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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) August 6, 1999
GeoLogistics Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-42607 22-3438013
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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 August 6, 1999, GeoLogistics Corporation (the "Company") and its
wholly-owned subsidiaries, GeoLogistics Americas, Inc. and GeoLogistics Air
Services, Inc. ("GLAS"), entered into an Asset Purchase Agreement (the
"Purchase Agreement") with FDX Corporation, a Delaware corporation ("FDX"),
and FDX's wholly-owned subsidiary, FDX Global Logistics, Inc., a Delaware
corporation (the "Purchaser"). Pursuant to the Purchase Agreement, the
Purchaser has agreed to purchase substantially all of the assets of GLAS for
aggregate cash consideration of approximately $115,768,000 (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 August 6, 1999, 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 August 6, 1999.
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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: August 9, 1999 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 August 6, 1999.
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Exhibit 99.1
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Contact: Laurie Regan Chase [email protected]
JOE GRACEFFO [email protected]
KALT ROSEN CHASE & COMPANY
415-397-2686
August 6, 1999
GEOLOGISTICS CORPORATION SELLS GEOLOGISTICS AIR SERVICES
GEOLOGISTICS AIR SERVICES TO BE SOLD TO FDX GLOBAL LOGISTICS
DENVER - GeoLogistics Corporation announced it has entered into an agreement
with FDX Global Logistics, Inc., a subsidiary of FDX Corporation, to sell the
assets of its GeoLogistics Air Services (GLAS) unit for approximately $116
million. Completion of the sale is subject to government approval and
certain pre-conditions to closing. GLAS is one of the largest airfreight
providers servicing the U.S. mainland, Puerto Rico and the Dominican
Republic. The transaction is expected to close in the early fall of 1999.
After the sale, the GLAS business will be conducted through Caribbean
Transportation Services, Inc. (CTS), a wholly-owned subsidiary of FDX Global
Logistics.
"While this superb company has been an excellent investment, GLAS serves a
market that is outside our global logistics business plan," explains Roger
Payton, CEO of GeoLogistics Corporation. "The Caribbean has always been
separate and distinct from our established international markets.
Divestiture will provide additional financial resources to service our
liquidity requirements and to continue the development of our international
services in line with the Company's strategy and business plan."
FDX Global Logistics, CTS and GeoLogistics will work together to accomplish a
smooth transition. "Our first priority is to maintain the high level of
service that GLAS customers enjoy today. We are confident of our ability to
do so given the strong management team and employee base that has been
assembled at GLAS under the leadership of Rick Faieta," said Joseph C.
McCarty, President and CEO of FDX Global Logistics. "We look forward to
serving this important market through our new subsidiary, Caribbean
Transportation Services."
"The purchase of the GLAS assets by GeoLogistics in 1998 was financed through
a combination of additional debt and equity capital", says William E. Simon,
Jr., Chairman of GeoLogistics. "Selling this unit achieves three principal
goals for the Company: it reduces debt, it increases net equity and positions
the Company for growth in the international logistics market." The sale will
result in a post-tax gain of approximately $40 million, which will improve
GeoLogistics' results for the period and net equity by a similar amount.
During the quarter ended March 31, 1999, GLAS contributed $26.4 million of
revenue and $4.3 million of EBITDA towards GeoLogistics' consolidated results.
GeoLogistics Corporation is one of the largest non-asset based global
logistics providers headquartered in North America, with $1.5 billion in
annual revenues. The Company has nearly
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1,000 service centers in 140 countries. Global logistics services include
freight forwarding, warehousing, time-definite distribution, customs
brokerage and other value-added services including consulting and supply
chain management. More information may be obtained at the Company's website
www.geo-logistics.com.
This press release contains "forward-looking statements" including statements
regarding the transaction with FDX Global Logistics and the ability of
GeoLogistics to develop its international division, which are based largely
on GeoLogistics' expectations and are subject to various business risks,
uncertainties and consents of third parties, many 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
transactions described in this press release will be consummated or 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 GeoLogistics' registration statement on Form S-4 and
the periodic reports of the Company filed with the Securities and Exchange
Commission. GeoLogistics 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.
