UNITED STATES 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
AUGUST 30, 2002
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)
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:
<Table>
<Caption>
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
802 Commerce Street, 3rd Floor
Dallas, Texas 75201
(214) 849-8616
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
</Table>
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GREYHOUND LINES, INC. AND SUBSIDIARIES
ITEM 5. OTHER EVENTS
In December 2001, Gonzalez, Inc. d/b/a Golden State Transportation ("Golden
State") and 22 current and former employees and agents of Golden State were
indicted as part of a 42-count federal criminal proceeding. The case, filed
before the United States District Court for the District of Arizona, is styled
U.S. v. Gonzalez, Inc, et al., Case No. CR 01-1696-TUC-RCC. On September 4,
2002, a superseding indictment was issued in this proceeding adding 32
additional criminal counts against Golden State and certain individual
defendants, including two newly indicted defendants. The indictment alleges that
the defendants were engaged in a conspiracy, spanning over a two-year period, to
transport and harbor illegal aliens within the United States and to launder
money.
Golden State has pleaded, or is expected to plead, not guilty to the charges and
no trial date has been set for this case. Golden State is currently in the
process of obtaining and assessing the significant volume of evidence amassed by
the Government. At this stage in the proceeding, the probable outcome of this
case cannot be predicted.
Greyhound Lines, Inc. and subsidiaries (the "Company") have a 51.4% ownership
interest in Golden State. The Company also leased 40 buses to Golden State (the
"Lease Buses") and guarantees third party leases of an additional 27 of Golden
State's buses (the "Guarantee Buses"). In addition, the Company has receivables
due from Golden State.
As part of the original indictment, the U.S. Government has sought a forfeiture
of substantially all of Golden State's assets and obtained a restraining order
restricting access to bank accounts and restraining all vehicles. On July 2,
2002, the restraining order was lifted entirely as to Golden State's bank
accounts and future cash receipts. Most of the leased vehicles have also been
released from the restraining order. On August 20, 2002, the Government filed an
in rem civil forfeiture action against the parcels of real property owned by
Golden State. The case, filed before the United States District Court for the
District of Arizona, is styled U.S. v. 130 North 35th Avenue, Phoenix, Arizona,
et al., Case No. CV 02-409-TUC-DCB.
Although Golden State continued to operate following the original indictment,
the resultant legal costs and a decline in business consumed substantially all
available cash. Golden State was in the process of implementing a plan to
restructure their operations in a manner that would improve profitability and
cash flow. However, the Government's potential forfeiture claims impaired Golden
State's ability to raise money utilizing their real property. Faced with funding
insurance renewal premiums in advance and a lack of immediate working capital,
Golden State ceased operations effective August 30, 2002.
During the third quarter the Company anticipates recording an estimated $4
million in pre-tax charges principally from the write-off of the investment in,
and accounts receivable due from, Golden State. As a result of defaults under
the bus leases between Golden State and the Company, Golden State has returned
the Lease Buses to the Company. Additionally, the Company is negotiating to
assign the leases on the Guarantee Buses to the Company. The Company intends to
retain the buses for use in revenue service.
The disclosures and estimates above are based upon the best available
information and judgements of management at this time. Those judgements may
change as additional information becomes available which could result in the
ultimate resolution of the matter being materially different than current
expectations.
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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: September 13, 2002
GREYHOUND LINES, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
ATLANTIC GREYHOUND LINES OF
VIRGINIA, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
GLI HOLDING COMPANY
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
GREYHOUND de MEXICO, S.A. de C.V.
By: /s/ Cheryl W. Farmer
-------------------------------------------
Cheryl W. Farmer
Examiner
SISTEMA INTERNACIONAL de TRANSPORTE de
AUTOBUSES, INC.
By: /s/ Cheryl W. Farmer
-------------------------------------------
Cheryl W. Farmer
Senior Vice President and Chief
Financial Officer
TEXAS, NEW MEXICO & OKLAHOMA
COACHES, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
T.N.M. & O. TOURS, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
VERMONT TRANSIT CO., INC.
By: /s/ Jeffrey W. Sanders
-------------------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
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