-----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, QFIotJ3fKHrH6el1tkrlPWMXGHvsLOu9pJ/yyllXyyrdGzbeMzpbuU74jVM4co/k gNX27P3kj/KCn+U/BqcHiw== 0001007171-97-000004.txt : 19970319 0001007171-97-000004.hdr.sgml : 19970319 ACCESSION NUMBER: 0001007171-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970201 FILED AS OF DATE: 19970318 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE BIRD CORP CENTRAL INDEX KEY: 0000889469 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 133638126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-49544-01 FILM NUMBER: 97558181 BUSINESS ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 9127577100 MAIL ADDRESS: STREET 2: 3920 ARKWRIGHT RD STE 275 CITY: MACON STATE: GA ZIP: 31210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE BIRD BODY CO CENTRAL INDEX KEY: 0000889468 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 580813156 STATE OF INCORPORATION: GA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-49544 FILM NUMBER: 97558182 BUSINESS ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD STREET 2: SUITE 275 CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 9127577100 MAIL ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD STREET 2: SUITE 275 CITY: MACON STATE: GA ZIP: 31210 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) /x/ JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the period ended February 1, 1997 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 33-49544-01 Commission File Number 33-49544 Blue Bird Corporation Blue Bird Body Company (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) Delaware Georgia (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 13-3638126 58-0813156 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 3920 Arkwright Road 3920 Arkwright Road Macon, Georgia 31210 Macon, Georgia 31210 (Address of principal executive (Address of principal executive offices, including zip code) offices, including zip code) (912) 757-7100 (912) 757-7100 (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of March 1, 1997, 8,424,778 shares of Blue Bird Corporation's common stock and 10 shares of Blue Bird Body Company's common stock were outstanding. BLUE BIRD BODY COMPANY ("BLUE BIRD" OR THE "COMPANY") IS A WHOLLY- OWNED SUBSIDIARY OF BLUE BIRD CORPORATION ("BBC"). BLUE BIRD MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING CERTAIN PORTIONS OF THIS FORM 10-Q APPLICABLE TO IT WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY SUCH GENERAL INSTRUCTION. BLUE BIRD CORPORATION BLUE BIRD BODY COMPANY QUARTERLY REPORT ON FORM 10-Q FOR THE THREE-MONTH PERIOD ENDED FEBRUARY 1, 1997 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of February 1, 1997 and November 2, 1996 ..................................... 1 Condensed Consolidated Statements of Income for the three-month periods ended February 1, 1997 and January 27, 1996 ..................................... 2 Condensed Consolidated Statements of Cash Flows for the three-month periods ended February 1, 1997 and January 27, 1996 ................................. 3 Notes to Condensed Consolidated Financial Statements ................................. 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ........................................... 6 PART II. OTHER INFORMATION Item 1. Legal Proceedings ...................................... 7 Item 6. Exhibits and Reports on Form 8-K ....................... 7 Signatures ....................................................... 8 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS FEBRUARY 1, 1997 AND NOVEMBER 2, 1996 ($ IN THOUSANDS)
FEBRUARY 1, NOVEMBER 2, 1997 1996 --------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,751 $ 46,253 Trade receivables 14,076 13,443 Leases receivable 33,703 32,215 Inventories 88,793 69,776 Prepaid expenses 5,334 2,137 Other current assets 17,483 3,167 -------- -------- Total current assets 161,140 166,991 LEASES RECEIVABLE, NONCURRENT 41,950 41,862 PROPERTY, PLANT, AND EQUIPMENT 65,162 64,599 Less accumulated depreciation (27,176) (25,710) -------- -------- Property, plant, and equipment, net 37,986 38,849 -------- -------- GOODWILL AND DEBT ISSUE COSTS 162,180 162,849 Less accumulated amortization (18,731) (26,131) -------- -------- Goodwill & other intangibles, net 143,449 136,718 -------- -------- OTHER ASSETS 6,611 6,571 -------- -------- Total assets $ 391,136 $ 391,031 ======== ======== LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Revolving credit facilities $ 9,600 $ 0 Current portion of long-term debt 10,938 16,000 Accounts payable 20,339 27,704 Income taxes payable 0 9,270 Deferred income taxes 8,869 9,080 Other current liabilities 28,997 24,519 -------- -------- Total current liabilities 78,743 86,573 LONG-TERM DEBT 329,911 131,350 DEFERRED INCOME TAXES 5,615 5,306 OTHER LIABILITIES 20,471 20,309 REDEEMABLE COMMON STOCK, NET 12,660 29,305 -------- -------- Total liabilities 447,400 272,843 STOCKHOLDERS' (DEFICIT) EQUITY: Common stock, $.01 par value; 25,000,000 shares authorized; 7,704,778 and 7,704,778 outstanding respectively 77 77 Additional paid-in capital 77,023 77,023 Retained (deficit) earnings (131,158) 43,228 Other stockholders'(deficit) equity (2,206) (2,140) -------- -------- Total stockholders'(deficit) equity (56,264) 118,188 -------- -------- Total liabilities and stockholders' (deficit) equity $ 391,136 $ 391,031 ======== ========
The accompanying notes are an integral part of these condensed consolidated statements. 1 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTH PERIODS ENDED FEBRUARY 1, 1997 AND JANUARY 27, 1996 ($ IN THOUSANDS)
THREE MONTHS ENDED FEBRUARY 1, JANUARY 27, 1997 1996 --------- --------- (UNAUDITED) (UNAUDITED) Net sales $ 84,107 $ 92,826 Cost of goods sold 69,560 77,185 -------- -------- Gross profit 14,547 15,641 Selling, general and administrative expenses 10,790 10,115 Amortization of goodwill and other intangibles 960 940 Nonrecurring charge 16,506 0 -------- ------- Operating (loss) income (13,709) 4,586 Interest income 1,534 1,802 Interest and debt issue expense (7,554) (4,142) Other income (expense) 237 196 ------- ------- (Loss) income before income taxes (19,492) 2,442 (Benefit) provision for income taxes (12,992) 975 ------- ------- Net (loss) income before extraordinary items (6,500) 1,467 Extraordinary item - loss on early extinguishment of debt (2,986) (1,416) ------- ------- Net (loss) income $ (9,486) $ 51 ======= =======
The accompanying notes are an integral part of these condensed consolidated statements. 2 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED FEBRUARY 1, 1997 AND JANUARY 27, 1996 ($ IN THOUSANDS)
THREE MONTHS ENDED FEBRUARY 1, JANUARY 27, 1997 1996 --------- --------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (9,486) $ 51 ------- ------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Extraordinary loss on extinguishment of debt 4,755 2,254 Depreciation and amortization 2,824 2,827 Increase (decrease) in cash surrender value of life insurance (9) 20 Deferred income taxes 98 (420) Changes in operating assets and liabilities: (Increase) decrease in trade receivables (633) 7,906 (Increase) decrease in inventories (19,017) (18,409) (Increase) decrease in prepaid expenses (3,197) (1,883) Increase (decrease) in accounts payable (7,365) (678) Increase (decrease) in income taxes payable (9,270) (6,043) Other (9,474) 4,948 -------- -------- Total adjustments (41,288) (9,478) -------- -------- Net cash used in operating activities (50,774) (9,427) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant, and equipment acquisitions (855) (731) Leases receivable (1,576) (5,725) -------- -------- Net cash used in investing activities (2,431) (6,456) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing on working capital revolvers 14,400 26,788 Borrowing on long-term debt 274,699 0 Repayment of long-term debt (86,000) (27,000) Dividends Paid (185,345) 0 Debt prepayment premium (3,369) (1,625) Debt Issuance Costs (9,416) 0 Proceeds from Management Notes 3,800 0 -------- -------- Net cash (used in) provided by financing activities 8,769 (1,837) -------- -------- EFFECT OF EXCHANGE RATE FLUCTUATIONS (66) (249) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (44,502) (17,969) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 46,253 21,452 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,751 $ 3,483 ======== ======== SUPPLEMENTAL INFORMATION: Cash interest paid $ 5,142 $ 3,675 ======== ======== Cash income taxes paid $ 9,620 $ 2,595 ======== ======== The accompanying notes are an integral part of these condensed consolidated statements. 3 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements of Blue Bird Corporation and subsidiaries ("BBC") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the joint annual report of BBC and Blue Bird Body Company (the "Predecessor") (see "Acquisition" below) on Form 10-K for the fiscal year ended November 2, 1996. The accompanying unaudited financial statements include, in the opinion of management, all adjustments, which are of a normal recurring nature, necessary for a fair presentation for the periods presented. Results for the interim periods presented are not necessarily indicative of results that may be expected for a full fiscal year. FISCAL YEAR BBC's fiscal year ends on the Saturday nearest October 31 of each year, generally referred to as a "52-/53-week year." Fiscal year 1997 contains 52 weeks and fiscal year 1996 contains 53 weeks. ACQUISITION On April 15, 1992, BBC (formerly B B Holding Corp.) acquired all of the outstanding capital stock of the Predecessor through the merger of B B Acquisition Corp., a wholly owned subsidiary of BBC, with and into the Predecessor (the "Acquisition"), with the Predecessor as the surviving corporation. The Acquisition was accounted for as a purchase. 4 2. INVENTORIES Inventories are valued at the lower of cost or market, cost being determined on the last-in, first-out basis. If the first-in, first-out method had been used, inventories would have been approximately $2,400,000 higher at February 1, 1997 and approximately $2,100,000 higher at November 2, 1996. The components of inventory consist of the following at February 1, 1997 and November 2, 1996 (dollars in thousands): 1997 1996 -------- -------- Raw materials $ 23,997 $18,848 Work in process 33,201 22,916 Finished goods 31,595 28,012 ------- ------ $88,793 $69,776 ======= ======= 3. CONTINGENCIES PENDING LITIGATION AND INSURANCE PROGRAM As of February 1, 1997, a number of product liability cases were pending against a subsidiary of BBC. Neither the outcome of certain cases nor the amounts of any liabilities related to these certain cases are known; however, management believes that the ultimate resolution of these matters will not have a material adverse impact on BBC's financial position or results of operations. 4. RECAPITALIZATION During November, 1996, Blue Bird was recapitalized, resulting in the repayment of the existing $86 million of debt, new debt issued in the amount of $275 million and a dividend paid to shareholders in the amount of $185.3 million. The existing Subordinated Notes were repurchased at a premium of $3.4 million. Debt issuance costs related to the recapitalization were $9.4 million. A nonrecurring recapitalization charge was taken in November to recognize the $3.4 million premium cost, $1.4 million of original debt issue costs written off and $16.5 million G&A expenses for a total of $21.3 million. 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED FEBRUARY 1, 1997 COMPARED TO THREE MONTHS ENDED JANUARY 27, 1996 Net sales for the quarter ended February 1, 1997, were $84.1 million, a decrease of $8.7 million or 9.4% compared to the corresponding period in 1996. This decrease was due to fewer deliveries and a lower average selling price due to delivery mix changes during the current reporting period as compared to the 1996 period. Gross profit decreased to $14.5 million in the first quarter of 1997 from $15.6 million in the first quarter of 1996, a decrease of $1.1 million or 7.0% due primarily to lower sales volume. The gross margin increased to 17.3% compared to 16.8% in the 1996 period due to lower delivery of GM chassis which have low margins. Selling, general and administrative expenses increased to $10.8 million from $10.1 million in the 1996 period, an increase of $.7 million or 6.7%. This increase was related to increased engineering and marketing costs associated with new product development and introduction. Nonrecurring G&A charges of $16.5 million were taken in the current year due to the recapitalization described below. See "Financial Condition - - Liquidity and Capital Resources." Interest and debt issue expense increased to $7.6 million in the current period from $4.1 million in the prior year period due to the increased amount of debt as a result of the recapitalization. The benefit for income taxes was $13.0 million in the current period compared to a provision of $1.0 million in the 1996 period. The 1997 period reflected a loss. The higher effective tax rate for 1997 was a result of the combined effect of certain tax benefits, in particular, the tax benefit related to a portion of the dividend paid to shareholders in the recapitalization being deductible for tax purposes as well as the tax benefit related to the ordinary loss and the nonrecurring charge. The extraordinary loss of $3.0 million, net of a tax benefit of $1.8 million, occurring in the 1997 period was due to the early extinguishment of $50 million of Subordinated Notes as part of the recapitalization. Similarly, during the corresponding period in 1996, the early extinguishment of $25 million of Subordinated Notes resulted in an extraordinary loss of $1.4 million, net of a tax benefit of $.8 million. 6 FINANCIAL CONDITION WORKING CAPITAL The Company' working capital needs are seasonal. Working capital and related bank borrowings are lowest immediately after heavy school bus deliveries late in the fourth fiscal quarter. Beginning in December or January, working capital and related bank borrowings typically start to increase as parts are purchased or manufactured and distributed to the assembly plants for assembly into buses. Management tries to build buses as close to expected delivery time as possible. Inventory is at its highest during May, June and July prior to heavy seasonal deliveries. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities during the three month period was $50.8 million. A significant portion of this amount was the result of the net loss of the Company attributable to the nonrecurring charges related to the Company's recapitalization. A nonrecurring recapitalization charge was taken in November to recognize the $3.4 million premium cost, $1.4 million of original debt issue costs written off and $16.5 million G&A expenses for a total of $21.3 million. Other items attributing to the cash use was the seasonal increase in inventory, the payment of income taxes, the increase in tax claims receivable, and the decrease in accounts payable, slightly offset by an extraordinary loss on the extinguishment of debt, depreciation and amortization. During November, 1996, Blue Bird was recapitalized resulting in the repayment of the existing $86 million of debt, new debt issued in the amount of $275 million and a dividend paid to shareholders in the amount of $185.3 million. The existing Subordinated Notes were repurchased at a premium of $3.4 million. Debt issuance costs related to the recapitalization were $9.4 million. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Reference is made to BBC's and the Predecessor's Joint Annual Report on Form 10-K for the fiscal year ended November 2, 1996 for a description of certain legal proceedings to which BBC or the Predecessor is a party. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 27 Financial data schedule 99 Discretionary Option Agreement (b) Reports on Form 8-K. There were no reports on Form 8-K filed by the Registrants during the quarter ended February 1, 1997. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BLUE BIRD CORPORATION BLUE BIRD BODY COMPANY By /s/ Paul E. Glaske By /s/ Paul E. Glaske - --------------------- ---------------------- Paul E. Glaske Paul E. Glaske Chairman of the Board and Chairman of the Board and President and Director President and Director (Principal Executive (Principal Executive Officer) Officer) Date: March 17, 1997 Date: March 17, 1997 By /s/ Bobby G. Wallace By /s/ Bobby G. Wallace Bobby G. Wallace Bobby G. Wallace Vice President, Treasurer and Vice President - Finance Secretary and Director and Administration, (Principal Financial and Treasurer and Secretary Accounting Officer) and Director (Principal Financial and Accounting Officer) Date: March 17, 1997 Date: March 17, 1997 8 Exhibit Index ------------- Exhibit No. Description ------- ----------- 27 Financial data schedule 99 Discretionary Option Agreement
EX-27 2 FINANCIAL DATA SCHEDULE
5 0000889468 Blue Bird Body Company 1,000 3-MOS NOV-01-1997 NOV-03-1996 FEB-01-1997 1,751 0 47,779 0 88,793 161,140 65,162 (27,176) 391,136 78,743 329,911 12,737 0 0 (56,341) 391,136 84,107 84,107 69,560 28,256 (1,771) 0 7,554 (19,492) (12,992) (6,500) 0 (2,986) 0 (9,486) 0 0
EX-99 3 DISCRETIONARY OPTION AGREEMENT DISCRETIONARY OPTION AGREEMENT DISCRETIONARY OPTION AGREEMENT dated as of this 3rd day of February, 1997, providing for the granting of certain options by Blue Bird Corporation, a Delaware corporation (the "Corporation"), to Bobby G. Wallace, an employee of the Corporation or of a subsidiary of the Corporation (the "Employee"). As of April 15, 1992, the Corporation has duly adopted the Blue Bird Corporation Management Stock Option Plan (the "Plan"), which is incorporated herein by reference. Un- less otherwise expressly stated, all defined terms herein shall have the same meanings ascribed to them in the Plan. In accordance with Section 7 of the Plan, the Employee is to be granted options under the Plan to buy shares of common stock, par value $.01 per share (the "Shares") of the Corporation. 1. NUMBER OF SHARES, DISCRETIONARY OPTION PRICE. The Corporation hereby irrevocably grants to the Employee 40,000 options (the "Discretionary Options"), which are not intended to be Incentive Stock Options as defined in Section 422 of the Code, to purchase 40,000 Shares (the "Discretionary Option Shares") at an exercise price of $9 per Share (the "Option Price") on the terms and subject to the conditions set forth herein. Except as explicitly provided for in an agreement among the Corporation, the Management Investors and others, dated as of April 15, 1992 (the "Stockholders' Agreement"), the holder of the Discretionary Options shall not have any of the rights of a stockholder with respect to any Discretionary Option Shares unless and until the Employee has paid the Option Price with respect thereto in full. 2. PERIOD OF DISCRETIONARY OPTIONS AND CONDITIONS OF EXERCISE. (a) The term of the Discretionary Options and of this Agreement shall commence on the date hereof (the "Date of Grant") and terminate upon the earlier of (i) April 16, 2002 (the "Expiration Date") and (ii) the time at which any Discretionary Options are completely terminated pursuant to Section 3 hereof. Upon the termination of a Discretionary Option in accordance with the provisions herein, all rights of the Employee with respect to the Discretionary Options hereunder and in connection with the Discretionary Options under the Plan shall cease. (b) The Discretionary Options shall be fully vested and exercisable from the Date of Grant. (c) The Corporation need not issue fractional Shares upon the exercise of the Discretionary Options but in lieu thereof shall pay to the holder exercising the Discretionary Options the Fair Value Price of such fractional Shares (determined in accordance with the Stockholders' Agreement). The right of the holder of the Discretionary Options to purchase Discretionary Option Shares may be exercised in whole or in part at any time and from time to time prior to the earlier of the Expiration Date and, as to any portion of the Discretionary Options, the time at which such portion is terminated pursuant to Section 3. 3. TERMINATION UPON TERMINATION OF EMPLOYMENT. Except in circumstances specified in the following sentence, the Plan and the Stockholders' Agreement, the Discretionary Options shall terminate immediately upon the Employee's ceasing to be a full-time employee of the Corporation or any of its subsidiaries. The time at which any Discretionary Option shall terminate shall be the earliest to occur of (x) the Expiration Date, (y) the close of business on the date on which the Employee exercises a Put Right with respect to any Shares owned by him or her pursuant to the Stockholders' Agreement and (z) the following dates: (i) the thirtieth day after the date upon which the Employee ceases to be a full- time employee of the Corporation or any of its subsidiaries unless he or she ceases to be an employee in a manner described in subsection (ii) or (iii) below; (ii) the one hundred and eightieth day after the date of the death of the Employee if the Employee dies before the time at which any Discretionary Option terminates; or (iii) immediately upon the Employee's vol- untary termination of employment (without Cause and not upon the occasion of his or her Retirement or Disability (as such terms are defined in the Stockholders' Agreement)) or termination of employment by the Corporation or any of its subsidiaries for Cause. 4. NON-TRANSFERABILITY OF DISCRETIONARY OPTIONS; DEATH OF EMPLOYEE. No Discretionary Option nor this Agreement may be transferred by the Employee except that the contract rights under the Stockholders' Agreement with respect to any Discretionary Option may be transferred to the estate of a deceased Employee, and, further, during the lifetime of the Employee, the Discretionary Options may be exercised only by him or her. More particularly, but without limiting the generality of the foregoing, the Discretionary Options may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, at- tachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Discretionary Options contrary to the provisions hereof shall be null and void and without effect. 5. EXERCISE OF DISCRETIONARY OPTIONS. The Discretionary Options shall be exercised as specified in the Plan. 6. SPECIFIC RESTRICTIONS UPON DISCRETIONARY OPTION SHARES. The Employee hereby agrees with the Corporation as follows: (a) The Employee shall acquire the Discretionary Option Shares for investment purposes only and not with a view to resale or other distribution thereof to the public in vio- lation of the Securities Act of 1933, as amended (the "Securi- ties Act"), and shall not dispose of any Discretionary Option Shares in any transaction which, in the opinion of counsel to the Corporation, would violate the Securities Act, or the rules and regulations thereunder, or any applicable state securities, or "blue sky", laws; (b) If any Discretionary Option Shares shall be registered under the Securities Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any Discretionary Option Shares shall be made by the Employee (or any other person) under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the Securities Act; and (c) The Corporation shall have the authority to endorse upon the certificate or certificates representing the Discretionary Option Shares such legends referring to the foregoing restrictions or any restrictions resulting from the fact that the Employee is a party to the Stockholders' Agree- ment. 7. TERMINATION OF EMPLOYMENT. The employment of the Employee shall not be deemed to have terminated if the Employee is an employee of the Corporation or one of its sub- sidiaries who is absent upon a bona fide leave of absence or who is transferred to and becomes an employee of a subsidiary corporation or if he or she is an employee of a subsidiary corporation who is transferred to and becomes an employee of the Corporation or another subsidiary of the Corporation. However, if a subsidiary corporation ceases to be a subsidi- ary, all employees of such subsidiary not theretofore trans- ferred to and becoming employees of the Corporation or of another subsidiary of the Corporation shall be deemed to have ceased to be Employees within the meaning of the Plan on the date such subsidiary ceases to be a subsidiary of the Corpora- tion. The provisions of this paragraph shall, however, be subject to the provisions of Section 16 of the Plan pertaining to the consequences of a merger or consolidation of the Corporation and/or a subsidiary with any other corporation. 8. PAYMENT. Nothing herein contained or done pursuant hereto shall obligate the recipient of a Discretionary Option to purchase and/or pay for any Discretionary Option Shares except those Discretionary Option Shares in respect of which the holder of the Discretionary Option shall have exercised such option to purchase hereunder in the manner hereinabove provided. 9. TIME. Time shall be of the essence for this Agreement. 10. BINDING EFFECT. This Agreement shall enure to the benefit of and be binding upon the parties hereto, their heirs, successors and permitted assigns. 11. THE EMPLOYEE HEREBY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO THE CORPORATION THAT THE EMPLOYEE IS AN EMPLOYEE OF THE CORPORATION OR AN AFFILIATE OF THE CORPORATION AND THAT THE EMPLOYEE WAS NOT AND IS NOT INDUCED TO ENTER INTO THIS AGREEMENT BY AN EXPECTATION OF EMPLOYMENT OR CONTINUED EMPLOYMENT. 12. NOTICES. Any notice required or permitted un- der this Agreement shall be deemed given when delivered per- sonally, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, to the Employee at his or her address set forth below or such other address as he or she may designate in writing to the Corporation, or to the Corporation, 3920 Arkwright Road, Macon, Georgia, 31210, Attention: Corporate Secretary or such other address(es) as the Corporation may designate in writing to the Employee. 13. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Corporation to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 14. GOVERNING LAW. This Agreement shall be gov- erned by and construed according to the laws of the State of Delaware, without regard to principles of conflict of laws. 15. PROVISIONS OF PLAN. The Discretionary Options provided for herein are granted pursuant to the Plan, and said Discretionary Options and this Agreement are in all respects governed by the Plan and subject to all of the terms and pro- visions thereof, whether such terms and provisions are incor- porated in this Agreement solely by reference or are expressly cited herein. For greater certainty, without limiting the generality of the foregoing, the Employee agrees to be bound by any amendments to the Plan or this Agreement made by the Compensation Committee of the Board of Directors of the Corporation in accordance with the provisions of the Plan to conform the Plan or this Agreement and to the rules and regulations of any national securities exchange on which the Corporation proposes to list any of its shares. From and after the date, if any, on which any shares are listed on any national securities exchange, the terms and conditions of this Agreement and the implementation thereof shall be subject to the rules and regulations of such exchange, and, in the event of any inconsistency between the terms and conditions of this Agreement and the rules and regulations of any such exchange, the rules and regulations of such exchange shall prevail. IN WITNESS WHEREOF, the Corporation has executed this Agreement in duplicate on the day and year first above written. BLUE BIRD CORPORATION By: /S/ Paul E. Glaske ---------------------------- Name: Paul E. Glaske Title: Chairman of the Board and President The undersigned hereby accepts, and agrees to, all terms and provision of the foregoing Agreement. /S/ Bobby G. Wallace ---------------------------- Bobby G. Wallace 1618 Clarendon ---------------------------- ADDRESS Longview, Texas 75601 ---------------------------- BLUE BIRD CORPORATION CONSENT OF THE MEMBERS OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS IN LIEU OF A MEETING The undersigned, being all the members of the Compensation Committee of the Board of Directors of Blue Bird Corporation, do hereby consent without a meeting of the Compensation Committee, to the adoption of the resolutions at- tached hereto. DATED as of the 27th day of January, 1997. /S/ Alfred C. Daugherty ----------------------- Alfred C. Daugherty /S/ Paul E. Glaske ----------------------- Paul E. Glaske /S/ Alexis P. Michas ----------------------- Alexis P. Michas WHEREAS, the Compensation Committee of the Board of Directors (the "Committee") of Blue Bird Corporation (the "Corporation") has determined that it is in the best interests of the Corporation to grant certain stock options to Mr. Bobby G. Wallace, an officer of the Corporation, pursuant to the Corporation's Management Stock Option Plan (the "Plan"). NOW, THEREFORE, BE IT: RESOLVED, that, pursuant to the Plan, Mr. Bobby G. Wallace be, and he hereby is, granted 40,000 options to purchase 40,000 Shares (as defined in the Plan), upon execution by Mr. Wallace of an appropriate option agreement; FURTHER RESOLVED, that such options shall be Discretionary Options (as defined in the Plan); FURTHER RESOLVED, that such Discretionary Options shall be granted as of February 3, 1997, and shall be fully vested and exercisable on and as of such date; and FURTHER RESOLVED, that the Option Price (as defined in the Plan) of such Discretionary Options shall be $9.00, subject to adjustment as provided in the Plan. -----END PRIVACY-ENHANCED MESSAGE-----