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) SEPTEMBER 10, 1999
GEOLOGISTICS CORPORATION
................................................................................
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-42607 22-3438013
................................................................................
(STATE OR OTHER JURIS- (COMMISSION FILE (IRS EMPLOYER
DICTION OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
13952 DENVER WEST PARKWAY, GOLDEN, COLORADO 80401
................................................................................
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 704-4400
N/A
................................................................................
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 10, 1999, GeoLogistics Corporation, a Delaware
corporation (the "Company"), and its wholly-owned subsidiary, GeoLogistics
Americas, Inc., a Delaware corporation ("Americas"), sold all of the assets
of the business of GeoLogistics Air Services, Inc. (the "GLAS Business") to
FDX Logistics, Inc. (formerly as FDX Global Logistics, Inc.), a Delaware
corporation (the "Purchaser"), pursuant to an Asset Purchase Agreement, dated
as of August 6, 1999 (the "Purchase Agreement"), by and among the Company,
Americas, GeoLogistics Air Services, Inc. ("GLAS"), a Delaware corporation,
FDX Corporation, a Delaware corporation, and the Purchaser. Pursuant to the
terms of the Purchase Agreement, Purchaser transferred all of its right to
receive and take title to the assets of the GLAS Business (the "Assets") to
its wholly-owned direct subsidiary, Caribbean Transportation Services, Inc.
Pursuant to the Purchase Agreement, the Company sold substantially all of the
Assets for aggregate cash consideration of $115,768,361. The Assets consisted
primarily of customer lists, business records, warehouse and computer
equipment, intellectual property, contract rights under service agreements
for freight handling and cargo-aircraft transportation, facility leases,
licenses, cash and trade accounts receivables relating to the provision of
airfreight services between the United States, on the one hand, and Puerto
Rico and the Dominican Republic, on the other. The consideration for the sale
of assets was determined by arm's length negotiations among the parties.
There is no material relationship between the Company and its affiliates,
officers and directors (or any associate of any such officers or directors),
on the one hand, and the Purchaser and its affiliates, officers and
directors, on the other. The proceeds of the disposition of the GLAS Assets
will be applied by the Company to fund the $10,000,000 escrow account
contemplated by the Purchase Agreement, pay fees and expenses associated with
the transaction and reduce revolving debt that was secured by the GLAS Assets.
The Purchase Agreement, Exhibit 10.1, is incorporated herein by
reference from the GeoLogistics Corporation's current report on Form 8-K filed
September 17, 1999.
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ITEM 5. OTHER EVENTS.
In connection with the application of the proceeds of the disposition
of the GLAS Business by the Company, the Company and certain of its subsidiaries
entered into Amendment No. 4 (the "Amendment") to its Amended and Restated Loan
Agreement dated as of October 28, 1997 (as previously amended by Amendment No. 1
dated December 12, 1997, Amendment No. 2 dated as of July 10, 1998, and
Amendment No. 3 dated as of February 26, 1999, the "Loan Agreement"). Pursuant
to the terms of the Amendment, (a) the domestic commitment under the Loan
Agreement was reduced from $100,000,000 to $50,500,000 and the UK commitment
under the Loan Agreement was reduced from $30,000,000 to $20,000,000, provided
that the aggregate obligations outstanding under the domestic commitment and the
UK commitment will not exceed $50,500,000 at any time, (b) the supplemental
commitment under the Loan Agreement was reduced from $30,500,000 to $15,000,000,
(c) (1) the definition of Domestic Borrowing Base was amended to provide that
the domestic borrowing base, and as a result the maximum amount that the Company
may borrow under the domestic portion of the Loan Agreement, will be equal to
the sum of (A) 50% of the eligible receivables of Americas and its restricted
subsidiaries, (B) 65% of other domestic eligible receivables and (C) 100% of the
sponsor collateral then effective instead of 85% of the Company's domestic
receivables and (2) the definition of UK Borrowing Base was amended to provide
that the UK borrowing base, and as a result the maximum amount that the Company
may borrow under the UK portion of the Loan Agreement, will be equal to 65% of
the UK eligible receivables instead of 80% of the UK eligible receivables and
(d) the maturity date under the Loan Agreement was shortened to March 31, 2000,
upon which date all of the obligations under the Loan Agreement will be due and
payable in full. In addition, the Amendment included the following changes,
among others: (a) the base rate margin was increased to 2% per annum, (b) the
Eurodollar rate margin was increased to 3.50% per annum, (c) a Change of Control
Event (as defined in the Amendment) will constitute an event of default under
the Loan Agreement, (d) the letter of credit sublimit was reduced from
$60,000,000 to $30,000,000, (e) the Company and the other borrowers under the
Loan Agreement must repay the outstanding obligations under the Loan Agreement
upon the disposition, subject to certain qualifications, of (1) the capital
stock of any borrower under the Loan Agreement or any of its active
subsidiaries, (2) substantially all of the assets of a division of the Company
or any of its active subsidiaries or (3) the sale of an individual asset having
a value in excess of $5,000,000, (f) the Company's debt restrictions were
amended to add an additional category of permitted debt consisting of no more
than $19,500,000 of "supplemental loans" (or other loans made by the Company's
shareholders outside of the Loan Agreement) that are subordinated to other debt
under the Loan Agreement and unsecured, (g) the covenant relating to EBITDA of
the Company was amended to provide that EBITDA for the three month period ended
December 31, 1999 will not be less than a deficit of $500,000 and (h) the
interest charge coverage ratio covenant was deleted.
The Amendment, Exhibit 10.2, is incorporated herein by reference from
the GeoLogistics Corporation's current report on Form 8-K filed September 17,
1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired: Not applicable.
(b) The required Pro Forma financial statements are attached
hereto as Exhibit 99.2.
(c) Exhibits: The following documents are filed as exhibits to
this report:
Exhibit No. Description
- ----------- -----------
10.1 Asset Purchase Agreement dated as of August 6, 1999
among GeoLogistics Air Services, Inc., GeoLogistics
Americas, Inc., and GeoLogistics Corporation, and
FDX Logistics, Inc. (formerly FDX Global Logistics,
Inc.) and FDX Corporation (incorporated by reference
from the GeoLogistics Corporation's Current Report
on Form 8-K filed September 17, 1999).
10.2 Amendment No. 4, dated as of September 10, 1999, to
the Amended and Restated Loan Agreement dated as of
October 28, 1997 (as previously amended by an
Amendment No. 1 dated December 12, 1997, an
Amendment No. 2 dated as of July 10, 1998, and an
Amendment No. 3 dated as of February 26, 1999, the
"Loan Agreement"), among GeoLogistics Corporation,
GeoLogistics Services, Inc., GeoLogistics Americas,
Inc., The Bekins Company, ILLCAN, Inc., ILLSCOT,
Inc., GeoLogistics Limited, and ING (U.S.) Capital
Corporation (now known as ING (U.S.) Capital LLC and
referred to as "ING Capital"), and ING Bank, N.V.
(London, England Branch) (incorporated by reference
from the GeoLogistics Corporation's Current Report
on Form 8-K filed September 17, 1999).
99.2 Pro Forma Condensed Consolidated Balance Sheet of
GeoLogistics Corporation as of June 30, 1999 and Pro
Forma Condensed Consolidated Statements of
Operations for the six months ended June 30, 1999
and for the year ended December 31, 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: September 27, 1999 By: /s/ Ron Jackson
----------------------------------
Ron Jackson
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Asset Purchase Agreement dated as of August 6, 1999
among GeoLogistics Air Services, Inc., GeoLogistics
Americas, Inc., and GeoLogistics Corporation, and
FDX Logistics, Inc. (formerly FDX Global Logistics,
Inc.) and FDX Corporation (incorporated by reference
from the GeoLogistics Corporation's Current Report
on Form 8-K filed September 17, 1999).
10.2 Amendment No. 4, dated as of September 10, 1999, to
the Amended and Restated Loan Agreement dated as of
October 28, 1997 (as previously amended by an
Amendment No. 1 dated December 12, 1997, an
Amendment No. 2 dated as of July 10, 1998, and an
Amendment No. 3 dated as of February 26, 1999, the
"Loan Agreement"), among GeoLogistics Corporation,
GeoLogistics Services, Inc., GeoLogistics Americas,
Inc., The Bekins Company, ILLCAN, Inc., ILLSCOT,
Inc., GeoLogistics Limited, and ING (U.S.) Capital
Corporation (now known as ING (U.S.) Capital LLC and
referred to as "ING Capital"), and ING Bank, N.V.
(London, England Branch) (incorporated by reference
from the GeoLogistics Corporation's Current Report
on Form 8-K filed September 17, 1999).
99.2 Pro Forma Condensed Consolidated Balance Sheet of
GeoLogistics Corporation as of June 30, 1999 and Pro
Forma Condensed Consolidated Statements of
Operations for the six months ended June 30, 1999
and for the year ended December 31, 1998.
<PAGE>
EXHIBIT 99.2
GEOLOGISTICS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER, 31 1998
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
GLAS Pro Forma Pro Forma
Historical (A) Disposition (C) Adjustments Results
-------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 1,526,753 $ (42,086) $ 1,484,667
Transportation and other direct costs 1,154,533 (30,109) 1,124,424
-------------- --------------- ----------- -----------
Net revenues 372,220 (11,977) - 360,243
Selling, general and administrative expenses 366,268 (5,716) - 360,552
Depreciation and amortization 18,126 (572) 17,554
-------------- --------------- ----------- -----------
Operating profit(loss) (12,174) (5,689) - (17,863)
Interest expense, net (16,984) 1,354 2,364 (D) (13,266)
Other income(expense) (214) - (214)
-------------- --------------- ----------- -----------
Loss before income taxes and minority interest (29,372) (4,335) 2,364 (31,343)
Income tax expense (benefit) 7,729 (2,622) (E) 5,107
-------------- --------------- ----------- -----------
Loss before minority interest (37,101) (1,713) 2,364 (36,450)
Minority interest (932) - - (932)
-------------- --------------- ----------- -----------
Net loss (38,033) (1,713) 2,364 (37,382)
Preferred stock dividends 963 - 963
-------------- --------------- ----------- -----------
Loss applicable to common stock $ (38,996) $ (1,713) $ 2,364 $ (38,345)
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
Basic loss per common share: $ (18.39) $ (0.81) $ 1.11 $ (18.08)
Diluted loss per common share $ (18.39) $ (0.81) $ 1.11 $ (18.08)
Weighted average number of common and
common equivalent shares outstanding 2,120,365 2,120,365 2,120,365 2,120,365
</TABLE>
<PAGE>
GEOLOGISTICS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
GLAS Pro Forma Pro Forma
Historical (A) Disposition (C) Adjustments Results
-------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 761,099 $ (45,505) $ 715,594
Transportation and other direct costs 574,297 (31,933) 542,364
-------------- --------------- ----------- -----------
Net revenues 186,802 (13,572) - 173,230
Selling, general and administrative expenses 191,267 (6,572) - 184,695
Depreciation and amortization 9,701 (621) 9,080
-------------- --------------- ----------- -----------
Operating profit(loss) (14,166) (6,379) - (20,545)
Interest expense, net (11,146) 1,241 2,815 (D) (7,090)
Other income(expense) (450) 161 - (289)
-------------- --------------- ----------- -----------
Loss before income taxes and minority interest (25,762) (4,977) 2,815 (27,924)
Income tax expense (benefit) 1,031 - (E) 1,031
-------------- --------------- ----------- -----------
Loss before minority interest (26,793) (4,977) 2,815 (28,955)
Minority interest (587) - - (587)
-------------- --------------- ----------- -----------
Net loss (27,380) (4,977) 2,815 (29,542)
Preferred stock dividends $ (1,050) (1,050)
-------------- --------------- ----------- -----------
Loss applicable to common stock $ (28,430) $ (4,977) $ 2,815 $ (30,592)
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
Basic loss per common share: $ (13.39) $ (2.34) $ 1.33 $ (14.41)
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
Diluted loss per common share $ (13.39) $ (2.34) $ 1.33 $ (14.41)
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
Weighted average number of common and
common equivalent shares outstanding 2,123,179 2,123,179 2,123,179 2,123,179
</TABLE>
<PAGE>
GEOLOGISTICS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
GLAS Pro Forma Pro Forma
Historical (A) Disposition (C) Adjustments Results
-------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 12,618 $ 7,496 $ 20,114
Accounts receivable 258,178 (13,242) 10,000 254,936
Deferred income taxes 7,228 (5,640) 1,588
Prepaid expenses 22,319 (307) 22,012
-------------- --------------- ----------- -----------
Total current assets 300,343 (13,549) 11,856 298,650
-------------- --------------- ----------- -----------
Property and equipment, at cost 107,889 (1,038) 106,851
Accumulated depreciation (20,157) 184 (19,973)
-------------- --------------- ----------- -----------
Net property and equipment 87,732 (854) - 86,878
Notes receivable, less current portion 1,715 - 1,715
Deferred income taxes 19,134 (17,920) 1,214
Goodwill, net 78,191 (28,218) 49,973
Intangible assets, net 11,316 - 11,316
Other assets 19,630 - 19,630
-------------- --------------- ----------- -----------
$ 518,061 $ (14,403) $ (34,282) $ 469,376
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
Current liabilities
Accounts payable $ 129,807 $ 129,807
Accrued expenses 121,529 121,529
Income taxes payable 6,561 6,561
Current portion of long term debt 19,988 19,988
-------------- --------------- ----------- -----------
Total current liabilities 277,885 - - 277,885
-------------- --------------- ----------- -----------
Long-term debt, less current portion 215,403 (90,142) 125,261
Other noncurrent liabilities 48,617 - 48,617
-------------- --------------- ----------- -----------
Total liabilities 541,905 - (90,142) 451,763
-------------- --------------- ----------- -----------
Minority interest 3,024 - 3,024
Stockholders' (deficit) equity:
Preferred stock 14,550 - 14,550
Common stock 2 2
Additional paid-in-capital 56,091 56,091
Accumulated deficit (96,327) (14,403) 55,860 (54,870)
Notes receivable from stockholders (191) - (191)
Cumulative translation adjustment (993) - (993)
-------------- --------------- ----------- -----------
Total stockholders' equity (26,868) (14,403) 55,860 14,589
-------------- --------------- ----------- -----------
$ 518,061 $ (14,403) $ (34,282) $ 469,376
-------------- --------------- ----------- -----------
-------------- --------------- ----------- -----------
</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 June 30, 1999 and the historical condensed consolidated statements of
operations for the six months ended June 30, 1999 and for the year ended
December 31, 1998.
(B) Reflects the assets of GLAS as of June 30, 1999 sold in accordance with
the Asset Purchase Agreement dated as of August 6, 1999.
(C) Reflects the actual results of operations of GLAS for the six months
ended June 30, 1999 and for the year ended December 31, 1998.
(D)Reflects the reduction of interest expense on outstanding debt as a result
of debt repayments made in conjunction with the receipt of proceeds from the
sale of GLAS.
(E) Additional income tax expense has not been recorded as a result of North
American operating losses in excess of the reduction of interest expense as
previously discussed.
(F) Reflect the use of proceeds from the sale of GLAS, the receivable related
to the escrow account contemplated by the Purchase Agreement, the write-off
of associated goodwill and the realization of deferred tax benefits related
to net operating loss carryforwards utilized as a result of the gain on sale.
