate swap agreements and unamortized debt discount and repayment premium related to the 10% Senior Notes. The extraordinary loss would have been approximately $25.0 million at December 31, 1996 and will be recorded in the period the Offerings are consummated. (k) As of December 31, 1996, earnings were insufficient to cover fixed charges by $6.5 million on an historical basis, and $3.8 million on a pro forma basis, giving effect to all adjustments described above. If, however, the pro forma ratio of earnings to fixed charges were calculated to give effect only to the refinancing of the 10% Senior Notes and the issuance only of sufficient Senior Notes and Preferred Stock therefor, earnings would have been insufficient to cover fixed charges by $4.2 million. (l) Represents issuance costs related to the Senior Notes. (m) Represents the payment of accrued interest on the interest rate swap agreements. (n) Represents the payment of the outstanding principal balance and accrued interest of the 10% Senior Notes with a portion of the net proceeds of the Offerings. 6 7 (o) Represents the payment of the purchase price and acquisition costs of Carolina Trailways ($21.2 million) and the repayment of Carolina Trailways indebtedness ($4.4 million) with a portion of the net proceeds of the Offerings. (p) Represents the issuance of the Senior Notes. (q) Represents the issuance of 2,400,000 shares of Preferred Stock at $25.00 per share pursuant to the Offering, and the reduction to capital in excess of par value for estimated issuance costs. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Press release dated March 17, 1997. 7 8 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. GREYHOUND LINES, INC. By: ---------------------------------- Steven L. Korby Executive Vice President, Chief Financial Officer and Treasurer Date: March 19, 1997 8 9 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 -- Press release dated March 17, 1997.
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 GREYHOUND LINES ANNOUNCES PRIVATE OFFERINGS OF SECURITIES DALLAS, TX (March 17, 1997) -- Greyhound Lines, Inc., (Amex: BUS) announced today that it is commencing two private offerings of its securities. The offerings are expected to be resold by the initial purchaser pursuant to Rule 144A under the Securities Act of 1933. Greyhound will be offering $150 million aggregate principal amount of a new class of senior notes and $60 million liquidation preference of a new class of convertible exchangeable preferred stock (plus up to an additional $9.0 million liquidation preference solely to cover over-allotments, if any). The net proceeds from these offerings will be used to retire certain long-term indebtedness of Greyhound, including its current outstanding 10% Senior Notes due 2001, to fund the Company's pending acquisition of Carolina Trailways, and to acquire certain real estate currently leased by the Company. The senior notes and convertible exchangeable preferred stock to be sold in the foregoing offerings will not and have not been registered under the Securities Act of 1933, as amended, or any state securities or blue sky laws, and may not be offered or sold in the United States or in any state thereof absent registration or an applicable exemption from the registration requirements of such laws. Greyhound is the only nationwide provider of intercity bus transportation, serving more than 2,470 destinations with a fleet of approximately 2,000 buses. The Company also provides package express delivery service, charter service, and food service at certain terminals. -----END PRIVACY-ENHANCED MESSAGE-----