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UNITED STATES 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
OCTOBER 27, 2000
Date of Report (Date of earliest event reported)
Commission file number 1-10841
GREYHOUND LINES, INC.
and its Subsidiaries identified in Footnote (1) below
(Exact name of registrant as specified in its charter)
DELAWARE 86-0572343
(State or other jurisdiction of (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)
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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 Autobuses, Inc. 333-27267-08 75-2548617 Delaware
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 5. OTHER EVENTS
On October 24, 2000, Greyhound Lines, Inc. ("Greyhound" or the "Company")
entered into a two year $125 million revolving credit facility, with a $25
million letter of credit sub-facility, ("Revolving Credit Facility") with
Foothill Capital Corporation ("Foothill"), which management believes will be
sufficient to satisfy its projected seasonal and ongoing working capital needs,
as well as its near-term capital expenditure needs. With the closure of this
agreement, Greyhound, an operating company of Laidlaw Inc. ("Laidlaw"), will be
independent of its parent company for financing purposes.
Upon completion of this transaction, $43 million of intercompany amounts due to
Laidlaw were paid by Greyhound, with all remaining intercompany amounts then due
converting to an intercompany loan subordinate to the Revolving Credit Facility.
The intercompany loan matures 91 days after the maturity of the Foothill
agreement.
Letters of credit or borrowings are available under the Revolving Credit
Facility subject to a maximum of $125 million based upon 85% of the appraised
wholesale value of certain bus collateral and 50% of the fair market value
(based on appraisals to be obtained) of certain real property collateral. The
Company currently has availability under the Revolving Credit Facility of $87.5
million and, after obtaining current appraisals on the real property collateral
and pledging additional buses, anticipates having full availability by December
31, 2000.
Borrowings under the Revolving Credit Facility will initially bear interest at a
rate equal to Wells Fargo Bank's prime rate plus 0.50% per annum or LIBOR plus
2.0% as selected by Greyhound. After December 31, 2000, the interest rates will
be subject to quarterly adjustment based upon Greyhound's ratio of debt to
EBITDA for the four previous quarters. Initially, letter of credit fees will be
2.00% per annum based upon the maximum amount available to be drawn under each
letter of credit. After December 31, 2000, letter of credit fees will be based
on the then applicable LIBOR margin.
The Revolving Credit Facility is secured by liens on substantially all of the
assets of the Company and the stock and assets of certain of its subsidiaries.
The Revolving Credit Facility is subject to certain affirmative and negative
operating and financial covenants, including maximum total debt to EBITDA ratio;
minimum EBITDA to interest ratio; minimum shareholder's equity; limitation on
non-bus capital expenditures; limitations on additional liens, indebtedness,
guarantees, asset disposals, advances, investments and loans; and restrictions
on the redemption or retirement of certain subordinated indebtedness or equity
interests, payment of dividends and transactions with affiliates, including
Laidlaw.
This Form 8-K contains forward-looking statements that involve a number of risks
and uncertainties. Among the important factors that could cause actual results
to differ materially from those indicated by such forward-looking statements are
competitive pressures, changes in pricing policies, business conditions in the
marketplace, general economic conditions, timeliness of obtaining updated real
estate appraisals and the risk factors detailed from time to time in Greyhound's
periodic reports and registration statements filed with the Securities and
Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Loan and Security Agreement among Greyhound Lines, Inc., as Borrower,
the Financial Institutions named as Lenders, and Foothill Capital
Corporation as Agent dated October 24, 2000.
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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: October 27, 2000
GREYHOUND LINES, INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
ATLANTIC GREYHOUND LINES OF
VIRGINIA, INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
GLI HOLDING COMPANY
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
GREYHOUND de MEXICO, S.A. de C.V.
By: /s/ Cheryl W. Farmer
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Cheryl W. Farmer
Examiner
SISTEMA INTERNACIONAL de TRANSPORTE
de AUTOBUSES, INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
TEXAS, NEW MEXICO & OKLAHOMA
COACHES, INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
T.N.M. & O. TOURS, INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
VERMONT TRANSIT CO., INC.
By: /s/ Jeffrey W. Sanders
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Jeffrey W. Sanders
Senior Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Loan and Security Agreement among Greyhound Lines, Inc., as
Borrower, the Financial Institutions named as Lenders, and
Foothill Capital Corporation as Agent dated October 24, 2000.