SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JULY 13, 1998
GEOLOGISTICS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-42607 22-3438013
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(STATE OR OTHER JURIS- (COMMISSION FILE (IRS EMPLOYER
DICTION OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
13952 DENVER WEST PARKWAY, GOLDEN, COLORADO 80401
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 704-4400
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OF DISPOSITION ASSETS
On July 13, 1998, GeoLogistics Corporation (the "Company") purchased
substantially all of the operating assets and assumed certain of the
liabilities of Caribbean Air Services, Inc., a Delaware corporation ("CAS"), a
wholly-owned subsidiary of Amertranz Worldwide Holding Corp., a Delaware
corporation ("Holding"), for aggregate cash consideration of $27,000,000. CAS
is a provider of air logistics services between the United States, Puerto Rico,
and the Dominican Republic. A copy of the purchase agreement has been attached
hereto as Exhibit 2.1. The purchase price, which was determined by the parties
through arm's length negotiations, was funded by a combination of borrowings
under a newly-executed $15,000,000 credit agreement (the "New Credit Facility")
and proceeds from the private placement of the Company's Series A Participating
Preferred Stock (the "Preferred Stock").
On July 10, 1998 the Company executed the New Credit Facility by and among
the Company and ING (U.S.) Capital Corporation and the lenders party thereto.
The loan is unsecured and is evidenced by promissory notes in aggregate
principal amount of $15,000,000 due October 15, 2007. Borrowings under the
facility are guaranteed by certain direct and indirect domestic subsidiaries of
the Company and the Company's Canadian subsidiary, each of which is either a
borrower or guarantor under the Company's existing loan agreement or its 9 3/4%
Senior Notes due 2007. At the Company's option, interest will accrue on the
loan with reference to either the average of prime commercial lending (or
equivalent) rates publicly announced by certain banks plus 1.75% or the offered
rate for deposits in dollars in the London interbank eurodollar market ("LIBOR")
plus 3.75%. With the exception of mandatory prepayments in connection with
certain change of control events, certain sales of equity interests of the
Company and certain asset dispositions, the New Credit Facility does not contain
any mandatory prepayment provisions. The New Credit Facility provides that the
Company may prepay loans in whole or in part without penalty, subject to
reimbursement of the lender's breakage and redeployment costs in the case of
prepayment of LIBOR loans. The credit facility contains certain covenants and
restrictions on actions by the Company including, without limitation,
restrictions on indebtedness, liens, guarantee obligations, mergers, creation or
dissolution of restricted subsidiaries, investments, loans, advances, dividends
and other restricted payments, transactions with affiliates, sale and leaseback
transactions, prepayment of or amendments to junior obligations, entering other
lines of business and amendments of other indebtedness. The description of the
Credit Facility set forth herein is qualified in its entirety by reference to
the complete text of the agreement that has been attached hereto as exhibit
10.27.
On July 13, 1998 the Company sold 11,000 and 4,000 shares of Preferred
Stock to OCM Principal Opportunities Fund L.P., and Logistical Simon, L.L.C.,
respectively (the "Investors"), for aggregate consideration of $14,550,000. The
Preferred Stock has a liquidation value of $1,000 per share and was sold to the
Investors for $970 per share. The holders of the Preferred Stock are entitled
to payment of quarterly dividends when, as and if declared by the board of
directors of the Company in amounts ranging from $30.00 per share per quarter to
$45.00 per share per quarter, which amount shall be determined based upon the
occurrence of certain events that are specified in the Certificate of
Designation relating to the Preferred Stock. Dividends on the Preferred Stock
will
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accrue and be fully cumulative (whether or not declared) and will bear interest
at rates ranging from 14% per annum to 18% per annum, depending upon the
occurrence of certain events that are specified in the Certificate of
Designation. Upon redemption of the Preferred Stock or liquidation of the
Company, the holders of Preferred Stock will be entitled to receive the
following for each share of Preferred Stock held by such holder: (i) (a)
$1,000, representing the liquidation preference of the Preferred Stock plus (b)
all accrued and unpaid dividends, whether or not declared multiplied by (c) the
applicable liquidation or redemption premium, and (ii) either ten shares of
common stock of the Company or the amount of the fair market value of ten shares
of common stock of the Company. The Preferred Stock has no mandatory redemption
feature and ranks senior to the Common Stock of the Company for payment of
dividends and upon liquidation. The description of the Preferred Stock
contained herein is qualified in its entirety by reference to the Certificate of
Designation of the Preferred Stock attached hereto as Exhibit 3.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The required audited financial statements of CAS are attached hereto
as Exhibit 99.1.
(b) The required pro forma financial statements will be provided by
amendment to this Form 8-K.
Exhibit No. Description
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2.1 Purchase agreement dated as of June 15, 1998 by and among the
Company, Caribbean Air Services, Inc. and Amertranz Worldwide
Holding Corp.
3.1 Amended and Restated Certificate of Incorporation.
3.2 Certificate of Designation of Series A Participating Preferred
Stock.
4.5 First Supplemental Indenture dated as of July 13, 1998 by and
among GeoLogistics Air Services Inc., a wholly owned subsidiary
of GeoLogistics Corporation, and U.S. Bank Trust National
Association, as trustee.
10.1 Fourth Amended and Restated Stockholders Agreement dated as of
July 10, 1998 by and among the Company and the holders listed on
Exhibit A attached thereto.
10.25 Amendment No. 1 to Amended and Restated Loan Agreement.
10.26 Amendment No. 2 to Amended and Restated Loan Agreement.
10.27 Credit Agreement dated as of July 10, 1998 by and among the
Company as borrower and ING (U.S.) Capital Corporation as
administrative agent and the Lenders party thereto.
10.28 Registration Rights Agreement dated as of July 13, 1998 by and
among the company and the holders listed on the signature pages
thereof.
99.1 Financial Statements of Caribbean Air Services, Inc. as of and
for the year ended December 31, 1997.
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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 hereunto duly authorized.
GEOLOGISTICS CORPORATION
Date: July 22, 1998 By: /s/ Gary S. Holter
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Gary S. Holter
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Purchase agreement dated as of June 15, 1998 by and among the
Company, Caribbean Air Services, Inc. and Amertranz Worldwide
Holding Corp.
3.1 Amended and Restated Certificate of Incorporation.
3.2 Certificate of Designation of Series A Participating Preferred
Stock.
4.5 First Supplemental Indenture dated as of July 13, 1998 by and
among GeoLogistics Air Services Inc., a wholly owned subsidiary
of GeoLogistics Corporation, and U.S. Bank Trust National
Association, as trustee.
10.1 Fourth Amended and Restated Stockholders Agreement dated as of
July 10, 1998 by and among the Company and the holders listed on
Exhibit A attached thereto.
10.25 Amendment No. 1 to Amended and Restated Loan Agreement.
10.26 Amendment No. 2 to Amended and Restated Loan Agreement.
10.27 Credit Agreement dated as of July 10, 1998 by and among the
Company as borrower and ING (U.S.) Capital Corporation as
administrative agent and the Lenders party thereto.
10.28 Registration Rights Agreement dated as of July 13, 1998 by and
among the company and the holders listed on the signature pages
thereof.
99.1 Financial Statements of Caribbean Air Services, Inc. as of and
for the year ended December 31, 1997.