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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 26, 2005
Date of Report (Date of earliest event reported)
Commission file number 1-10841
GREYHOUND LINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of | 86-0572343 (I.R.S. employer | |
| incorporation or organization) | identification no.) |
| 15110 N. Dallas Parkway, Suite 600 | ||
| Dallas, Texas | 75248 | |
| (Address of principal executive offices) | (Zip code) |
(972) 789-7000
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT | ||||||||
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| Employment Agreement | ||||||||
| Change in Control Severance Agreement | ||||||||
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Co-Registrants
This Form 8-K is also being filed by the following entities. Except as set forth below, each entity has the same principal executive offices, zip code and telephone number as that set forth for Greyhound Lines, Inc. on the cover of this report:
| I.R.S. Employer | Jurisdiction | |||||
| Commission | Identification | Of | ||||
| Name | File No. | No. | Incorp. | |||
| Atlantic Greyhound Lines of Virginia, Inc. | 333-27267-01 | 58-0869571 | Virginia | |||
| GLI Holding Company | 333-27267-04 | 75-2146309 | Delaware | |||
| Greyhound de Mexico, S.A. de C.V. | 333-27267-05 | None | Republic of Mexico | |||
| Sistema Internacional de Transporte de | 333-27267-08 | 75-2548617 | Delaware | |||
| Autobuses, Inc. | ||||||
350 N. St. Paul Street, 10th Floor | ||||||
| Dallas, Texas 75201 | ||||||
| (214) 849-8616 | ||||||
| Texas, New Mexico & Oklahoma Coaches, Inc. | 333-27267-10 | 75-0605295 | Delaware | |||
| 1313 13th Street | ||||||
| Lubbock, Texas 79408 | ||||||
| (806) 763-5389 | ||||||
| T.N.M. & O. Tours, Inc. | 333-27267-11 | 75-1188694 | Texas | |||
| (Same as Texas, New Mexico & Oklahoma Coaches, Inc.) | ||||||
| Vermont Transit Co., Inc. | 333-27267-12 | 03-0164980 | Vermont | |||
| 345 Pine Street | ||||||
| Burlington, Vermont 05401 | ||||||
| (802) 862-9671 |
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GREYHOUND LINES, INC. AND SUBSIDIARIES
ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT
On January 26, 2005, Greyhound Lines, Inc. (the “Company”), Laidlaw International, Inc. (“Laidlaw”) and John Werner Haugsland entered into a new Executive Employment Agreement effective as of January 1, 2005 that replaces an existing employment agreement. Mr. Haugsland serves as Executive Vice President and Chief Operating Officer and will also serve as a director of the Company. Pursuant to the agreement, in addition to his annual salary, Mr. Haugsland is eligible to continue to participate in the Company’s short-term incentive plan and supplemental executive retirement plan and Laidlaw’s long term incentive plan. Pursuant to the agreement, Mr. Haugsland also receives certain health and welfare and other benefits. If Mr. Haugsland is terminated without cause, the Company will pay Mr. Haugsland a lump sum equal to three times the sum of his annual base pay then in effect and the greater of his bonus for the year prior to termination or his target bonus at the time of termination. If terminated without cause, the Company will pay or continue certain of the benefits for 36 months. The agreement requires Mr. Haugsland to refrain from competing with the Company and soliciting the Company’s customers during his employment and, under defined circumstances, for 36 months following termination. The agreement also prevents Mr. Haugsland from soliciting any of the Company’s employees, under defined circumstances, for a period of 36 months following termination.
In addition, under a change of control agreement, if Mr. Haugsland’s employment terminates, under defined circumstances, following a change of control, he is entitled to a lump sum payment equal to three times the sum of his highest annual base pay in effect prior to termination plus incentive pay equal to not less than the higher of the highest aggregate incentive pay earned in any fiscal year after the change in control or in any of the three fiscal years immediately preceding the year in which the change in control occurred or the plan target for the year in which the change of control occurred plus the payment or continuation of benefits for 36 months.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) | Exhibits | |
10.1 | Executive Employment Agreement dated January 26, 2005 between Registrant and John Werner Haugsland.* | |
10.2 | Appendix A — Change in Control Severance Agreement to Executive Employment Agreement dated January 26, 2005 between Registrant and John Werner Haugsland.* |
| * | Management contract or compensatory plan. |
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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.
Date: January 31, 2005
| GREYHOUND LINES, INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Senior Vice President - Finance | ||||
| ATLANTIC GREYHOUND LINES OF VIRGINIA, INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Vice President - Finance | ||||
| GLI HOLDING COMPANY | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Vice President - Finance | ||||
| GREYHOUND de MEXICO, S.A. de C.V. | ||||
| By: | /s/ William J. Gieseker | |||
| William J. Gieseker | ||||
| Examiner | ||||
| SISTEMA INTERNACIONAL de TRANSPORTE de AUTOBUSES, INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Senior Vice President - Finance | ||||
| TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Vice President - Finance | ||||
| T.N.M. & O. TOURS, INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Vice President - Finance | ||||
| VERMONT TRANSIT CO., INC. | ||||
| By: | /s/ Cheryl W. Farmer | |||
| Cheryl W. Farmer | ||||
| Vice President — Finance | ||||
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