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
OCTOBER 31, 1997
(Date of Report)
(Date of earliest event reported)
CAREY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-22551 52-1171965
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
4530 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 895-1200
(Address of principal executive offices, including zip code and telephone
number)
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On October 31, 1997, Carey International, Inc. (the "Company"), acquired
Indy Connection Limousines, Inc., an Indiana corporation ("INDY Limousine"), and
its wholly-owned subsidiary, Transit Tours Inc., pursuant to the Amended and
Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of
October 10, 1997, among the Company, Carey Limousine Indiana, Inc., a Delaware
corporation ("Carey Indiana"), INDY Limousine, Transit Tours, Inc., KD &
Associates Professional Corporation, Craig Del Fabro and Kim Del Fabro. Pursuant
to the Merger Agreement, INDY Limousine merged with and into Carey Indiana, a
wholly-owned subsidiary of the Company (the "Merger"). The purchase price for
INDY Limousine consisted of an aggregate of 721,783 shares of the Company's
Common Stock which were issued to the former stockholders of INDY Limousine
under the Company's Registration Statement on Form S-4. The Merger will be
accounted for as a pooling of interests. The purchase price was determined after
negotiations between the parties and based upon the closing price of the
Company's Common Stock on the Nasdaq National Market on October 10, 1997.
INDY Limousine is the largest chauffeured vehicle service provider in
Indiana and serves numerous major corporations, airlines, hotels, meetings and
conventions in greater Indianapolis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
To be filed by amendment.
(B) PRO FORMA FINANCIAL INFORMATION.
To be filed by amendment.
(C) EXHIBITS.
The following exhibits are filed herewith:
Exhibit 2.1 Amended and Restated Agreement and Plan of Merger made as of
October 10, 1997 by and among Carey International, Inc.,
Carey Limousine Indiana, Inc., INDY Connection Limousines,
Inc., Transit Tours, Inc., KD & Associates Professional
Corporation, Craig Del Fabro and Kim Del Fabro
-2-
SIGNATURE
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.
CAREY INTERNATIONAL, INC.
By: /s/ David H. Haedicke
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David H. Haedicke, Executive Vice
President and Chief Financial Officer
Date: November 13, 1997