-----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, X2ih0Knl85JBvyfBA0rMvaFmHA2CFBoBqWX945akU5oDSB3XlFKdI6qJqSGDYO9E feGoaPjqjy7noo8q+VL+rQ== 0000950134-95-000033.txt : 19950608 0000950134-95-000033.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950134-95-000033 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950113 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56131 FILM NUMBER: 95501394 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 424B3 1 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED 11-29-94 1 FILE NO. 33-56131 FILED PURSUANT TO RULE 424(C) PROSPECTUS SUPPLEMENT, DATED JANUARY 13, 1995 (TO PROSPECTUS DATED NOVEMBER 29, 1994) (LOGO) 16,279,070 SHARES GREYHOUND LINES, INC. COMMON STOCK --------------------- Reference is made to the Prospectus dated November 29, 1994 relating to the offering by Greyhound Lines, Inc. (the "Company") of up to 16,279,070 shares of its common stock, par value $.01 per share (the "Common Stock"), pursuant to transferable rights issued to persons who were on November 29, 1994 holders of record of Common Stock. All capitalized terms used in this Prospectus Supplement and not otherwise defined herein are used herein with the meaning given those terms in the Prospectus. RESULTS OF THE RIGHTS OFFERING On December 22, 1994, the Company announced that each of the Minimum Proceeds Condition and the Minimum Tender Condition had been satisfied. The Rights Offering was extended until 5:00 p.m. New York City Time on December 28, 1994 to permit additional stockholders to exercise their Primary Subscription Privileges and their Over-Subscription Privileges. In the Rights Offering, 7,384,880 shares were subscribed for pursuant to Primary Subscription Privileges, 2,240,046 shares were subscribed for pursuant to Over-Subscription Privileges (including 2,181,977 shares pursuant to the Committed Oversubscription (as defined below)) and 6,654,144 shares were subscribed for pursuant to the Standby Purchase Arrangements described below. STANDBY PURCHASERS AND COMMITTED OVERSUBSCRIPTION Prior to the Rights Expiration Time, the Company reached agreements with two persons to act as standby purchasers (the "Standby Purchasers") in the Rights Offering. The Standby Purchasers committed to purchase, in the aggregate, up to 7,045,000 New Shares, to the extent that there were any New Shares remaining after all Primary Subscription Privileges and Over-Subscription Privileges exercised in the Rights Offering had been satisfied in full. In addition, accounts managed by Snyder Capital Management, Inc. committed to oversubscribe (the "Committed Oversubscription") for up to 2,182,000 New Shares. The material terms of the standby purchase agreements and of the arrangements with respect to the Committed Oversubscription are described below. Transportation Manufacturing Operations, Inc. Transportation Manufacturing Operations, Inc. ("TMO"), a wholly owned subsidiary of Motor Coach Industries International, Inc. ("MCII"), agreed to act as a Standby Purchaser in the Rights Offering. Motor Coach Industries, Inc. ("MCI"), a subsidiary of TMO, is the Company's principal supplier of new motor coaches. TMO agreed to purchase, at the Exercise Price, up to 6,395,000 New Shares to the extent that there were New Shares remaining at the conclusion of the Rights Offering. The Company agreed that TMO, at its option, could assign its standby purchase obligations to another affiliate of MCII. TMO assigned its standby purchase obligations to Motor Coach Industries Limited. 2 As an inducement to serve as a Standby Purchaser, the Company paid TMO a commitment fee equal to $137,492.50 (representing 1% of TMO's total standby purchase commitment), and a takedown fee equal to $387,267.29 (representing 3% of the Exercise Price paid for the New Shares actually purchased by TMO pursuant to the standby commitment). In addition, the Company extended the term of the Bus Purchase Requirements Agreement dated March 18, 1987 between the Company, MCI and Transit Bus International, Inc., which also is a subsidiary of MCII, from March 18, 1997 to March 18, 1998. The Company must purchase at least 75% of its new bus requirements, if any, pursuant to that agreement. The Company also has agreed that, not later than 45 days (the "Repayment Date") after January , 1995, the Company will prepay (the "Required Prepayment") a portion of the "purchase price" to become due and payable under a Conditional Sales Contract and Security Agreement entered into in 1994 between the Company and MCI and assigned to MCI Acceptance Corp. ("MCIAC"), a wholly owned subsidiary of MCII. The Conditional Sales Contract to be repaid arose out of the financing of certain intercity coaches purchased by the Company in 1994, and the obligations thereunder currently bear interest at the prime rate plus 1.5% per annum and mature over ten years. The Required Prepayment will be financed from the proceeds of a refinancing of all or a portion of the bus financing provided by MCIAC and/or from available borrowings under the New Credit Facility so long as there is no default thereunder. Any portion of the Required Prepayment that is not made on time will begin accruing interest, as of the Repayment Date, at an additional rate of 1/2% per annum per week until paid in full (up to the maximum interest rate permitted under applicable law). In addition, the Company has agreed that it will use its best efforts to refinance, on commercially reasonable terms, all other amounts owed to MCIAC. At December 31, 1994, the aggregate principal amount owed to MCIAC was approximately 20,570,590 million. As part of the standby purchase agreement, the Company also has granted TMO two demand registration rights with respect to the New Shares purchased by it, and will bear all the expenses (other than discounts and commissions and fees and expenses of TMO's counsel) of effecting the registration of those shares. Connor, Clark & Company, Ltd. Connor, Clark & Company, Ltd. ("Connor Clark"), the Company's largest shareholder, agreed to act as a Standby Purchaser with respect to up to 650,000 New Shares, all of which were purchased by it upon the conclusion of the Rights Offering. As an inducement to serve as a Standby Purchaser, the Company paid Connor Clark a commitment fee of $13,975 (representing 1% of Connor Clark's total standby purchase commitment) and a takedown fee of $69,875 (representing 5% of the Exercise Price) in respect of the New Shares actually purchased by it pursuant to the standby purchase commitment. Connor Clark and certain of its affiliates tendered an aggregate of $1,338,000 principal amount of Convertible Debentures in the Conversion on the same basis as the other holders of the Convertible Debentures. Snyder Capital Management, Inc. Snyder Capital Management, Inc. ("SCM"), on behalf of 49 accounts managed by it (the "SCM Accounts"), committed to oversubscribe for up to an aggregate of 2,181,977 New Shares. Because the SCM Accounts exercised their Oversubscription Privileges, and because there were sufficient unsubscribed shares available, the SCM Accounts received all the shares for which they had oversubscribed before any New Shares were taken by the Standby Purchasers. In consideration for the Committed Oversubscription, the Company paid each SCM Account a commitment fee equal to 1% of the aggregate Exercise Price for each account's pro rata portion of the Committed Oversubscription (or $46,912.51 in the aggregate to the SCM Accounts taken as a whole). In addition, each SCM Account received a fee equal to 5% of the Exercise Price actually paid for any New Shares acquired pursuant to the Committed Oversubscription (or $234,562.53 in the aggregate to the SCM Accounts taken as a whole). 2 -----END PRIVACY-ENHANCED MESSAGE-----