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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 is incorporated by
reference from the GeoLogistics Corporation's Current Report on Form 8-K filed
July 22, 1998. 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 which is incorporated by reference from the
GeoLogistics Corporation's Current Report on Form 8-K filed July 22, 1998.
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
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the Certificate of Designation relating to the Preferred Stock. Dividends on
the Preferred Stock will 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 which is incorporated by
reference from the GeoLogistics Corporation's Current Report on Form 8-K filed
July 22, 1998.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The required audited financial statements of CAS are incorporated by
reference from the GeoLogistics Corporation's Current Report on Form
8-K filed July 22, 1998.
(b) The required pro forma financial statements are attached hereto as
Exhibit 99.2.
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. (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference from the GeoLogistics Corporation's Current Report
on Form 8-K filed July 22, 1998).
3.2 Certificate of Designation of Series A Participating Preferred
Stock (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
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 (incorporated by reference from the
GeoLogistics Corporation's Current Report on Form 8-K filed July
22, 1998).
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 (incorporated by reference from the
GeoLogistics Corporation's Current Report on Form 8-K filed July
22, 1998).
10.25 Amendment No. 1 to Amended and Restated Loan Agreement
(incorporated by reference from the GeoLogistics Corporation's
Current Report on Form 8-K filed July 22, 1998).
10.26 Amendment No. 2 to Amended and Restated Loan Agreement
(incorporated by reference from the GeoLogistics Corporation's
Current Report on Form 8-K filed July 22, 1998).
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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 (incorporated
by reference from the GeoLogistics Corporation's Current Report
on Form 8-K filed July 22, 1998).
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 (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
99.1 Financial Statements of Caribbean Air Services, Inc. as of and
for the year ended December 31, 1997 (incorporated by reference
from the GeoLogistics Corporation's Current Report on Form 8-K
filed July 22, 1998).
99.2 Pro Forma Condensed Consolidated Balance Sheet of GeoLogistics
Corporation as of June 30, 1998 and Pro Forma Condensed
Consolidated Statements of Operations for the six months ended
June 30, 1998 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: September 24, 1998 By: /s/ Gary S. Holter
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Gary S. Holter
Chief Financial Officer
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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. (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference from the GeoLogistics Corporation's Current Report
on Form 8-K filed July 22, 1998).
3.2 Certificate of Designation of Series A Participating Preferred
Stock (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
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 (incorporated by reference from the
GeoLogistics Corporation's Current Report on Form 8-K filed July
22, 1998).
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 (incorporated by reference from the
GeoLogistics Corporation's Current Report on Form 8-K filed July
22, 1998).
10.25 Amendment No. 1 to Amended and Restated Loan Agreement
(incorporated by reference from the GeoLogistics Corporation's
Current Report on Form 8-K filed July 22, 1998).
10.26 Amendment No. 2 to Amended and Restated Loan Agreement
(incorporated by reference from the GeoLogistics Corporation's
Current Report on Form 8-K filed July 22, 1998).
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 (incorporated
by reference from the GeoLogistics Corporation's Current Report
on Form 8-K filed July 22, 1998).
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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 (incorporated by reference from the GeoLogistics
Corporation's Current Report on Form 8-K filed July 22, 1998).
99.1 Financial Statements of Caribbean Air Services, Inc. as of and
for the year ended December 31, 1997 (incorporated by reference
from the GeoLogistics Corporation's Current Report on Form 8-K
filed July 22, 1998).
99.2 Pro Forma Condensed Consolidated Balance Sheet of GeoLogistics
Corporation as of June 30, 1998 and Pro Forma Condensed
Consolidated Statements of Operations for the six months ended
June 30, 1998 and for the year ended December 31, 1997.
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Exhibit 99.2
GEOLOGISTICS CORPORATION
Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December, 31 1997
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CAS Pro Forma Pro Forma
Historical (A) Acquisition (D) Adjustments Results
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<S> <C> <C> <C> <C>
Revenues $ 978,249 $ 47,116 $ - $ 1,025,365
Transportation and other direct costs 759,049 36,854 - 795,903
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Net revenues 219,200 10,262 - 229,462
Selling, general and administrative expenses 204,733 5,982 - 210,715
Depreciation and amortization 30,398 34 1,150 (F) 31,582
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Operating profit(loss) (15,931) 4,246 (1,150) (12,835)
Interest expense, net (8,576) (142) (1,349) (H) (10,067)
Other income(expense) (211) (34) - (245)
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Loss before income taxes and minority interest (24,718) 4,070 (2,499) (23,147)
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Income tax expense (benefit) (8,420) 1,606 (539) (H) (7,353)
--------------------------------------------- ------------
Loss before minority interest (16,298) 2,464 (1,960) (15,794)
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Minority interest (1,067) - - (1,067)
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Loss before extraordinary loss (17,365) 2,464 (1,960) (16,861)
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Extraordinary loss on early extiguishment of debt-
net of tax benefit of $1,528 (2,293) - - (2,293)
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Net loss (19,658) 2,464 (1,960) (19,154)
Preferred stock dividends 1,800 1,800
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Loss applicable to common stock $ (19,658) $ 2,464 $ (3,760) $ (20,954)
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Basic loss per common share:
Loss before extraordinary loss $ (8.47) $ 1.20 $ (0.96) $ (8.23)
Extraordinary loss (1.12) - - (1.12)
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Net loss $ (9.59) $ 1.20 $ (1.83) $ (10.22)
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Diluted loss per common share
Loss before extraordinary loss $ (8.47) $ 1.20 $ (0.96) $ (8.23)
Extraordinary loss (1.12) - - (1.12)
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Net loss $ (9.59) $ 1.20 $ (1.83) $ (10.22)
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Weighted average number of common and
common equivalent shares outstanding 2,049,800 2,049,800 2,049,800 2,049,800
</TABLE>
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GEOLOGISTICS CORPORATION
Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 1998
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CAS Pro Forma Pro Forma
Historical (A) Acquisition (D) Adjustments Results
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<S> <C> <C> <C> <C>
Revenues $ 736,875 $ 28,435 $ - $ 765,310
Transportation and other direct costs 554,480 22,460 - 576,940
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Net revenues 182,395 5,975 - 188,370
Selling, general and administrative expenses 174,630 3,701 - 178,331
Depreciation and amortization 7,713 58 575 (F) 8,346
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Operating profit(loss) 52 2,216 (575) 1,693
Interest expense, net (7,337) (60) (674) (H) (8,071)
Other income(expense) 146 (161) - (15)
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Loss before income taxes and minority interest (7,139) 1,995 (1,249) (6,393)
Income tax expense (benefit) (2,236) 798 (270) (H) (1,708)
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Loss before minority interest (4,903) 1,197 (979) (4,685)
Minority interest (373) - - (373)
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Net loss (5,276) 1,197 (979) (5,058)
Preferred stock dividends 900 900
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Loss applicable to common stock $ (5,276) $ 1,197 $ (1,879) $ (5,958)
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Basic loss per common share: $ (2.50) $ 0.57 $ (0.89) $ (2.82)
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Diluted loss per common share $ (2.50) $ 0.57 $ (0.89) $ (2.82)
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Weighted average number of common and
common equivalent shares outstanding 2,113,126 2,113,126 2,113,126 2,113,126
</TABLE>
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GEOLOGISTICS CORPORATION
Pro Forma Condensed Consolidated Balance Sheet
June 30, 1998
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Preferred
Debt Stock CAS Pro Forma Pro Forma
Historical (A) Issuance (B) Issuance (C) Acquisition (D) Adjustments Results
-------------- ------------ ------------ --------------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 24,518 $ 14,785 $ 14,550 $ - $ (29,490) (E) $ 24,363
Accounts receivable 260,714 - - - - 260,714
Deferred income taxes 11,614 - - - - 11,614
Prepaid expenses 14,910 - - 59 - 14,969
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Total current assets 311,756 14,785 14,550 59 (29,490) 311,660
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Property and equipment, at cost 91,856 - - 649 - 92,505
Accumulated depreciation (12,766) - - - - (12,766)
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Net property and equipment 79,090 - - 649 - 79,739
Notes receivable, less current portion 1,772 - - - - 1,772
Deferred income taxes 19,453 - - - - 19,453
Goodwill, net 53,455 - - 28,762 - 82,217
Intangible assets, net 10,607 215 - - - 10,822
Other assets 14,973 - - - - 14,973
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$ 491,106 $ 15,000 $ 14,550 $ 29,470 $ (29,490) $ 520,636
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Current liabilities
Accounts payable $ 106,649 $ - $ - $ - $ - $ 106,649
Accrued expenses 157,902 - - 2,606 (376) (F) 160,132
Income taxes payable 5,181 - - - - 5,181
Current portion of long term debt 13,139 - - - - 13,139
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Total current liabilities 282,871 - - 2,606 (376) 285,101
Long-term debt, less current portion 133,453 15,000 - - - 148,453
Other noncurrent liabilities 51,938 - - - 450 (G) 52,388
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Total liabilities 468,262 15,000 - 2,606 74 485,942
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Minority interest 2,018 - - - - 2,018
Stockholders' equity:
Preferred stock - - 14,550 - - 14,550
Common stock 2 - - 1 (1) (E) 2
Additional paid-in-capital 54,667 - - 26,863 (29,563) (E) 51,967
Accumulated deficit (34,178) - - - - (34,178)
Notes receivable from stockholders (200) - - - - (200)
Cumulative translation adjustment 535 - - - - 535
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Total stockholders' equity 20,826 - 14,550 26,864 (29,564) 32,676
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$ 491,106 $ 15,000 $ 14,550 $ 29,470 $ (29,490) $ 520,636
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</TABLE>
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GEOLOGISTICS CORPORATION
Notes to the Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
(A) Reflects historical condensed consolidated balance sheet of the Company
as of December 31, 1997 and the historical condensed consolidated statements
of operations for the six months ended June 30, 1998 and for the year ended
December 31, 1997.
(B) Reflects the $15 million New Credit Facility and related deferred
financing fees of $.2 million. The New Credit Facility was executed July 10,
1998 with a maturity date of October 15, 2007 and a current interest rate of
LIBOR plus 3.25% (8.83% at July 10, 1998). The funds provided by the facility
were primarily used for the acquisition of Caribbean Air Services ("CAS") and
to pay fees and expenses related thereto. See exhibit 10.27 for additional
terms of the agreement
(C) Reflects the sale of 15,000 shares of Preferred Stock on July 13, 1998
for aggregate consideration of $14.6 million which was primarily used to fund
the CAS acquisition and to pay fees and expenses related thereto.
(D) Reflects the opening balance sheet of CAS as of July 13, 1998 and Pro
Forma results of operations for the six months ended June 30, 1998 and for
the year ended December 31, 1997.
(E) Represents the elimination of the cash paid to acquire CAS, the
investment in CAS and the payment of dividends related to the sale of the
preferred stock as if the sale occurred on January 1, 1997.
(F) The Company estimates as of July 13, 1998 the amount and allocation of
the excess of purchase price over book value of net assets acquired to be as
follows:
<TABLE>
<S> <C>
Purchase price of net assets of CAS $26,864
Transaction costs 376
Direct acquisition costs related to facility closings
to be accrued 2,100
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Total estimated purchase cost $29,340
Book value of net assets purchased 578
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Excess of purchase cost over book value to
be allocated to goodwill $28,762
</TABLE>
The excess of purchase price over net assets acquired is being amortized over
25 years. Pro Forma amortization expenses amounted to $.6 million and $1.2
million for the six months ended June 30, 1998 and for the year ended
December 31, 1997, respectively.
(G) Represents a $30 per share dividend payable at June 30, 1998 related to
the preferred stock. See exhibit 3.2 for additional terms of the preferred
stock.
(H) Represent the Pro Forma adjustments relating to additional interest
expense, amortization of additional deferred financing fees and the related
tax effect based on an estimated tax rate of 40%.
