-----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, MPYv/1OlI3Ifwr060STjRvlcwKPhD+qf4yl+O7JGMqJL8wFygDSXoADAtDGiFFNn PT+Dj85ViUXUhJRicTpuKQ== 0000950134-97-003265.txt : 19970429 0000950134-97-003265.hdr.sgml : 19970429 ACCESSION NUMBER: 0000950134-97-003265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970416 ITEM INFORMATION: Other events FILED AS OF DATE: 19970428 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: 97588936 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): April 16, 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. In connection with its concurrent offerings (the "Offerings") of 11 1/2% Senior Notes due 2007 (the "Notes") and 8 1/2% Convertible Exchangeable Preferred Stock (the "Preferred Stock") completed April 16, 1997, the Company prepared a final offering memorandum for each offering 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 17,250 (c) 24,768 (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 3,824 (802) Income Tax Provision........................... 62 -- -- 62 -------- ------- -------- -------- Income (Loss) Before Extraordinary Items....... (6,604) 1,916 3,824 (864) Preferred Stock Dividends...................... -- -- 5,100 (i) 5,100 -------- ------- -------- -------- Net Income (Loss) Attributable to Common Shareholders Before Extraordinary Items...... $ (6,604) $ 1,916 $ (1,276) (j) $ (5,964) ======== ======= ======== ======== Net Loss Per Share of Common Stock Before Extraordinary Items.......................... $ (0.11) $ (0.11) Weighted Average Shares Outstanding............ 58,263 58,263 Ratio 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 due 2007................. 138,679 -- (138,679) (n) -- 11 1/2% 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) adjust depreciation expense based on new property, plant and equipment values and lives, 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. (c) Represents the interest expense related to the Notes. (d) Represents elimination of the additional interest expense related to the interest rate swap agreements. (e) Represents elimination of the interest expense related to the 10% Senior Notes due 2007 (the "10% Senior Notes"). (f) Represents elimination of the amortization of the discount on the 10% Senior Notes. (g) Represents elimination of the interest expense on borrowings under the Revolving 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 Notes. (i) Represents the payment of cash dividends on the Preferred Stock (assuming the over-allotment option is not exercised). (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 $6.5 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 Notes and Preferred Stock therefor, earnings would have been insufficient to cover fixed charges by $6.4 million. See Note (g) to "Selected Consolidated Financial Information." (l) Represents issuance costs related to the 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. 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). (p) Represents the issuance of the Notes. (q) Represents the issuance of 2,400,000 shares of Preferred Stock at $25.00 per share pursuant to the Preferred Stock Offering, and the reduction to capital in excess of par value for estimated issuance costs (assuming the over-allotment option is not exercised). 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: /s/ STEVEN L. KORBY ---------------------------------- Steven L. Korby Executive Vice President, Chief Financial Officer and Treasurer Date: April 28, 1997 8 -----END PRIVACY-ENHANCED MESSAGE-----