-----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, HLeVZeOR2ipxm++7a6ggUDC1oX1zId4p34zRgagQ5YGmKumnVALUmwzJeXNKA3nx syK3gsgVRH7QQz0+4CKW6A== 0000950134-02-000429.txt : 20020413 0000950134-02-000429.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020117 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020118 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: 2512307 BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897000 MAIL ADDRESS: STREET 1: 15110 N DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 8-K 1 d93641e8-k.txt FORM 8-K UNITED STATES 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 JANUARY 17, 2002 Date of Report (Date of earliest event reported) Commission file number 1-10841 GREYHOUND LINES, INC. and its Subsidiaries identified in Footnote (1) below (Exact name of registrant as specified in its charter) DELAWARE 86-0572343 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 15110 N. DALLAS PARKWAY, SUITE 600 DALLAS, TEXAS 75248 (Address of principal executive offices) (Zip code) (972) 789-7000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) CO-REGISTRANTS This Form 8-K is also being filed by the following entities. Except as set forth below, each entity has the same principal executive offices, zip code and telephone number as that set forth for Greyhound Lines, Inc. on the cover of this report:
I.R.S. EMPLOYER JURISDICTION COMMISSION IDENTIFICATION OF NAME FILE NO. NO. INCORP. - ---- ---------- --------------- ------------ Atlantic Greyhound Lines of Virginia, Inc. 333-27267-01 58-0869571 Virginia GLI Holding Company 333-27267-04 75-2146309 Delaware Greyhound de Mexico, S.A. de C.V. 333-27267-05 None Republic of Mexico Sistema Internacional de Transporte de Autobuses, Inc. 333-27267-08 75-2548617 Delaware 802 Commerce Street, 3rd Floor Dallas, Texas 75201 (214) 849-8616 Texas, New Mexico & Oklahoma Coaches, Inc. 333-27267-10 75-0605295 Delaware 1313 13th Street Lubbock, Texas 79408 (806) 763-5389 T.N.M. & O. Tours, Inc. 333-27267-11 75-1188694 Texas (Same as Texas, New Mexico & Oklahoma Coaches, Inc.) Vermont Transit Co., Inc. 333-27267-12 03-0164980 Vermont 345 Pine Street Burlington, Vermont 05401 (802) 862-9671
2 GREYHOUND LINES, INC. AND SUBSIDIARIES ITEM 5. OTHER EVENTS In a press release dated January 17, 2002, Greyhound Lines, Inc. announced that passenger miles over the 2001 holiday period posted an increase of 10.3 percent, driven by a 16.1 percent increase in trip length over the December holiday. "We saw an increase in long haul business during the Thanksgiving and Christmas holidays, attributed in part to customers who chose to travel by bus versus air," said Craig Lentzsch, president and CEO, Greyhound Lines, Inc. "The Thanksgiving holiday laid the foundation for Christmas with trip length increasing 8.4 percent and passenger miles down only 1 percent from last year. Because Christmas fell on a Tuesday, it was a better long distance holiday than Thanksgiving." For the fourth quarter, passenger ticket sales declined 7.4 percent at its 300 largest electronic reporting locations. While long haul passenger traffic grew, declines continued in short haul passengers, those taking trips of 450 miles or less. This change in passenger mix resulted in an increase in average trip length for the quarter of 9.5 percent and, because longer trips produce lower revenue per passenger mile, contributed to the 6.7 percent decrease in yield for the quarter. Passenger miles were down a modest 0.8 percent during the quarter. "While weakness in the Northeastern United States and low retail fuel prices have decreased our short haul business, I have been very encouraged by the strength in long haul trips and the improving trend in sales performance," said Lentzsch. During the month of December, passenger ticket sales declined just 4.3 percent, compared to declines of 7.1 percent in November and 11.9 percent in October. Sales for the Christmas holiday were below last years by 3.5 percent, and for the Thanksgiving period sales were down 9 percent. During the fourth quarter, Greyhound obtained a one-year extension of its $125 million Revolving Credit Facility to October 24, 2003. The Company also financed most of its recent equipment deliveries through a seven-year, $30 million operating lease. As of January 11, 2002, the Company had outstanding borrowings under the Revolving Credit Facility of $52 million, issued letters of credit of $26.5 million and retained availability of $46.5 million. Statements in this filing that are not purely historical facts may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties that 3 could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include factors described from time to time in the Company's other publicly available Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this filing. All passenger ticket sales and statistics included in this filing are unaudited, are for Greyhound Lines, Inc. only and do not include the Company's bus operating subsidiaries. These statistics are for sales generated by the Company's largest locations that report sales electronically and the same locations are used for comparable periods. The Company's smaller locations and subsidiaries may not show the same rate of change in sales and passenger counts. It is necessary to adjust the sales totals for refunds, unredeemed tickets, interline activity and other miscellaneous items to reflect revenues and related statistics for financial statement purposes. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 10.18 Amendment Number One to Loan and Security Agreement among Greyhound Lines, Inc., as Borrower, the Financial Institutions named as Lenders, and Foothill Capital Corporation as Agent dated as of November 14, 2001. 4 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 thereunto duly authorized. Date: January 17, 2002 GREYHOUND LINES, INC. By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer ATLANTIC GREYHOUND LINES OF VIRGINIA, INC. By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer GLI HOLDING COMPANY By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer GREYHOUND de MEXICO, S.A. de C.V. By: /s/ Cheryl W. Farmer -------------------------------------------------- Cheryl W. Farmer Examiner SISTEMA INTERNACIONAL de TRANSPORTE de AUTOBUSES, INC. By: /s/ Cheryl W. Farmer -------------------------------------------------- Cheryl W. Farmer Senior Vice President and Chief Financial Officer TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC. By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer T.N.M. & O. TOURS, INC. By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer VERMONT TRANSIT CO., INC. By: /s/ Jeffrey W. Sanders -------------------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ------- ----------- 10.18 Amendment Number One to Loan and Security Agreement among Greyhound Lines, Inc., as Borrower, the Financial Institutions named as Lenders, and Foothill Capital Corporation as Agent dated as of November 14, 2001.
6 EX-10.18 3 d93641ex10-18.txt AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT EXHIBIT 10.18 AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT This Amendment Number One to Loan and Security Agreement ("Amendment") is entered into as of November 14, 2001, by and between Greyhound Lines, Inc., a Delaware corporation ("Borrower"), the various financial institutions that are or may from time to time become parties to the Agreement referred to below (collectively, the "Lenders" and each individually a "Lender"), and Foothill Capital Corporation, a California corporation as agent for the Lenders ("Agent") in light of the following: A. Borrower, Lenders, and Agent have previously entered into that certain Loan and Security Agreement, dated as of October 24, 2000 (the "Agreement"). B. Borrower, Lenders, and Agent desire to amend the Agreement as provided for and on the conditions herein. NOW, THEREFORE, Borrower, Lenders, and Agent hereby amend and supplement the Agreement as follows: 1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein. 2. AMENDMENTS. (a) The definition of "Eurodollar Rate Margin" in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows: "Eurodollar Rate Margin" means: (a) 2.0% per annum from and including the Closing Date until the first adjustment pursuant to clause (b) hereof; or (b) on the first day of the first month following delivery to Agent of the financial statements of Borrower required pursuant to Section 6.4(a) for any March, June, September, or December, commencing with December 2000, together with the corresponding certificate of Borrower's Chief Financial Officer pursuant to Section 6.4(d) for the twelve month period ending on the last day of such month, the percentage per annum set forth below corresponding to the Total Indebtedness to Consolidated Cash Flow ratio for such twelve month period: 1
Total Indebtedness to Consolidated Cash Flow Ratio Eurodollar Rate Margin ---------------------------- ---------------------- 4.25:1.0 or greater 2.50% Less than 4.25:1.0, but greater than or 2.25% equal to 3.75:1.0 Less than 3.75:1.0 2.00%
Notwithstanding anything in this definition to the contrary, in the event that, with respect to any twelve month period of Borrower which shall end on a fiscal year end, the audited financial statements of Borrower required under Section 6.4 for such fiscal year shall indicate a Total Indebtedness to Consolidated Cash Flow ratio for such twelve month period (as determined by Agent and agreed to by Borrower) greater than that reflected in the Compliance Certificate delivered to Agent for such twelve month period (and the difference is not attributable to a change in accounting methodology), the Eurodollar Rate Margin shall be adjusted retroactively (to the effective date of the Eurodollar Rate Margin which was determined based upon the delivery of such incorrect Compliance Certificate) to reflect a Eurodollar Rate Margin based upon the Total Indebtedness to Consolidated Cash Flow ratio determined from the audited financial statements and Borrower shall make payments to Agent on behalf of the Lenders to reflect such adjustment. Any such changes in the Eurodollar Rate Margin shall only affect Eurodollar Rate Loans with Interest Periods that commenced on or after the effective date of such change. (b) Section 3.4 of the Agreement is hereby amended and restated in its entirety to read as follows: 3.4 Term. This Agreement shall become effective upon the execution and delivery hereof by Borrower and the Lender Group and shall continue in full force and effect for a term ending on the earlier of (a) October 24, 2003 (the "Maturity Date"), or (b) termination hereof by the Lender Group pursuant to Section 9.1(b) following an Event of Default. (c) Subsection (i) of Section 2.2(a) of the Agreement is hereby amended and restated in its entirety to read as follows: (i) Subject to the terms and conditions of this Agreement, Agent agrees to issue letters of credit for the account of Borrower (each, an "L/C") or to issue guarantees of payment (each such guaranty, an "L/C Guaranty") with respect to letters of credit issued by Issuer for the account of Borrower, in an aggregate undrawn and unreimbursed amount not to exceed on any date the least of (x) the Borrowing Base less the aggregate amount of all Advances outstanding on such date, (y) the Maximum Revolving Amount less the aggregate amount of all Advances outstanding on such date, and (z) $35,000,000. 3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and the Lenders that all of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all material respects as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier event). 2 4. NO DEFAULTS. Borrower hereby affirms to Agent and the Lenders that no Event of Default has occurred and is continuing as of the date hereof. 5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon the following: (a) Payment by Borrower to Agent, for the ratable benefit of the Lenders, of an amendment fee in the aggregate amount of $625,000, such fee to be charged to Borrower's loan account pursuant to Section 2.7(e) of the Agreement; (b) Receipt by Agent of a copy of this Amendment executed by Borrower and Lenders. 6. CONDITION SUBSEQUENT. As a condition subsequent to the effectiveness of this Amendment, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed shall permit the Agent to create a reserve against the Borrowing Base under Section 2.1(a)(y) after October 24, 2002, by such amount as determined by Agent in its sole discretion): (a) Within 45 days of the date of this Amendment, Borrower shall have delivered to Agent endorsements to the policies of title insurance with respect to the Core Real Property Collateral and amendments to Mortgages, the form and substance of which shall be reasonably satisfactory to Agent and its counsel. 7. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent's reasonable out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, title insurance endorsement, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 8. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. FOOTHILL CAPITAL CORPORATION, as Agent and as a Lender By: ------------------------------------------ Title: ------------------------------------ CONGRESS FINANCIAL CORPORATION, as a Lender By: ------------------------------------------ Title: ------------------------------------ FLEET CAPITAL CORPORATION, as a Lender By: ------------------------------------------ Title: ------------------------------------ TRANSAMERICA BUSINESS CREDIT, as a Lender By: ------------------------------------------ Title: ------------------------------------ SUNROCK CAPITAL CORP., as a Lender By: ------------------------------------------ Title: ------------------------------------ GREYHOUND LINES, INC. By: ------------------------------------------ Title: ------------------------------------ 4 Each of the undersigned has executed a Continuing Guaranty in favor of the Lender Group (as defined in each Continuing Guaranty) respecting the obligations of Greyhound Lines, Inc., a Delaware corporation ("Borrower") owing to the Lender Group. Each of the undersigned acknowledges the terms of the above Amendment and reaffirms and agrees that its Continuing Guaranty remains in full force and effect; nothing in such Continuing Guaranty obligates the Lender Group to notify the undersigned of any changes in the financial accommodations made available to Borrower or to seek reaffirmations of the Continuing Guaranty; and no requirement to so notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation. ATLANTIC GREYHOUND LINES OF VIRGINIA, INC., a Virginia corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer SISTEMA INTERNACIONAL DE TRANSPORTE DE AUTOBUSES, INC., a Delaware corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer GLI HOLDING COMPANY, a Delaware corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC., a Delaware corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 5 VERMONT TRANSIT CO., INC., a Vermont corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer T.N.M. & O. TOURS, INC., a Texas corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer PEORIA ROCKFORD BUS LINES, L.L.C., a Delaware limited liability company By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer ASI ASSOCIATES, INC., a Hawaii corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer CAROLINA COACH COMPANY, a Virginia corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 6 SEASHORE TRANSPORTATION COMPANY, a North Carolina corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer LSX DELIVERY, L.L.C., a Delaware limited liability company By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer VALLEY GARAGE COMPANY, a Texas corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer VALLEY TRANSIT CO., INC., a Texas corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer ON TIME DELIVERY SERVICE, INC., a Minnesota corporation By: --------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----