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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) June 15, 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 5. OTHER EVENTS.
On June 15, 1998, GeoLogistics Corporation (the "Company") entered
into an Asset Purchase Agreement (the "Purchase Agreement") with Amertranz
Worldwide Holding Corp., a Delaware corporation ("Holding"), and Holding's
wholly-owned subsidiary, Caribbean Air Services, Inc., a Delaware corporation
("CAS"). Pursuant to the Purchase Agreement, the Company has agreed to
purchase substantially all of the assets and assume certain of the
liabilities of CAS for aggregate cash consideration of $27,000,000 (the
"Acquisition"). Consummation of the Acquisition is subject to the
satisfaction of certain closing conditions, including the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
On June 15, 1998, the Company issued a press release regarding the
Acquisition. Such press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following documents are filed as exhibits to this report:
Exhibit No. Description
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99.1 Press Release dated June 15, 1998.
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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: June 15, 1998 By: /s/ Ronald Jackson
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Ronald Jackson
Vice President and General
Counsel
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EXHIBIT INDEX
Exhibit
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99.1 Press Release dated June 15, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Laurie Regan Chase
Heidi K. Zuhl
Laurie Chase & Company
415-781-1545
June 15, 1998
GEOLOGISTICS CORPORATION TO EXTEND ITS GLOBAL
NETWORK WITH CARIBBEAN ACQUISITION
GeoLogistics Corporation announced today that it has signed an agreement to
acquire the business of Caribbean Air Services, Inc. ("CAS") for $27 million,
subject to regulatory approval. CAS, a wholly owned subsidiary of AmerTranz
Worldwide Holding Corporation, is a provider of air logistics services
between the United States, Puerto Rico, and the Dominican Republic. CAS
generated approximately $40 million in revenues and approximately $3.2
million in operating income for the nine months ended March 31, 1998. The
acquisition is subject to satisfaction of certain conditions, including
receipt of regulatory approvals.
Following the acquisition, which is expected to close on July 15, 1998, the
business unit will operate as GeoLogistics Air Services, a division of
GeoLogistics Corporation. The acquisition underscores GeoLogistics'
commitment to providing comprehensive logistics services for its customers
and exemplifies expansion of its global network. The company intends to
finance this acquisition through an equal combination of additional debt and
equity capital.
CAS has many clients from various industries in the Puerto Rican marketplace,
particularly in the pharmaceutical and high tech industries.
GeoLogistics takes a different approach to logistics - an industry-centric
view of the market. "While global logistics is our core business, our
primary target industries include: Life Sciences/Medical, Specialty Retail,
High Tech, Telecommunications, Aviation/Defense and Auto Components," said
Roger E. Payton CEO of GeoLogistics "Obviously, CAS is an ideal fit to extend
our pursuit of these goals."
The merger will create enhanced levels of service and product innovation for
the Life Sciences industry as well as others serviced by CAS and
GeoLogistics' Puerto Rican operations.
"This acquisition complements our strategic plan to grow in key aspects of
the logistics business," said Tony Quinn, CEO of GeoLogistics Americas.
"GeoLogistics Air Services will offer
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enhanced logistics services on the island while increasing service levels and
lift capacity off the island.
Rick Faieta, who has led CAS for many years, will continue to serve as CEO of
this business unit and will oversee the merger of CAS's and GeoLogistics'
Puerto Rican operations. Quinn stated that the company is pleased to have
Mr. Faieta and his team join GeoLogistics because they will add to the
considerable experience of our existing, highly focused and dedicated Puerto
Rican team.
GeoLogistics Corporation, formerly International Logistics Limited, is one of
the largest non-asset based global logistics providers headquartered in North
America, with $1.5 billion in annual revenues (last 12 months revenue
run-rate). The Company has approximately 1,000 service centers in 75
countries. Global logistics services include freight forwarding, warehousing,
time-definite distribution, customs brokerage and other value-added supply
chain services including consulting. International Logistics Limited was
formed in 1996 through the acquisition and integration of The Bekins Company,
the LEP Companies and Matrix International. The Company was designed to meet
the evolving service requirements of multinational clients. More information
may be obtained at the Company's Web site at WWW.REAL-LOGISTICS.COM.
This press release contains "forward-looking statements" which are based
largely on the company's expectations and are subject to various business
risks and uncertainties, certain of which are beyond the company's control.
These forward-looking statements are intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform Act of
1995. Actual results could differ materially from these forward-looking
statements as a result of such risks. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained herein will in fact transpire or prove to be accurate. A more
complete listing of cautionary statements and risk factors is contained in
the company's registration statement on Form S-4 filed Securities and
Exchange Commission. The company makes no commitment to disclose any
revisions to forward-looking statements, or any facts, events or
circumstances after the date hereof that bear upon forward-looking statements.
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