SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report : August 31, 1999
(Date of earliest event reported)
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 (State or other jurisdiction
of incorporation or organization) of 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)
ITEM 5. OTHER EVENTS.
On August 31, 1999, Blue Bird Corporation (the "Company") and certain
of its stockholders affiliated with Merrill Lynch Capital Partners, Inc. (the
"ML Stockholders"), entered into a definitive merger agreement (the "Merger
Agreement") with Henlys Group plc ("Henlys") and a newly formed wholly owned
subsidiary of Henlys ("Merger Sub"), pursuant to which, and subject to the terms
and conditions thereof, Merger Sub will merge with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation. The total
value of the transaction is approximately $665 million, including approximately
$237 million Blue Bird debt to be repaid at or following the Merger. It is
expected that the merger will be completed during the fourth quarter of 1999.
The agreement is subject to customary conditions, including the
receipt of regulatory approvals and the approval of Henlys' shareholders. All
necessary approvals by the Company's shareholders have been obtained. The
Company will be entitled to terminate the Merger Agreement in the event that
Henlys anticipated financing arrangements are not finalized within 14 days of
the date of the Merger Agreement and Henlys will be entitled to terminate the
Merger Agreement in the event that its anticipated financing arrangements are
not finalized within 28 days of the date of the Merger Agreement. Henlys
anticipates raising senior debt for the transaction through The Royal Bank of
Scotland and Chase Manhattan plc. Henlys also will issue convertible loan stock
to be subscribed for by AB Volvo and will conduct an equity offering expected to
be underwritten by Close Brothers Corporate Finance Limited and Hoare Govett
Limited.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as an
exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits are filed as part of this
report:
2.1 Agreement and Plan of Merger, dated as of August 31,
1999, among Blue Bird Corporation, the ML
Stockholders party thereto, Henlys Group plc and
Brutus, Inc.
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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
By: /s/ Paul E. Glaske
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Paul E. Glaske
Chairman of the Board and
Chief Executive Office
Date: September 1, 1999
BLUE BIRD BODY COMPANY
By: /s/ Paul E. Glaske
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Paul E. Glaske
Chairman of the Board and
Chief Executive Office
Date: September 1, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of August 31, 1999, among
Blue Bird Corporation, the ML Stockholders party thereto, Henlys
Group plc and Brutus, Inc.
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