0000950134-95-002327.txt : 19950925 0000950134-95-002327.hdr.sgml : 19950925 ACCESSION NUMBER: 0000950134-95-002327 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950921 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-61331 FILM NUMBER: 95575129 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 S-3/A 1 AMENDMENT #2 TO S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1995. REGISTRATION NO. 33-61331 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- GREYHOUND LINES, INC. (Exact Name of Company as Specified in Its Charter) DELAWARE 86-0572343 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 15110 N. DALLAS PARKWAY, SUITE 600 MARK E. SOUTHERST, GENERAL COUNSEL DALLAS, TEXAS 75248 15110 NORTH DALLAS PARKWAY, SUITE 600 (214) 789-7000 DALLAS, TEXAS 75248 (Address, Including Zip Code, and (214) 789-7000 Telephone Number, (Name, Address, Including Zip Code, and Including Area Code, of Company's Principal Telephone Number, Executive Offices) Including Area Code, of Agent for Service)
Copies to: LAWRENCE D. STUART, JR. HENRY D. KAHN WEIL, GOTSHAL & MANGES PIPER & MARBURY L.L.P. 100 CRESCENT COURT, SUITE 1300 53 WALL STREET DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10005 --------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / --------------------- THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Amendment No. 2 to Registration Statement on Form S-3 of Greyhound Lines, Inc. (No. 33-61331) has been prepared solely for the purposes of filing certain exhibits to the Registration Statement and completing Item 14 of Part II of the Registration Statement. Accordingly, this Amendment No. 2 consists of the Registration Statement cover page, Part II to the Registration Statement and exhibits to the Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses payable in connection with the offering of the securities to be registered and offered hereby. All of such expenses are estimates, other than the registration fee payable to the Securities and Exchange Commission. Securities and Exchange Commission Registration Fee............................... $ 15,310 NASD Fee.......................................................................... 4,940 American Stock Exchange Additional Listing Fee.................................... 17,500 Blue Sky Fees and Expenses........................................................ 5,000 Printing and Engraving Expenses................................................... 50,000 Legal Fees and Expenses........................................................... 80,000 Accounting Fees and Expenses...................................................... 70,000 Miscellaneous..................................................................... 7,250 -------- TOTAL................................................................... $250,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company is incorporated in Delaware. Under Section 145 of the General Corporation Law of the State of Delaware, a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any such action, suit or proceeding. Article Sixth of the Restated Certificate of Incorporation of the Company provides for mandatory indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. Reference is made to the Restated Certificate of Incorporation filed as exhibit 4.1 hereto. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Seventh of the Restated Certificate of Incorporation of the Company provides that, to the fullest extent permitted by the General Corporation Law of the State of Delaware, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person thereof in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered pursuant to this Registration Statement, the Company will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-1 4 ITEM 16. EXHIBITS. The following is a list of all exhibits filed as a part of this Registration Statement. 1.1 -- Form of Selling Agency Agreement.(6) 4.1 -- Restated Certificate of Incorporation of Greyhound Lines, Inc.(1) 4.2 -- Restated Bylaws of Greyhound Lines, Inc.(1) 4.3 -- Article Fourth of the Restated Certificate of Incorporation of the Company relating to its capital stock.(2) 4.4 -- Certificate of Amendment to the Restated Certificate of Incorporation of the Company amending Article Four thereof.(3) 4.5 -- Certificate of Amendment to the Restated Certificate of Incorporation of the Company amending Article Eight thereof.(4) 4.6 -- Certificate of Designation of Series A Junior Preferred Stock of the Company.(4) 5.1 -- Opinion of Weil, Gotshal & Manges.(5) 23.1 -- Consent of Weil, Gotshal & Manges. (included in Exhibit 5.1) 23.2 -- Consent of Arthur Andersen LLP.(5) 24.1 -- Power of Attorney.(6)
--------------- (1) Incorporated by reference from the Registration Statement on Form S-1 (File Nos. 33-45060-01 and 33-45060-02) regarding the Company's 8 1/2% Convertible Subordinated Debentures due 2007. (2) Incorporated by reference from the Company's Registration Statement on Form S-3 (File No. 33-61044). (3) Incorporated by reference from the Company's Registration Statement on Form S-8 (File No. 33-63506) regarding the Company's 1991 and 1993 Management Stock Option Plans. (4) Incorporated by reference from the Company's Quarterly Report in Form 10-Q for the quarter ended June 30, 1994. (5) Filed herewith. (6) Previously filed. ITEM 17. UNDERTAKINGS. (a) See Item 15. (b) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective. (c) For the purpose of determining any liabilities under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (d) For purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 21st day of September, 1995. GREYHOUND LINES, INC. By: /s/ STEVEN L. KORBY Steven L. Korby Executive Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------------------------------------------- ---------------------------- ------------------- * Chairman of the Board and September 21, 1995 Thomas G. Plaskett Director * Director, President and September 21, 1995 Craig R. Lentzsch Chief Executive Officer (Principal Executive Officer) /s/ STEVEN L. KORBY Executive Vice President, September 21, 1995 Steven L. Korby Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) * Director September 21, 1995 Richard J. Caley * Director September 21, 1995 Alfred E. Osborne, Jr. * Director September 21, 1995 Herbert Abramson * Director September 21, 1995 Frank L. Nageotte * Director September 21, 1995 Stephen M. Peck * Director September 21, 1995 Ernest P. Werlin *By: /s/ STEVEN L. KORBY September 21, 1995 Steven L. Korby Attorney-in-Fact
II-3 EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 [WEIL, GOTSHAL & MANGES LETTERHEAD] September 20, 1995 Greyhound Lines, Inc. 15110 North Dallas Parkway, Suite 600 Dallas, Texas 75248 Ladies and Gentlemen: We have acted as counsel to Greyhound Lines, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-3 (No. 33-61331) (the "Registration Statement") under the Securities Act of 1933, as amended, relating to the proposed offering of up to 10,004,144 shares of the common stock, par value $.01 per share, of the Company (the "Common Stock"), of which up to 4,000,000 shares will be issued and sold by the Company (the "Company Shares") and up to 6,004,144 shares will be sold by an existing stockholder (the "Selling Stockholder") of the Company (the "Secondary Shares"). The Secondary Shares will be sold, and the Company Shares will be issued and sold, pursuant to a Selling Agency Agreement (the "Agreement") to be entered into among the Company, the Selling Stockholder and Rothschild Inc. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation of the Company, as amended, the form of Agreement filed as an exhibit to the Registration Statement, and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the 2 Greyhound Lines, Inc. September 20, 1995 Page 2 Company. We have also assumed for the purposes hereof that the Agreement will be executed in substantially the form filed as an exhibit to the Registration Statement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. Upon adoption by the Board of Directors of the Company or a duly authorized committee thereof of resolutions establishing the final terms upon which the Company Shares will be issued and sold, the Company Shares will be duly authorized and, when issued and delivered to the purchasers thereof against payment therefor in accordance with the terms of the Agreement, will be validly issued, fully paid and nonassessable. 3. The Secondary Shares are duly authorized, validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. Those opinions may not be used or relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Consent also is given to the reference to this firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/ Weil, Gotshal & Manges EX-23.2 3 EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 14, 1995, except with respect to the matters discussed in Note 20, as to which the date is March 30, 1995, included in Greyhound Lines, Inc. s Form 10-K for the year ended December 31, 1994, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Dallas, Texas, September 20, 1995