-----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, F10W0kLWZIENdB3jsrTUo557Iov8ftWOC2Gx01W/4YUeQjdhixpTcasZAcgoEu0G 6iY3o3ClomK+eYBRntiH/A== 0000950114-96-000321.txt : 19961121 0000950114-96-000321.hdr.sgml : 19961121 ACCESSION NUMBER: 0000950114-96-000321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961113 ITEM INFORMATION: Other events FILED AS OF DATE: 19961120 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTRAV INC CENTRAL INDEX KEY: 0000942317 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 431323155 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25990 FILM NUMBER: 96669748 BUSINESS ADDRESS: STREET 1: 7711 BONHOMME AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147270500 MAIL ADDRESS: STREET 1: 7711 BONHOMME AVE CITY: ST LOUIS STATE: MO ZIP: 63105-1961 8-K 1 INTRAV, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 1996 COMMISSION FILE NUMBER 0-25990 ----------------------------------------- INTRAV, INC. (Exact name of registrant as specified in its charter) ----------------------------------------- MISSOURI 43-1323155 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7711 BONHOMME AVENUE, ST. LOUIS, MISSOURI 63105 (Address of principal executive offices) (314) 727-0500 (Registrant's telephone number, including area code) NO CHANGES (Former name, former address and former fiscal year, if changed since last report) ----------------------------------------- 2 ITEM 5. OTHER EVENTS - ------------------------------------------------------------------------------- Intrav, Inc. (the "Company") issued a news release on November 13, 1996, with respect to its proposed acquisition of Clipper Cruise Line. This news release is incorporated herein by reference to Exhibit 99 attached hereto. ----------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTRAV, INC. (Registrant) Date: November 20, 1996 /s/ Michael A. DiRaimondo ----------------------------------------- Michael A. DiRaimondo Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX These exhibits are numbered in accordance with the Exhibit Index of Item 601 of Regulation S-K:
Exhibit No. Description - ----------- ----------- 99 News Release of November 13, 1996
EX-99 2 NEWS RELEASE 1 INTRAV ANNOUNCES ACQUISITION OF CLIPPER CRUISE LINE ST. LOUIS (November 13, 1996) -- The Board of Directors of INTRAV(Nasdaq:TRAV) today approved the acquisition of Clipper Cruise Line. Clipper Cruise Line designs and operates unique cruise itineraries aboard its two ships, M/V Yorktown Clipper and M/V Nantucket Clipper, along the coastal waterways of the United States and Canada, and in the Caribbean. Prestigious Conde Nast Traveler magazine recently ranked Clipper Cruise Line among the ten best cruise lines in the world for the second consecutive year. Clipper is the only all American ship company to be so honored. Projected net cruise revenues from Clipper Cruise Line's 1996 operations are anticipated to be approximately $20.2 million. The Stock Purchase Agreement includes an initial payment of $10.2 million and provides that INTRAV pay $5.0 million of indebtedness owed by the Clipper Cruise Line operating companies. These amounts are subject to adjustment under the agreement. An additional payment of up to $3.0 million may be paid to the extent the cumulative net cruise revenues of the Clipper Cruise Line operation exceed $70.0 million by December 31, 2000. The seller of Clipper Cruise Line is a company controlled by Barney A. Ebsworth, Chairman of the Board and major stockholder of INTRAV. INTRAV will finance the acquisition from its current working capital, with the possible utilization of the Company's revolving credit facility. The transaction is expected to be completed by December 31, 1996. Stifel, Nicolaus & Company of St. Louis issued an opinion to the Board of Directors, as to the fairness to the shareholders of the Company, from a financial point of view, of the consideration to be paid to acquire Clipper. "We feel the acquisition of Clipper Cruise Line enhances the overall value and earnings potential of INTRAV. The profile of Clipper's travelers is consistent with that of INTRAV and the cash flow characteristics of Clipper's operations will enhance INTRAV's cash generation capabilities and strong balance sheet," said Larry R. Nolan, President and Chief Executive Officer. The matters contained in this news release include certain forward-looking statements relating to Clipper Cruise Line's 1996 revenues and the future impact of the Clipper Cruise Line operations on INTRAV. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements assume the continued operation of the two Clipper Cruise Line ships consistent with their recent capacity and cruise price levels. These forward-looking statements represent INTRAV's best judgment as of the date of this release.
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