================================================================================
- - --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-14474
AMERTRANZ WORLDWIDE HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-3309110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2001 Marcus Avenue
Lake Success, New York 11042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 326-9000
Inapplicable
(Former name, former address and former fiscal year if changed
from last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x/ No
At February 7, 1997, the number of shares outstanding of the registrant's common
stock was 5,926,504.
================================================================================
- - --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Part I - Financial Information Page
Item 1. Financial Statements:
Consolidated Balance Sheets,
December 31, 1996 and June 30, 1996 2
Consolidated Statements of Operations
for the Three and Six Months Ended
December 31, 1996 3
Consolidated Statement of
Cash Flows for the Six Months Ended
December 31, 1996 4
Notes to Unaudited Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Part II - Other Information
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1996 June 30, 1996
----------------- -------------
ASSETS (unaudited)
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 425,967 $ 377,490
Accounts receivable less allowance
(December 31, $395,326; June 30, $371,322) 9,709,491 7,598,390
Prepaid expenses and other current assets 584,200 557,192
---------- ------------
Total current assets 10,719,658 8,533,072
PROPERTY AND EQUIPMENT, net 1,221,769 829,442
DEBT ISSUANCE COST, net of accumulated amortization
(December 31, $3,367,698; June 30, $3,264,232) - 103,466
OTHER ASSETS 334,103 1,373,314
GOODWILL, net of accumulated amortization
(December 31, $439,804; June 30, $191,460) 12,317,280 11,900,735
---------- ------------
Total assets 24,592,810 $ 22,740,029
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable 5,772,194 $ 7,699,721
Accrued expenses 2,121,539 2,028,274
Note payable to bank 1,810,260 1,641,347
Note payable to affiliate 4,067,018 3,954,989
Current portion of long-term debt due to affiliate 3,279,216 3,150,000
Current portion of long-term debt - 3,975,000
Lease obligation-current portion 15,979 21,034
Taxes payable 17,099 -
---------- ------------
Total current liabilities 17,083,305 22,470,365
LONG-TERM DEBT DUE TO AFFILIATE 4,333,330 8,000,000
LONG-TERM DEBT 150,000 -
LEASE OBLIGATION--LONG-TERM 13,135 18,315
---------- ------------
Total liabilities 21,579,770 30,488,680
---------- ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock, $10 par value; 2,500,000 shares authorized,
shares issued and outstanding: 220,000 2,200,000 -
Common stock, $.01 par value; 15,000,000 shares authorized,
shares issued and outstanding: December 31,
5,926,504; June 30, 3,626,504 59,265 36,265
Paid-in capital 20,065,977 8,567,675
Accumulated deficit (19,300,952) (16,341,341)
Less: Treasury stock, 106,304 shares held at cost (11,250) (11,250)
---------- -------------
Total stockholders' equity (deficit) 3,013,040 (7,748,651)
---------- ------------
Total liabilities and stockholders' equity (deficit) 24,592,810 $ 22,740,029
========== ============
</TABLE>
The accompanying notes are an integral part of this
consolidated balance sheet.
2
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1996 1996
---- ----
<S> <C> <C> <C> <C> <C> <C>
Operating revenue $19,452,096 34,719,864
Direct costs 14,720,682 26,292,367
---------- -----------
Gross profit 4,731,414 8,427,497
Selling, general and administrative expenses 5,876,194 10,687,454
---------- -----------
Loss from operations (1,144,780) (2,259,957)
Interest (expense) (345,727) (782,137)
Other income 28,115 82,483
---------- ------------
Net loss $(1,462,392) $(2,959,611)
=========== ============
Net loss per share $ (0.25) $ (0.50)
=========== ============
Weighted average shares outstanding 5,926,504 5,889,004
=========== ============
</TABLE>
The accompanying notes are an integral part of this
consolidated statement.
3
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
December 31, 1996
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,959,611)
Bad debt expense 24,004
Depreciation and amortization 397,615
Decrease in debt issuance costs 103,466
Adjustments to reconcile net loss to net cash used in operating activities-
Increase in accounts receivable (1,331,797)
Increase in prepaid expenses and other current assets (123,515)
Decrease in other assets 33,322
Decrease in accounts payable and accrued expenses (2,325,773)
Increase in taxes payable 17,099
-----------
Net cash used in operating activities (6,165,190)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (377,884)
Acquisition of Consolidated Air Services, net of cash acquired 105,602
Net cash used in investing activities (272,282)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering - net of costs 12,304,696
Issuance of common stock 23,000
Net borrowings from note payable to bank 168,913
Repayment of short-term debt (4,445,784)
Repayment of long-term debt (1,666,670)
Proceeds from revolving loan due to affiliate 112,029
Payment of lease obligations (10,235)
-----------
Net cash provided by financing activities: 6,485,949
-----------
Net increase in cash and cash equivalents 48,477
CASH AND CASH EQUIVALENTS, beginning of the period 377,490
-----------
CASH AND CASH EQUIVALENTS, end of the period $ 425,967
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for:
Interest 131,034
Income taxes 12,131
</TABLE>
The accompanying notes are an integral part of this
consolidated statement.
4
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(Unaudited)
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Issuance of preferred stock as partial repayment of long-term debt $2,000,000
Issuance of preferred stock for the acquisition of Consolidated Air Services
("Consolidated") $ 200,000
Issuance of note payable to Consolidated stockholders $ 150,000
On October 10, 1996, Consolidated merged with and into Amertranz Worldwide Holding Corp. and
subsidiaries ("the Company") pursuant to the terms of a merger agreement dated as of September 30, 1996. In
conjunction with the acquisition, the resulting goodwill is as follows:
Net assets assumed $ 121,539
Purchase Price $ 786,428
---------
Goodwill $ 664,889
=========
</TABLE>
The accompanying notes are an integral part of this
consolidated statement.
5
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Notes to Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-Q and Regulation S-X related to
interim period financial statements and, therefore, do not include all
information and footnotes required by generally accepted accounting principles.
However, in the opinion of management, all adjustments (consisting of normal
recurring adjustments and accruals) considered necessary for a fair presentation
of the consolidated financial position of the Company and its subsidiaries at
December 31, 1996 and their consolidated results of operations and cash flows
for the quarter ended December 31, 1996 have been included. The results of
operations for the interim periods are not necessarily indicative of the results
that may be expected for the entire year. Reference should be made to the annual
financial statements, including footnotes thereto, included in the Amertranz
Worldwide Holding Corp. (the "Company") Form 10-K for the six months ended June
30, 1996.
Note 2 - Acquisition
On October 10, 1996, Consolidated Air Services, Inc., an Arizona Corporation
("Consolidated") merged (the "Merger") with and into the Company pursuant to the
terms of an Agreement of Merger dated as of September 30, 1996.
In the Merger, all of the issued and outstanding shares of Consolidated were
exchanged for an aggregate of 20,000 shares of the Company's Class B Preferred
Stock valued through independent valuation at $28.55 per share. Each share of
the Company's Class B Preferred Stock is convertible, at the option of the
holder thereof at any time after October 10, 1997, into 10 shares of the
Company's Common Stock. The acquisition has been accounted for as a purchase.
Accordingly, the purchase price has been allocated on the basis of the estimated
fair market value of the assets acquired and the liabilities assumed. In
addition, the Company issued a promissory note to the Consolidated Stockholders
in the aggregate principal amount of $150,000, and the Company incurred $65,428
in legal and professional fees associated with the acquisition. The total
resulting goodwill is $664,889.
For the 12 months ended June 30, 1996, Consolidated generated gross revenues of
$5,995,000 and net income of $347,000.
Note 3 - Subsequent Event
On January 16, 1997, the Company entered into a three year $10 million Accounts
Receivable Management and Security Agreement ("BNY Facility") with BNY Financial
Corp. ("BNY") which replaced the existing facility with Fidelity Funding of
California, Inc. ("Fidelity"). Under the Agreement, the Company can borrow the
lesser of $10.0 million or 85% of eligible accounts receivable. The Company's
borrowings under the BNY Facility are secured by a first lien on all of the
Company's assets.
Upon the closing of BNY facility, the Company borrowed $5,534,037. Of the amount
borrowed; $3,570,768 was used to pay down a note payable to TIA, $1,819,552 was
used to retire a note payable to Fidelity and $143,717 was used to provide the
Company with additional working capital.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Form 10-Q contains certain forward-looking statements reflecting the
Company's current expectations and there can be no assurances that the Company's
actual future performance will meet such expectations. Forward-looking
statements are preceded by an asterisk (*).
Results of Operations
The Company began its existence as the holding company for the combined
operations of Amertranz Worldwide, Inc. ("Amertranz") and the freight forwarding
business of TIA, Inc. ("TIA") and Caribbean Freight System, Inc. ("CFS") on
February 8, 1996. From and after February 8, 1996, the freight forwarding
business of TIA and CFS was operated through the Company's Caribbean Air
Services subsidiary. Prior to such date, the operations of Amertranz and the
freight forwarding business of TIA and CFS were independent of each other. The
following discussion relates to the combined results of the Company for the
three month period October 1, 1996 through December 31, 1996 and the six month
period July 1, 1996 through December 31, 1996.
Three Months ended December 31, 1996
Operating Revenue. Operating revenue was $19.5 million for the period
October 1, 1996 through December 31, 1996.
Cost of Transportation. Cost of transportation was 75.7% of operating
revenue for the period.
Gross Profit. Gross profit for the period was 24.3% of operating
revenue.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the period was 30.2% of operating revenue.
Six Months Ended December 31, 1996
Operating Revenue. Operating revenue was $34.7 million for the period
July 1, 1996 through December 31, 1996.
Cost of Transportation. Cost of transportation was 75.7% of operating
revenue for the period.
Gross Profit. Gross profit for the period was 24.3% of operating
revenue.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the period was 30.8% of operating revenue.
Liquidity and Capital Resources
On July 3, 1996, the Company completed an initial public offering ("IPO") of
2,300,000 shares of common stock and redeemable common stock purchase warrants
at an initial offering price of $6.00 per share and $0.10 per warrant. The
proceeds from the IPO, net of underwriting discounts and commissions and after
deducting expenses of the IPO, were approximately $12,300,000. Of this amount,
$4,137,000 was used to repay the outstanding principal and interest balance on
earlier bridge financings, $373,000 was used to repay the outstanding principal
and interest balance on earlier interim financing, $2,000,000 was used as
partial payment on a pre-IPO obligation to TIA and CFS ("Exchange Note"), and
approximately
7
<PAGE>
$700,000 was used to repay overdue trade payables. The remaining balance of the
proceeds was retained by the Company for working capital purposes. Additionally,
TIA and CFS exchanged $2,000,000 principal amount of the Exchange Note for
200,000 shares of the Company's Class A Preferred Stock.
On January 16, 1997, the Company entered into a three year $10 million Accounts
Receivable Management and Security Agreement ("BNY Facility") with BNY Financial
Corp. ("BNY") which replaced the existing facility with Fidelity Funding of
California, Inc. ("Fidelity"). Under the Agreement, the Company can borrow the
lesser of $10.0 million or 85% of eligible accounts receivable. The Company's
borrowings under the BNY Facility are secured by a first lien on all of the
Company's assets.
Upon the closing of the BNY facility, the Company borrowed $5,534,037. Of the
amount borrowed; $3,570,768 was used to pay down a note payable to TIA,
$1,819,552 was used to payoff a note payable to Fidelity and $143,717 was used
to provide additional working capital.
Capital expenditures for the six months ended December 31, 1996 were $377,884.
*Cash needs of the Company are currently met by funds generated from operations
and the BNY Facility. The Company believes that its current financial resources
will be sufficient to finance its operations and obligations for the short term.
However, the Company's actual working capital needs for the long and short terms
will depend upon numerous factors, including the Company's operating results,
the cost of increasing the Company's sales and marketing activities, changes in
law which affect doing business in Puerto Rico, and competition, none of which
can be predicted with certainty. To the extent the Company's long term working
capital needs are not met from these sources, additional financing will be
necessary.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(a) Amertranz is a defendant in a lawsuit initiated by the trustee in bankruptcy
of Aeronautics Express, Inc. ("AEI"), a company with whom Amertranz engaged in
discussions concerning a prospective business combination during the early
spring of 1994. The complaint was filed in the United States Bankruptcy Court
for the Southern District of New York in December, 1995, and alleges that
Amertranz improperly obtained control over the assets of AEI, committed fraud in
connection with the business discussion, breached an agreement not to solicit
the business or customers of AEI, induced AEI to convey property to Amertranz
for less than fair value and failed to pay AEI compensation for services
rendered by AEI to Amertranz. The complaint sought damages in excess of
$11,000,000. The Company reached an agreement with the trustee in bankruptcy to
settle the litigation for $50,000, and this settlement was approved by the
United States Bankruptcy Court on October 30, 1996. The Company has paid the
full amount of this settlement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 17, 1996, the Company held its Annual Meeting of Shareholders. The
only matter submitted to the shareholders for a vote was the election of
directors. At the meeting, Michael Barsa, Brian K. Coventry, Richard A. Faieta
and Stuart Hettleman were elected to serve as directors until the next annual
meeting of shareholders of the Company and until their successors are duly
elected and qualified. At least 4,502,897 shares were voted in favor of the
election of each director and, no more than 28,790 shares were voted to withhold
approval of the election of any director. As a result, the Company's Board of
Directors following the meeting consists of Messrs. Barsa, Coventry, Faieta and
Hettleman.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No.
3.2 Amendment to By-Laws of Amertranz Worldwide Holding Corp., and
complete By- Laws as amended
27 Financial Data Schedule
(b) Reports on Form 8-K:
On October 21, 1996, the Company filed a current Report on Form 8
- - - K, as amended November 26, 1996, reporting the acquisition, by merger, of
Consolidated Air Services, Inc. Included in such Report were the following
financial statements of the acquired business:
Report of Independent Public Accountants
Balance Sheet as of June 30, 1996
Statement of Operations for the Year Ended June 30, 1996
Statement of Shareholders' Equity for the Year Ended June 30, 1996
Statement of Cash Flows for the Year Ended June 30, 1996
Notes to Financial Statements
9
<PAGE>
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.
Dated: February 7, 1997 AMERTRANZ WORLDWIDE HOLDING CORP.
Registrant
/S/ Stuart Hettleman
---------------------------------
President, Chief Executive Officer
/S/ Philip J. Dubato
---------------------------------
Vice President, Chief Financial Officer
C67833.198
10
<PAGE>
EXHIBIT 3.2
AMENDMENT TO BY-LAWS
OF
AMERTRANZ WORLDWIDE HOLDING CORP.
(EFFECTIVE DECEMBER 17, 1996)
ARTICLE I
DIRECTORS
SECTION 1. NUMBER AND TERM. - The number of directors shall be
as designated from time to time by resolution of the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be elected and
shall qualify. A director need not be a stockholder.
SECTION 5. FILLING OF VACANCIES. - In the case of any vacancy
in the Board of Directors through death, resignation, disqualification, removal
or other cause, the remaining directors, by affirmative vote of the majority
thereof, may elect a successor to hold office for the unexpired portion of the
term of a director whose place shall be vacant, and until the election of his
successor, or until he shall be removed, prior thereto in accordance with these
By-Laws. In the event of the number of directors being increased as provided in
these By-Laws, the additional directors so provided for shall be elected by the
directors already in office, and shall hold office until the next annual meeting
of stockholders and thereafter until his or their successors shall be elected.
<PAGE>
BY-LAWS
OF
AMERTRANZ WORLDWIDE HOLDING CORP.
(AS AMENDED THROUGH DECEMBER 17, 1996)
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. - The registered office shall be
established and maintained at c/o the corporation, 2001 Marcus Avenue, Lake
Success,, New York 11042 and the corporation shall be the registered agent of
this corporation in charge thereof.
SECTION 2. OTHER OFFICES. - The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.
SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.
SECTION 3. VOTING. - Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by
<PAGE>
each, shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 4. QUORUM . - Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote the meeting.
SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for
any purpose or purposes may be called by the President or Secretary, or by
resolution of the directors. Stockholders holding at least 10% of the
outstanding shares entitled to vote at a stockholders' meeting shall also have
the right to call special meetings of the stockholders.
SECTION 6. NOTICE OF MEETINGS. - Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
- 2 -
<PAGE>
SECTION 1. NUMBER AND TERM. - The number of directors shall be as
designated from time to time by resolution of the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be elected and
shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS. - Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES - If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
SECTION 4. REMOVAL. - Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.
SECTION 5. FILLING OF VACANCIES. - In the case of any vacancy in the
Board of Directors through death, resignation, disqualification, removal or
other cause, the remaining directors, by affirmative vote of the majority
thereof, may elect a successor to hold office for the unexpired portion of the
term of a director whose place shall be vacant, and until the election of his
successor, or until he shall be removed, prior thereto in accordance with these
By-Laws. In the event of the number of directors being increased as provided in
these By-Laws, the additional directors so provided for shall be elected by the
directors already in office, and shall hold office until the next annual meeting
of stockholders and thereafter until his or their successors shall be elected.
SECTION 6. POWERS. - The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders.
SECTION 7. COMMITTEES. - The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate
members-of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of any member
or such committee or committees, the member or members thereof present at any
such meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of
- 3 -
<PAGE>
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the By-Laws of the corporation; and
unless the resolution, these By-Laws, or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.
SECTION 8. MEETINGS. - The newly elected Board of Directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.
Unless restricted by the incorporation document or elsewhere in these
By-laws, members of the Board of Directors or any committee designated by such
Board may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.
Regular meetings of the Board of Directors may be scheduled by a
resolution adopted by the Board. The Chairman of the Board or the President or
Secretary may call, and if requested by any two directors, must call special
meeting of the Board and give five days' notice by mail, or two days' notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice, immediately after the annual meeting of
shareholders.
SECTION 9. QUORUM. - A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.
SECTION 10. COMPENSATION. - Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the board, or of such committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the board or committee.
- 4 -
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. - The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall be elected by the
Board of Directors and who shall hold office until their successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The officers shall be elected at the first meeting of the Board of Directors
after each annual meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 4. PRESIDENT. - The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation . Except
as the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.
SECTION 6. TREASURER. - The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
- 5 -
<PAGE>
SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by the law or by these By-Laws, and in case of his absence or refusal
or neglect so to do, any such notice may be given by any person thereunto
directed by the President, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He shall record
all the proceedings of the meetings of the corporation and of the directors in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to him by the directors or the President. He shall have the custody of
the seal of the corporation and shall affix the same to all instruments
requiring it, when authorized by the directors or the President, and attest the
same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. - Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. - A certificate of stock, signed by
the Chairman or Vice-Chairman of the Board of Directors, if they be elected,
President or Vice-President, and the Treasurer or an Assistant Treasurer, or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned (1) by a transfer agent other than the corporation or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.
SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation
shall be transferrable only upon its books by the holders thereof in person or
by their duly authorized attorneys or legal representatives, and upon such
transfer the old certificate shall be surrendered to the corporation by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. - In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a
- 6 -
<PAGE>
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjournment
meeting.
SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL. - The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "Corporate Seal, Delaware, 1996". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall be
determined By resolution of the Board of Directors.
SECTION 8. CHECKS. - All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage, prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
- 7 -
<PAGE>
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal of By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.
ARTICLE VII
INDEMNIFICATION
No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability which may be specifically defined by law or (4) a transaction from
which the director derived an improper personal benefit, it being the intention
of the foregoing provision to eliminate the liability of the corporation's
directors to the corporation or its stockholders to the fullest extent permitted
by law. The corporation shall indemnify to the fullest extent permitted by law
each person that such law grants the corporation the power to indemnify.
C64896.198
- 8 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements as of and for the period ended December 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001009480
<NAME> AMERTRANZ WORLDWIDE HOLDING CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 426
<SECURITIES> 0
<RECEIVABLES> 10,105
<ALLOWANCES> 395
<INVENTORY> 0
<CURRENT-ASSETS> 10,720
<PP&E> 1,827
<DEPRECIATION> 606
<TOTAL-ASSETS> 24,593
<CURRENT-LIABILITIES> 17,083
<BONDS> 0
0
2,200
<COMMON> 59
<OTHER-SE> 754
<TOTAL-LIABILITY-AND-EQUITY> 24,593
<SALES> 34,720
<TOTAL-REVENUES> 34,720
<CGS> 26,292
<TOTAL-COSTS> 26,292
<OTHER-EXPENSES> 10,687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 782
<INCOME-PRETAX> (2,960)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,960)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,960)
<EPS-PRIMARY> (0.50)
<EPS-DILUTED> 0
</TABLE>
