SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 31, 1997
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(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, NW, Fifth Floor
Washington, DC 20016
(202) 895-1200
(Address of principal executive offices, including zip code
and telephone numbers)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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The supplemental consolidated financial statements of Carey
International, Inc. and Subsidiaries as of November 30, 1995 and 1996, and
August 31, 1997, for each of the years in the three-year period ended November
30, 1996 and for the three month and nine month periods ended August 31, 1997
and 1996, together with the related supplemental schedules and supplemental
Management's Discussion and Analysis of Results of Operations and Financial
Condition, in each case as restated for the merger of Carey International, Inc.
with and into Indy Connection Limousines, Inc. and Subsidiary (consummated on
October 31, 1997) accounted for as a pooling-of-interests under Accounting
Principles Board Opinion No. 16, are filed as exhibits hereto and incorporated
by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information
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a. Financial statements of business acquired.
1 Indy Connection Limousines, Inc. Financial Statements
b. Pro forma financial information
The supplemental financial data schedules (Exhibits 99.1 to 99.8)
provide the pro forma financial information giving effect to the
acquisition of Indy Connection Limousines, Inc.
c. Exhibits.
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The following exhibits are filed herewith:
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. (Previously provided with companies 8-K
filed November 13, 1997.)
11 Supplemental Computations of Earnings Per Share
23 Consent of Coopers & Lybrand L.L.P.
99.1 Supplemental consolidated financial statements of Carey
International, Inc. and Subsidiaries as of August 31, 1997, and
for the three and nine month periods ended August 31, 1997 and
1996, restated for the merger of Carey International, Inc. and
Indy Connection Limousine, Inc. and Subsidiary (consummated on
October 31, 1997) accounted for as a pooling-of-interests
under Accounting Principles Board Opinion No. 16 ("APB No. 16").
Item 7. Financial Statements, Pro Forma Financial Information, (Continued)
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c. Exhibits.
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99.2 Supplemental consolidated financial statements of Carey
International, Inc. and Subsidiaries as of November 30, 1996 and
1995, and for each of the years in the three-year period ended
November 30, 1996 restated for the merger of Carey International,
Inc. and Indy Connection Limousine, Inc. and Subsidiary
(consummated on October 31, 1997) accounted for as a pooling-of-
interests under Accounting Principles Board Opinion No. 16.
99.3 Supplemental Management's Discussion and Analysis of Financial
Condition and Results of Operation restated for the merger of
Carey International, Inc. and Indy Connection Limousine, Inc. and
Subsidiary (consummated on October 31, 1997) accounted for as a
pooling-of-interests under Accounting Principles Board No. 16.
99.4 Supplemental Financial Data Schedules as of and for the nine month
period ended August 31, 1997.
99.5 Supplemental Financial Data Schedule for the nine month period
ended August 31, 1996.
99.6 Supplemental Financial Data Schedules as of and for the year ended
November 30, 1996.
99.7 Supplemental Financial Data Schedules as of and for the year ended
November 30, 1995.
99.8 Supplemental Financial Data Schedule for the year ended
November 30, 1994.
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
Chief Financial Officer
Date: January 13, 1998