-----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, IdF2whgYhX3UZEdkakL4rbu6pLJ+r+NcmwSI6ArfqYdpwuQmmx4n9C8amCN9zfRB bhTmRwqYRuF+fl87y68GHQ== 0000950134-95-002517.txt : 19951019 0000950134-95-002517.hdr.sgml : 19951019 ACCESSION NUMBER: 0000950134-95-002517 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19951018 EFFECTIVENESS DATE: 19951106 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63507 FILM NUMBER: 95581533 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-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 18, 1995. Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- GREYHOUND LINES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 86-0572343 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) MARK E. SOUTHERST 15110 N. DALLAS PARKWAY, SUITE 600 15110 N. DALLAS PARKWAY, SUITE 600 DALLAS, TEXAS 75248 DALLAS, TEXAS 75248 (214) 789-7000 (Address, Including Zip Code, of Registrant's (Name, Address, Including Zip Code, and Principal Executive Offices) Telephone Number, Including Area Code, of Agent for Service)
GREYHOUND LINES, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN GREYHOUND LINES, INC. 1995 LONG TERM STOCK INCENTIVE PLAN GREYHOUND LINES, INC. 1995 DIRECTORS' STOCK INCENTIVE PLAN THE CHARLES A. LYNCH STOCK OPTION PLAN THE ROBERT B. GILL STOCK OPTION PLAN THE THOMAS F. MEAGHER STOCK OPTION PLAN (Full Title of the Plans) CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered (1) Registered (1) Per Share (2) Offering Price (2) Registration Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 Par Value (3) 4,575,810 Shares $ 3.6799 $ 16,838,318 $ 5,810 ========================================================================================================================
(1) Shares of common stock, $.01 par value per share ("Common Stock"), of Greyhound Lines, Inc. (the "Company") being registered hereby relate to the following plans: (1) the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan (200,000 shares) (2) the Greyhound Lines, Inc. 1995 Long Term Stock Incentive Plan (4,000,000 shares), (3) the Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan (300,000 shares), (4) the Charles A. Lynch Stock Option Plan (50,810 shares), (5) the Robert B. Gill Stock Option Plan (15,000 shares), and (6) the Thomas F. Meagher Stock Option Plan (10,000 shares) (collectively, the "Plans"). Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there is also being registered an indeterminate amount of additional shares of Common Stock as may become issuable as a result of stock splits, stock dividends or similar transactions. (2) In accordance with section (h)(1) of Rule 457 promulgated under the Securities Act, calculated on the basis of (i) the aggregate exercise price of options to purchase up to 2,207,286 shares of Common Stock previously issued and outstanding under the Plans and (ii) the average of the high and low price of the Common Stock as reported on the American Stock Exchange on October 16, 1995 for options to purchase up to 2,368,524 shares of Common Stock available to be granted under the Plans. (3) Including associated Rights to purchase Series A Junior Preferred Stock of the Company. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-10841), as amended by Form 10-K/A; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and (c) The description of the Company's Common Stock, contained in the Company's Registration Statement on Form 10 filed August 23, 1991, as amended by Form 8, Amendment No. 6 (File No. 1-10841) filed under Section 12(g) of the Exchange Act on April 14, 1993, and Form 8-K filed March 30, 1994 including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. II-1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the Common Stock upon exercise of options granted under the Plans has been passed upon for the Company by Mark E. Southerst, Vice President, General Counsel and Secretary of the Company. As of October 16, 1995, Mr. Southerst beneficially owned 4,499.95 shares of Common Stock of the Company, including 3,000 shares of Common Stock subject to options exercisable within 60 days of the date hereof. ITEM 6. 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 any liability and 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. 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 such director, officer or controlling person in II-2 4 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 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) 4.7 - Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan.(5) 4.8 - First Amendment to the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan.(6) 4.9 - Second Amendment to the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan.(7) 4.10 - Greyhound Lines, Inc. 1995 Long-Term Stock Incentive Plan.(8) 4.11 - Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan.(8) 4.12 - The Charles A. Lynch Stock Option Plan.(9) II-3 5 4.13 - The Robert B. Gill Stock Option Plan.(9) 4.14 - The Thomas F. Meagher Stock Option Plan.(9) 5.1 - Opinion of Mark E. Southerst, Vice President and General Counsel to the Company regarding the validity of the Common Stock registered hereby.(9) 23.1 - Consent of Mark E. Southerst, Vice President and General Counsel to the Company (included in Exhibit 5.1). 23.2 - Consent of Arthur Andersen LLP.(9) 24.1 - Power of Attorney (included on the Signature Page in Part II of this Registration Statement). ___________________ (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 on Form 10-Q for the quarter ended June 30, 1994. (5) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993. (6) Incorporated by referenced from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. (7) Incorporated by referenced from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (8) Incorporated by referenced from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. (9) Filed herewith. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-4 6 (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Notwithstanding the foregoing, the Company is not required to provide the information described in (a)(1)(i) and (a)(1)(ii) above if such information is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated in this Registration Statement by reference. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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. (c) See Item 6. [The remainder of this page is intentionally left blank.] II-5 7 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 29th day of September, 1995. GREYHOUND LINES, INC. By: /s/ STEVEN L. KORBY ----------------------------------------- Steven L. Korby Executive Vice President, Chief Financial Officer and Treasurer Each person whose signature to this Registration Statement appears below hereby appoints Craig R. Lentzsch, Steven L. Korby and Mark E. Southerst, and each of them, any one of whom may act without the joinder of the other, as his agent and attorney-in-fact to sign on his behalf individually and in the capacity stated below and to file all post- effective amendments to this Registration Statement, which amendments may make such changes in and additions to this Registration Statement as such agent and attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ THOMAS G. PLASKETT Chairman of the Board and Director September 29, 1995 ---------------------------------------------- Thomas G. Plaskett /s/ CRAIG R. LENTZSCH Director, President and Chief September 29, 1995 ---------------------------------------------- Executive Officer (Principal Craig R. Lentzsch Executive Officer) /S/ STEVEN L. KORBY Executive Vice President, Chief September 29, 1995 ---------------------------------------------- Financial Officer and Treasurer Steven L. Korby (Principal Financial and Accounting Officer)
II-6 8
Signature Title Date /s/ RICHARD J. CALEY Director September 29, 1995 ---------------------------------------------- Richard J. Caley /s/ ALFRED E. OSBORNE, JR. Director September 29, 1995 ---------------------------------------------- Alfred E. Osborne, Jr. /s/ HERBERT ABRAMSON Director September 29, 1995 ---------------------------------------------- Herbert Abramson /s/ FRANK L. NAGEOTTE Director September 29, 1995 ---------------------------------------------- Frank L. Nageotte /s/ STEPHEN M. PECK Director September 29, 1995 ---------------------------------------------- Stephen M. Peck /s/ ERNEST P. WERLIN Director September 29, 1995 ---------------------------------------------- Ernest P. Werlin
II-7 9 EXHIBIT INDEX
Exhibit No. Description - ------- ----------- 4.1 Restated Certificate of Incorporation of Greyhound Lines, Inc. 4.2 Restated Bylaws of Greyhound Lines, Inc. 4.3 Article Fourth of the Restated Certificate of Incorporation of the Company relating to its capital stock. 4.4 Certificate of Amendment to the Restated Certificate of Incorporation of the Company amending Article Four thereof. 4.5 Certificate of Amendment to the Restated Certificate of Incorporation of the Company amending Article Eight thereof. 4.6 Certificate of Designation of Series A Junior Preferred Stock of the Company. 4.7 Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan. 4.8 First Amendment to the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan 4.9 Second Amendment to the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan 4.10 Greyhound Lines, Inc. 1995 Long-Term Stock Incentive Plan. 4.11 Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan. 4.12 The Charles A. Lynch Stock Option Plan. 4.13 The Robert B. Gill Stock Option Plan. 4.14 The Thomas F. Meagher Stock Option Plan. 5.1 Opinion of Mark F. Southerst, Vice President and General Counsel to the Company regarding the validity of the Common Stock registered hereby. 23.1 Consent of Mark F. Southerst, Vice President and General Counsel to the Company (included in Exhibit 5.1.)
10 23.2 Consent of Arthur Andersen LLP. 24.1 Power of Attorney (included on the Signature Page in Part II of this Registration Statement).
EX-4.12 2 THE CHARLES A. LYNCH STOCK OPTION PLAN 1 EXHIBIT 4.12 Direct Dial:(214)789-7407 Telecopier:(214)789-740312 May 16, 1995 Mr. Charles A. Lynch Fresh Choice Restaurants 2901 Tasman Drive, Ste 109 Santa Clara, CA 95054-1169 Re: Grant of Non-Qualified Stock Option Dear Charlie: 1. The Grant Greyhound Lines, Inc. (the "Company") hereby grants to you, effective as of April 18, 1995 (the "Grant Date"), in recognition of your prior service to the Company, the right and option to purchase (the "Option") an aggregate of 50,810 shares of Common Stock of the Company (the "Option Shares") at a price of $3.16 per share (the "Exercise Price"), in accordance with the terms of, and subject to the limitations set forth in this Option Agreement. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Vesting and Exercise (a) The Option shall vest immediately on the Grant Date and may be exercised beginning April 18, 1995 and ending April 18, 2000. (b) No Option may be exercised later than April 18, 2000. In no event shall you exercise the Option for a fraction of an Option Share. The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void on April 19, 2000. (c) Any exercise by you of the Option shall be in writing addressed to the Corporate Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), and 2 Mr. Charles A. Lynch October 18, 1995 Page Two shall be accompanied by a certified or bank check to the order of the Company in the full amount of the Exercise Price of the shares so purchased. (d) If you shall die prior to April 18, 2000, your estate may, until the earlier of (x) six (6) months after the date of death or (y) until April 18, 2000, exercise the Option with respect to all or any part of the Option Shares. 3. Transferability The Option is not transferable by you otherwise than by will or the laws of descent and distribution and is exercisable, during your lifetime, only by you. The Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof or of the Plan, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. 4. Registration Unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance of the Option Shares (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i) represent and warrant in writing to the Corporate Secretary of the Company that the Option Shares then being purchased by you pursuant to the Option are being acquired for investment only and not with a view to the resale or distribution thereof, (ii) acknowledge and confirm that the Option Shares purchased may not be sold unless registered for sale under the Securities Act or pursuant to an exemption from such registration and (iii) agree that the certificates evidencing such Option Shares shall bear a legend to the effect of the foregoing. 5. Withholding Taxes By your acceptance hereof, you agree that (i) in the case of issuance of Option Shares hereunder, the Company as a condition of such issuance may require the payment (through withholding from any payment otherwise due you from the Company or any parent corporation or subsidiary corporation of the Company, reduction of the number of Option Shares to be issued hereunder, or otherwise) of any federal, state, local or foreign taxes required by law to be withheld with respect to such issuance and (ii) the Company shall 3 Mr. Charles A. Lynch October 18, 1995 Page Three have the right to establish such other procedures as it may determine in its sole discretion with respect to such issuances. Please indicate your acceptance of all the terms and conditions of the Option by signing and returning a copy of this Option Agreement. Very truly yours, GREYHOUND LINES, INC. BY: ----------------------------------- CRAIG R. LENTZSCH ACCEPTED: - ------------------------------ Signature of Optionee - ------------------------------ Name of Optionee - Please Print Date: ------------------------- TN:pwm EX-4.13 3 THE ROBERT B. GILL STOCK OPTION PLAN 1 EXHIBIT 4.13 Direct Dial:(214)789-7407 Telecopier:(214)789-740312 May 18, 1995 Mr. Robert B. Gill P.O. Box 552 New Vernon, NJ 07976 Re: Grant of Non-Qualified Stock Option Dear Bob: 1. The Grant Greyhound Lines, Inc. (the "Company") hereby grants to you, effective as of January 24, 1995 (the "Grant Date"), in recognition of your prior service to the Company, the right and option to purchase (the "Option") an aggregate of 15,000 shares of Common Stock of the Company (the "Option Shares") at a price of $1.66 per share (the "Exercise Price"), in accordance with the terms of, and subject to the limitations set forth in this Option Agreement. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Vesting and Exercise (a) The Option shall vest immediately on the Grant Date and may be exercised beginning January 24, 1995 and ending January 24, 2000. (b) No Option may be exercised later than January 24, 2000. In no event shall you exercise the Option for a fraction of an Option Share. The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void on January 25, 2000. (c) Any exercise by you of the Option shall be in writing addressed to the Corporate Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), and shall be accompanied by a certified or bank check to the order of 2 Mr. Robert B. Gill October 18, 1995 Page Two the Company in the full amount of the Exercise Price of the shares so purchased. (d) If you shall die prior to January 24, 2000, your estate may, until the earlier of (x) six (6) months after the date of death or (y) until January 24, 2000, exercise the Option with respect to all or any part of the Option Shares. 3. Transferability The Option is not transferable by you otherwise than by will or the laws of descent and distribution and is exercisable, during your lifetime, only by you. The Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof or of the Plan, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. 4. Registration Unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance of the Option Shares (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i) represent and warrant in writing to the Corporate Secretary of the Company that the Option Shares then being purchased by you pursuant to the Option are being acquired for investment only and not with a view to the resale or distribution thereof, (ii) acknowledge and confirm that the Option Shares purchased may not be sold unless registered for sale under the Securities Act or pursuant to an exemption from such registration and (iii) agree that the certificates evidencing such Option Shares shall bear a legend to the effect of the foregoing. 5. Withholding Taxes By your acceptance hereof, you agree that (i) in the case of issuance of Option Shares hereunder, the Company as a condition of such issuance may require the payment (through withholding from any payment otherwise due you from the Company or any parent corporation or subsidiary corporation of the Company, reduction of the number of Option Shares to be issued hereunder, or otherwise) of any federal, state, local or foreign taxes required by law to be withheld with respect to such issuance and (ii) the Company shall have the right to establish such other procedures as it may 3 Mr. Robert B. Gill October 18, 1995 Page Three determine in its sole discretion with respect to such issuances. Please indicate your acceptance of all the terms and conditions of the Option by signing and returning a copy of this Option Agreement. Very truly yours, GREYHOUND LINES, INC. BY: ----------------------------------- CRAIG R. LENTZSCH ACCEPTED: - ------------------------------ Signature of Optionee - ------------------------------ Name of Optionee - Please Print Date: ------------------------- TN:pwm EX-4.14 4 THE THOMAS F. MEAGHER STOCK OPTION PLAN 1 EXHIBIT 4.14 Direct Dial:(214)789-7556 Telecopier:(214)387-1874 May 10, 1994 Mr. Thomas Meagher Howell Tractor & Equipment Co., Inc. 1902 East Pratt Boulevard Elk Grove Village, IL 60007 Re: Grant of Non-Qualified Stock Option Dear Tom: 1. The Grant Greyhound Lines, Inc. (the "Company") hereby grants to you, effective as of May 10, 1994 (the "Grant Date"), in recognition of your prior service to the Company, the right and option to purchase (the "Option") an aggregate of 10,000 shares of Common Stock of the Company (the "Option Shares") at a price of $10.50 per share (the "Exercise Price"), in accordance with the terms of, and subject to the limitations set forth in this Option Agreement. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Vesting and Exercise (a) The Option shall vest immediately on the Grant Date and may be exercised beginning May 10, 1994 and ending May 10, 1999. (b) No Option may be exercised later than May 10, 1999. In no event shall you exercise the Option for a fraction of an Option Share. In no event shall you exercise the Option for an Option of an Option Share. The unexercised portion of the Option, if any, will automatically and without notice, terminate and become null and void on May 11, 1999. (c) Any exercise by you of the Option shall be in writing addressed to the Corporate Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), and shall be accompanied by a certified or bank check to the order of the Company in the full amount of the Exercise Price of the shares so purchased. 2 Mr. Thomas Meagher May 10, 1994 Page Two (i) if you shall die prior to May 10, 1999, your estate may, until the earlier of (x) six (6) months after the date of death or (y) until May 10, 1999, exercise the Option with respect to all or any part of the Option Shares; 3. Transferability The Option is not transferable by you otherwise than by will or the laws of descent and distribution and is exercisable, during your lifetime, only by you. The Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof or of the Plan, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. 4. Registration Unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance of the Option Shares (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i) represent and warrant in writing to the Corporate Secretary of the Company that the Option Shares then being purchased by you pursuant to the Option are being acquired for investment only and not with a view to the resale or distribution thereof, (ii) acknowledge and confirm that the Option Shares purchased may not be sold unless registered for sale under the Securities Act or pursuant to an exemption from such registration and (iii) agree that the certificates evidencing such Option Shares shall bear a legend to the effect of the foregoing. 5. Withholding Taxes By your acceptance hereof, you agree that (i) in the case of issuance of Option shares hereunder, the Company, as a condition of such issuance may require the payment (through withholding from any payment otherwise due you from the Company or any parent corporation or subsidiary corporation of the Company, reduction of the number of Option Shares to be issued hereunder or otherwise) of any federal, state, local or foreign taxes required by law to be withheld with respect to such issuance and (ii) the Company shall have 3 Mr. Thomas Meagher May 10, 1994 Page Three the right to establish such other procedures as it may determine in its sole discretion with respect to such issuances. Please indicate your acceptance of all the terms and conditions of the Option by signing and returning a copy of this Option Agreement. Very truly yours, GREYHOUND LINES, INC. BY: ----------------------------------- FRANK J. SCHMIEDER ACCEPTED: - ----------------------------------- Signature of Optionee - ----------------------------------- Name of Optionee - Please Print Date: ------------------------------ EX-5.1 5 OPINION OF MARK E. SOUTHERST 1 EXHIBIT 5.1 [GREYHOUND LINES, INC. LETTERHEAD] October 18, 1995 Greyhound Lines, Inc. 15110 North Dallas Parkway Suite 600 Dallas, Texas 75248 Ladies and Gentlemen: I am the Vice President and General Counsel of Greyhound Lines, Inc., a Delaware corporation (the "Company"), and in such capacity I am familiar with the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to up to an aggregate of 4,575,810 shares (the "Shares") of common stock, par value $.01 per share, of the Company. The Shares are issuable upon exercise of options granted or available to be granted under the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan, the Greyhound Lines, Inc. 1995 Long Term Stock Incentive Plan, the Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan, The Charles A. Lynch Stock Option Plan, The Robert B. Gill Stock Option Plan and The Thomas F. Meagher Stock Option Plan (collectively, the "Plans"). In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Restated Certificate of Incorporation of the Company, as amended to date, the Plans filed (or incorporated by reference) as exhibits 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 I have deemed relevant and necessary as a basis for the opinions hereafter set forth. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me 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, I have relied upon certificates or 2 Greyhound Lines, Inc. October 18, 1995 Page 2 comparable documents of officers and representatives of the Company. Based on the foregoing, and subject to the qualifications stated herein, I am 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. The Shares to be issued pursuant to the Plans have been duly authorized and, when issued and delivered against payment therefor in accordance with the terms of the Plans and the agreements governing the options to purchase the Shares, will be validly issued, fully paid and nonassessable, and free of preemptive rights. The opinions expressed herein are limited to the corporate laws of the State of Delaware, and I 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 any third party, filed with a governmental agency, quoted or cited or otherwise referred to without my prior written consent, except that I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Consent also is given to the reference to me under the caption "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ MARK E. SOUTHERST Mark E. Southerst Vice President, General Counsel and Secretary EX-23.2 6 CONSENT OF ARTHUR ANDERSEN LLP 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. ARTHUR ANDERSEN LLP Dallas, Texas, October 18, 1995 -----END PRIVACY-ENHANCED MESSAGE-----