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
Date of report (Date of earliest event reported): June 15, 1998
AMERTRANZ WORLDWIDE HOLDING CORP.
(Exact name of Registrant as specified in charter)
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Delaware 001-14474 11-3309110
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
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7001B Cessna Drive, P.O. Box 35329
Greensboro, North Carolina 27425
(910) 668-7500
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
Not Applicable
(Former name or former address of Registrant, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On June 15, 1998, Amertranz Worldwide Holding Corp. (the "Company") and
its wholly-owned subsidiary, Caribbean Air Services, Inc. ("CAS"), entered into
a definitive Asset Purchase Agreement to sell all of the operating assets of CAS
to Geologistics Corporation ("Geologistics") for $27 million in cash.
Other than with respect to certain obligations pursuant to leases and
other agreements included in the assigned assets, Geologistics will not be
assuming any obligations of the Company or CAS.
Under the terms of the Agreement, the Company will retain its accounts
receivable, and the Company expects that CAS will realize an additional $4
million from CAS's accounts receivable after payment of its liabilities.
For the nine months ended March 31, 1998, revenues from the operations
of CAS contributed approximately $40 million to the Company's total revenues,
and income from the operations of CAS contributed approximately $3.2 million to
the Company's operating income.
A copy of the press release issued by the Company, including a pro
forma balance sheet giving the effect of the transaction as if it was completed
as of March 31, 1998 and the resulting deleveraging of the Company's balance
sheet, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith and set forth following the signatures
hereto:
Exhibit No.
99.1 Press Release, dated June 16, 1998, issued by Amertranz Worldwide
Holding Corp.
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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.
AMERTRANZ WORLDWIDE HOLDING CORP.
Date: June 16, 1998 By: /s/ Stuart Hettleman
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Stuart Hettleman, President
C71844.198
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Exhibit 99.1
AMERTRANZ HOLDING CORP. IN DEFINITIVE AGREEMENT TO SELL SUBSIDIARY FOR $27
MILLION
Sale of Caribbean Air Services Will Increase Net Worth By Over $24 Million
BALTIMORE--(BUSINESS WIRE)--June 16, 1998 -- Amertranz Worldwide Holding Corp.
(OTC:AMTZ) announced today that it has entered into a definitive agreement with
GeoLogistics Corporation, of Denver, Colo., for the sale of the operating assets
of its Caribbean Air Services, Inc. subsidiary for $27 million in cash, with
Amertranz expecting an additional $4 million from Caribbean's accounts
receivable after payment of its liabilities.
In announcing the sale, the Company said its strategy is to deleverage
its balance sheet and provide required working capital to take advantage of the
many growth opportunities available to its Target AirFreight, Inc. subsidiary.
Amertranz said that upon closing the transaction, its tangible net worth will
increase by approximately $24 million and its working capital will increase by
approximately $19 million. Caribbean reported approximately $40 million in
revenues and approximately $3.2 million in operating income for the nine months
ended March 31, 1998. The Company also released the following pro forma balance
sheet giving the effect of the transaction as if it was completed as of March
31, 1998, and the resulting deleveraging of the balance sheet.
BT Alex Brown represented Amertranz in the transaction. The agreement
is subject to normal and customary regulatory approvals.
Stuart Hettleman, President and Chief Executive Officer of Amertranz,
said, "The sale of Caribbean is another step in our strategy to restructure the
Company and to provide working capital to take advantage of the growth
opportunities for our Target AirFreight subsidiary. Target, with an annual sales
rate of approximately $50 million, has significant growth potential through its
world-wide air freight network, however, the Company did not have the capital
necessary to exploit this potential."
Mr. Hettleman added, "The Company's initial restructuring in June 1997
has resulted in three consecutive profitable quarters. After considerable
review, our Board of Directors determined it was best to deleverage the
Company's balance sheet to provide the necessary capital for Target's future
growth.
"With the substantial improvement in our financial strength, Target
AirFreight will be able to take advantage of numerous opportunities, including
improved vendor pricing and attracting quality personnel and agents on a
world-wide basis, which we believe will drive the Company's profitability."
Amertranz Worldwide Holding Corp. provides freight forwarding services
through its wholly-owned subsidiaries, Caribbean Air Services, Inc and Target
AirFreight, Inc. The Company also provides total logistics services.
Statements contained in this press release that are not historical
facts are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Although Amertranz Worldwide believes
that the expectations reflected in such forward-looking statements are
reasonable, the forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projections.
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Amertranz Worldwide Holding Corp.
Pro Forma Balance Sheet
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March 31, 1998
Unaudited Pro Forma*
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 406,872 $ 10,648,824
Accounts receivable, net of allowance
for doubtful accounts 16,382,301 16,382,301
Prepaid expenses and other current assets 665,667 438,113
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Total current assets 17,454,840 27,469,238
PROPERTY AND EQUIPMENT, net 925,488 621,355
OTHER ASSETS 94,080 2,040,003
GOODWILL, net of accumulated amortization 13,798,667 13,798,667
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Total assets $ 32,273,075 $ 43,929,263
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 7,446,348 $ 7,446,348
Accrued expenses 2,321,133 2,321,133
Accrued transportation expenses 5,382,448 5,382,448
Reserve for restructuring 1,306,059 1,306,059
Note payable to bank 6,346,095 0
Note payable to affiliate 500,754 0
Notes payable to creditors 53,835 53,835
Current portion of long-term debt due to affiliate 3,046,867 0
Current portion of long-term debt 50,000 50,000
Dividends payable 58,437 58,437
Taxes payable 115,000 1,081,877
Leases obligation - current portion 12,063 12,063
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Total current liabilities 26,639,039 17,712,200
LONG-TERM DEBT DUE TO AFFILIATE 4,000,000 0
LONG-TERM DEBT 50,000 50,000
LEASE OBLIGATION - LONG-TERM 6,251 6,251
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Total liabilities $ 30,695,290 $ 17,768,451
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock $10 par value: 2,500,000 shares
authorized, 617,805 shares issued and
outstanding, respectively 6,105,460 6,105,460
Common Stock $0.01 par value: 15,000,000 shares
authorized, 8,262,844 shares issued and
outstanding, respectively 84,190 84,190
Paid-in-capital 22,496,331 22,496,331
Accumulated deficit (27,096,946) (2,513,919)
Less: Treasury stock, 106,304 shares held at cost (11,250) (11,250)
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Total stockholders' equity (deficit) $ 1,577,785 $ 26,160,812
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Total liabilities and stockholders' equity $ 32,273,075 $ 43,929,263
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* Giving effect of the CAS transaction as if completed on March 31, 1998
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