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 (Date of earliest event reported) November 12, 1996
PACIFIC INTERNATIONAL SERVICES CORP.
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-11404 95-2877371
(Commission File Number) (I.R.S. Employer Identification No.)
1600 Kapiolani Boulevard, Suite 825, Honolulu, Hawaii 96814
(Address of Principal Executive Offices)
(808) 926-4242
Not Applicable
(Former Name or Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets
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As previously reported in Registrant's Form 10-Q Quarterly Report for
the quarter ended June 30, 1996, Registrant has been experiencing cash flow
difficulties and its ability to continue to operate its automobile dealerships
would depend upon cooperation of Chrysler Financial Corporation ("CFC"),
Registrant's principal source of financing. Registrant has been engaged for
several months in negotiations with CFC regarding its existing secured lines of
credit with CFC, including arrangements for wholesale acquisition of new and
used vehicles by South Seas Motors, Inc. ("South Seas"), Registrant's
wholly-owned subsidiary. Registrant has sought to modify its arrangements with
CFC and to obtain additional financing from CFC. In addition, Registrant has
sought to obtain funds through a bank and new investors and through the sale of
assets, including its automobile dealerships. Registrant has been unsuccessful
in these endeavors.
As a result of containing cash flow difficulties, Registrant and South
Seas have experienced significant delinquencies in payments to their creditors,
including CFC. In CFC's case, some delinquencies involved sales of vehicles
without remitting the required amount of proceeds to CFC. CFC has responded by
taking possession of substantially all of South Seas' inventory of new and used
vehicles and the proceeds of vehicle sales: all of this inventory and proceeds
was collateral under existing secured lines of credit with CFC. As a result
South Seas suspended operations in late October. Further negotiations with CFC
have not resulted in financing arrangements that would permit South
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Seas to resume operations. Accordingly, on November 13, 1996, Registrant, South
Seas and Alan Robin entered into an agreement (the "CFC Agreement") pursuant to
which Registrant and South Seas were required to surrender to CFC all its
collateral under secured lines of credit in lieu of foreclosure. This collateral
constituted substantially all of the assets of South Seas. As a result, South
Seas has ceased doing business as a going concern. Since South Seas represented
Substantially all of the assets of Registrant, it too has ceased to do business
as a going concern.
As a result of the circumstances described herein, Registrant has
defaulted on its payment of
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interest in the amount of $14,050 under its $281,000 10% Debentures due
2007, and has no prospects for making further payment of principal or
interest on the Debentures. Likewise, neither Registrant or South Seas has
prospects of paying their other creditors.
Registrant expects to wind-up its affairs promptly. Registrant's
tangible assets amount to less than $1,000 and its liabilities are approximately
$13 million. Substantially all of Registrant's and South Seas' employees have
resigned or been terminated and, as described in Item 4 below, Price Waterhouse
LLP has resigned as Registrant's independent public accountants.
In light of these developments, Registrant lacks the resources to
prepare reliable interim financial statements for financial reporting purposes.
Accordingly, Registrant will not file its quarterly report on Form 10-Q for the
period ended September 30, 1996, and does not expect to make any further
periodic filings with the Securities and Exchange Commission.
ITEM 4. Changes in Registrant's Certifying Accountant
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(a) On November 12, 1996, Price Waterhouse LLP resigned as
Registrant's independent accountants. For the years ended December 31, 1994 and
1995, Price Waterhouse's report on Registrant's financial statements did not
contain an adverse opinion or a disclaimer of opinion and
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was not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the two most recent fiscal years and the interim period
preceding resignation there were no disagreements with Price Waterhouse on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure and no reportable event within the meaning of Item
304(a)(1) (iv) of Regulation S-K, 17 C.F.R. (S) 229.304.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
1. Agreements dated November 15, 1996, among South Seas Motors,
Inc., Pacific International Services Corporation, Alan Robin
and Chrysler Financial Corporation.
2. Letter of Price Waterhouse LLP dated November 15, 1996.
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 hereunto duly authorized.
PACIFIC INTERNATIONAL SERVICES CORP.
(Registrant)
Date: November 18, 1996 By: /s/ Alan M. Robin
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Alan M. Robin
President