<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): NOVEMBER 26, 1997
-----------------
MCII HOLDINGS (USA), INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 333-08871 86-0830781
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
10 EAST GOLF ROAD, DES PLAINES, ILLINOIS 60016
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(847) 299-9900
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Appears at Page 4
1
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MCII HOLDINGS (USA), INC.
ITEM 5. OTHER EVENTS
On November 26, 1997 Corsorcio G Grupo Dina, S.A. de C.V. and MCII
Holdings (USA), Inc. (the "Registrant") (collectively the "Issuers") commenced
a Consent Solicitation to holders of the Issuers' Senior Secured Discount Notes
due November 15, 2002 (the "Notes") to approve a proposed amendment to the
indenture for the Notes to increase the amount of debt that Motor Coach
Industries International, Inc., the wholly owned U.S. subsidiary of the
Registrant ("MCII"), and its consolidated subsidiaries could incur. The
Issuers are requesting approval of the proposed amendment to increase financial
flexibility and in connection with a new $400 million Senior Secured Credit
Facility being negotiated for MCII. The terms, the conditions and certain
other information relating to the Consent Solicitation are discussed in the
attached Consent Solicitation Statement (the "Consent Solicitation Statement")
dated November 26, 1997 which is incorporated herein by reference.
The Consent Solicitation Statement contains certain forward looking
statements that involve a number of risks and uncertainties including certain
financial information, financial projections and proposed plans, which are
described under the heading "Purpose of the Consent Solicitation" in the
Consent Solicitation Statement. Actual events or results may differ materially
from the Company's expectations. The forward looking statements in the Consent
Solicitation Statement represent the Registrant's judgment as of November 26,
1997.
Incorporated by reference are the Consent Solicitation Statement and the
Consent Form issued by the Registrant and Consorcio G Grupo Dina, S.A., de C.V.
on November 26, 1997, copies of which are attached hereto and made a part
hereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed
as a part of this Report and are incorporated herein by reference.
2
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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 thereunto duly authorized.
MCII HOLDINGS (USA), INC.,
a Delaware corporation
Date: November 26, 1997 By: /s/ Guillermo Kareh Aarun
------------------------------
Name: Guillermo Kareh Aarun
Title: Director, General Counsel and
Secretary
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ------------------------------------
<S> <C>
99.1 Consent Solicitation Statement dated
November 26, 1997 of the Registrant and
Consorcio G Grupo Dina, S.A. de C.V.
99.2 Consent Form dated November 26, 1997 of the
Registrant and Consorcio G Grupo Dina, S.A. de C.V.
</TABLE>
4
<PAGE> 1
EXHIBIT 99.1
CONFIDENTIAL
CONSENT SOLICITATION STATEMENT
CONSORCIO G GRUPO DINA, S.A. DE C.V.
and
MCII HOLDINGS (USA), INC.
Solicitation of Consents Relating to
Senior Secured Discount Notes
due November 15, 2002
(CUSIP Numbers 210308AC6 and 0066053389)
Upon the terms and subject to the conditions set forth in this Consent
Solicitation Statement, Consorcio G Grupo Dina, S.A. de C.V., a Mexican
corporation ("Grupo Dina"), and MCII Holdings (USA), Inc., a Delaware
corporation ("MCII Holdings" or the "Company" and, together with Grupo Dina,
the "Issuers"), hereby solicit consents (the "Consent Solicitation") of Holders
(as defined below) as of the Record Date (as defined below) of the Issuers'
Senior Secured Discount Notes due November 15, 2002 (the "Notes") to amend (the
"Proposed Amendment") one of the provisions of the Indenture dated as of April
30, 1996 (the "Indenture") between the Issuers and IBJ Schroder Bank & Trust
Company, as trustee (the "Trustee"), pursuant to which the Notes were issued.
As used herein, "Record Date" refers to 5:00 p.m., New York City time, on
November 25, 1997, and "Holder" refers to each holder of record of the Notes on
the Record Date.
The purpose of the Consent Solicitation is to approve the Proposed Amendment,
which would modify one of the definitions in the Indenture relating to the
incurrence of debt by MCII and its consolidated subsidiaries. The Issuers are
requesting approval of the Proposed Amendment to increase financial flexibility
and in connection with a new $400 million senior secured credit facility (the
"New Credit Facility") being negotiated for Motor Coach Industries
International, Inc., the wholly owned U.S. subsidiary of the Company ("MCII").
The New Credit Facility will contain restrictive and financial covenants that,
among other things, will, except in limited circumstances, prohibit the Company
from accessing the cash flow of its U.S. and Canadian operations, and therefore
could adversely affect the Company's ability to make payments of interest
and/or principal on the Notes. These covenants may be more restrictive than
the covenants currently contained in the Senior Notes Agreement (as defined
herein) and the NBD Credit Facility (as defined herein). Cash interest is
payable on the Notes beginning in November 1998. MCII would use the proceeds
of the New Credit Facility (i) to refinance substantially all the existing
indebtedness, fees, expenses and premium owing by MCII and its subsidiaries,
which totals approximately $308 million, (ii) to pay fees and expenses in
connection with the New Credit Facility and the Consent Solicitation (including
the Consent Fees) and (iii) for
<PAGE> 2
general corporate purposes. See "Purpose of the Consent Solicitation." For a
description of the Proposed Amendment, see "The Proposed Amendment."
In the event that (i) valid consents from Holders representing more than 50% of
the aggregate principal amount of the Notes outstanding as of the Record Date
(the "Requisite Consents") are received (and not revoked) prior to the
Expiration Date (as defined herein) and (ii) the other conditions to this
Consent Solicitation are satisfied or waived, then each Holder, whether or not
such Holder has delivered a valid and unrevoked consent prior to the Expiration
Date, will receive $5 in cash for each $1,000 face amount of Notes (the
"Consent Fee"). Certain holders representing the Requisite Consents have
informed the Issuers that they intend to deliver valid consents. Harris Trust
Company of New York will serve as paying agent (the "Paying Agent") in
connection with the Consent Solicitation. The Paying Agent will pay the
Consent Fees immediately after the funding of the New Credit Facility.
___________
THE CONSENT SOLICITATION EXPIRES AT 10:00 A.M., NEW YORK CITY TIME, ON DECEMBER
10, 1997, UNLESS OTHERWISE EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, BEING
CALLED THE "EXPIRATION DATE"). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO
RECEIPT BY THE ISSUERS OF THE REQUISITE CONSENTS (THE "REQUISITE CONSENT DATE")
ON THE TERMS AND CONDITIONS SET FORTH HEREIN, BUT MAY NOT BE REVOKED THEREAFTER
UNTIL AFTER DECEMBER 29, 1997. SEE "THE CONSENT SOLICITATION--REVOCATION OF
CONSENTS." IF THE PROPOSED AMENDMENT IS ADOPTED, EACH HOLDER OF NOTES WILL BE
BOUND BY THE PROPOSED AMENDMENT, WHETHER OR NOT SUCH HOLDER HAS DELIVERED A
CONSENT.
The Solicitation Agent for the Consent Solicitation is:
SALOMON BROTHERS INC
The Date of this Consent Solicitation Statement is November 26, 1997.
ii
<PAGE> 3
Each Holder is requested to read and carefully consider the information
contained herein and to give its consent to the Proposed Amendment by properly
completing and executing the accompanying Consent Form in accordance with the
instructions set forth herein and therein.
The Proposed Amendment will become effective only upon (i) there being received
(and not revoked) prior to the Expiration Date the Requisite Consents (the
"Requisite Consent Condition"), (ii) execution by the Issuers and the Trustee
of a Supplemental Indenture which embodies the Proposed Amendment (the
"Supplemental Indenture"), and (iii) the satisfaction of certain other
conditions. See "The Consent Solicitation--Conditions to the Consent
Solicitation." The Issuers intend to execute the Supplemental Indenture
immediately prior to funding under the New Credit Facility. If the Proposed
Amendment becomes effective, it will be binding on all Holders, whether or not
such Holders have delivered a Consent Form.
No consent will be deemed to have been accepted until the Supplemental
Indenture is executed by the Issuers and the Trustee and all applicable other
conditions have been satisfied. Consents may be revoked in accordance with the
procedure set forth herein and in the Consent Form at any time prior to the
Requisite Consent Date, but may not be revoked thereafter until after December
29, 1997. See "The Consent Solicitation--Revocation of Consents."
The Issuers expressly reserve the right, in their discretion and regardless of
whether any of the conditions described under "The Consent
Solicitation--Conditions to the Consent Solicitation" have been satisfied,
subject to applicable law, at any time prior to the Expiration Date to (i)
terminate the Consent Solicitation upon the failure to meet a condition
specified herein or for any other reason, (ii) waive any of the conditions to
the Consent Solicitation, (iii) extend the Expiration Date, (iv) amend the
terms of the Consent Solicitation or (v) modify the form or amount of the
consideration to be paid pursuant to the Consent Solicitation. See "The
Consent Solicitation--Expiration Date; Extensions; Amendment."
Only Holders are eligible to consent to the Proposed Amendment. Any beneficial
owner of Notes who is not a Holder of such Notes must arrange with the person
who is the Holder or such Holder's assignee or nominee to execute and deliver a
Consent Form on behalf of such beneficial owner. FOR PURPOSES OF THE CONSENT
SOLICITATION, THE DEPOSITORY TRUST COMPANY ("DTC") HAS AUTHORIZED DTC
PARTICIPANTS ("PARTICIPANTS") SET FORTH IN THE POSITION LISTING OF DTC AS OF
THE RECORD DATE TO EXECUTE CONSENT FORMS AS IF THEY WERE THE HOLDERS OF THE
NOTES HELD OF RECORD IN THE NAME OF DTC OR THE NAME OF ITS NOMINEE.
ACCORDINGLY, FOR PURPOSES OF THE CONSENT SOLICITATION, THE TERM "HOLDER" SHALL
BE DEEMED TO INCLUDE SUCH PARTICIPANTS.
The transfer of Notes after the Record Date will not have the effect of
revoking any consent theretofore validly given, and each properly completed and
executed Consent Form will be counted notwithstanding any transfer of the Notes
to which such Consent Form relates, unless the applicable holder has complied
with the procedure for revoking consents described herein and in the Consent
Form.
HOLDERS WHO WISH TO CONSENT MUST DELIVER THEIR PROPERLY COMPLETED AND EXECUTED
CONSENT FORM TO THE ISSUERS AT THE ADDRESS SET FORTH ON THE BACK COVER PAGE OF
THIS CONSENT SOLICITATION STATEMENT AND IN THE CONSENT FORM IN ACCORDANCE WITH
THE INSTRUCTIONS SET
iii
<PAGE> 4
FORTH HEREIN AND THEREIN. CONSENTS SHOULD NOT BE DELIVERED TO THE TRUSTEE.
HOWEVER, THE ISSUERS RESERVE THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY THE
TRUSTEE. UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER NOTES TO
THE ISSUERS OR THE TRUSTEE AT ANY TIME.
No person has been authorized to give any information or make any
representations other than those contained or incorporated by reference herein
or in the accompanying Consent Form and other materials, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Issuers, the Trustee, the Solicitation Agent or any other
person. The statements made in this Consent Solicitation Statement are made as
of the date hereof, and the delivery of this Consent Solicitation Statement and
the accompanying materials shall not, under any circumstances, create any
implication that the information contained herein is correct after the date
hereof.
Recipients of this Consent Solicitation Statement and the accompanying
materials should not construe the contents hereof or thereof as legal, business
or tax advice. Each recipient should consult its own attorney, business
advisor and tax advisor as to legal, business, tax and related matters
concerning this solicitation.
Terms used in this document that are not otherwise defined herein have the
meanings set forth in the Indenture.
Requests for assistance in completing and delivering Consent Forms or requests
for additional copies of this Consent Solicitation Statement, the Consent Form
or other related documents should be directed to the Issuers. Any question
regarding the Consent Solicitation may be directed to the Solicitation Agent.
You may also contact your broker, dealer, commercial bank or trust company or
nominee for assistance concerning the Consent Solicitation.
iv
<PAGE> 5
AVAILABLE INFORMATION
The Issuers are currently subject to the periodic reporting and
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, file reports, proxy and
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices located at Seven World Trade Center, 13th Floor, New York, New York
10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a website at http: /
/www.sec.gov that contains reports, proxy statements and other information.
Material filed by the Issuers may also be inspected at the offices of the
National Association of Securities Dealers, Inc., Market Listing Section, 1735
K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 333-08871) and
Grupo Dina (File No. 1-11646) with the Commission pursuant to the Exchange Act
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal
year ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
3. The Company's Current Report on Form 8-K and Form 8-K/A, dated February
18, 1997.
4. Grupo Dina's Annual Report on Form 20-F for the fiscal year ended
December 31, 1996.
5. Grupo Dina's Reports on Form 6-K for the months of April, 1997; May,
1997; July, 1997; and October, 1997.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Consent Solicitation Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Consent Solicitation Statement. Subject to the foregoing, all
information appearing in this Consent
v
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Solicitation Statement is qualified in its entirety by the information
appearing in the documents incorporated herein by reference.
Enclosed with this Consent Solicitation Statement is certain non-public
financial information of the Company for the third quarter ended September 30,
1997. Such information is preliminary and subject to change and shall be
amended in its entirety by information to be provided by supplement to this
Consent Solicitation Statement.
The Issuers will provide, without charge, to each Holder to whom this
Consent Solicitation Statement is delivered, upon the written or oral request
of such person, a copy of any or all of the documents relating to the Issuers
that are incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated herein by
reference). Requests for such documents should be directed to MCII Holdings
(USA), Inc., 10 East Golf Road, Des Plaines, Illinois 60016 (Telephone (847)
299-9900), Attention: James D. Guerra.
vi
<PAGE> 7
PURPOSE OF THE CONSENT SOLICITATION
The purpose of the Consent Solicitation is to approve the Proposed
Amendment, which would modify the definition of "Adjusted Subsidiary Debt
Amount" in the Indenture to increase the amount of debt that MCII and its
consolidated subsidiaries could incur. As is currently the case under the
Indenture, Dina Autobuses, S.A. de C.V., a direct subsidiary of the Company
("Dina Autobuses"), will continue to be able to incur an unlimited amount of
indebtedness.
As of October 31, 1997, MCII and its consolidated subsidiaries had $273.6
million of indebtedness outstanding and tangible equity of $290.0 million.
Based on the current definition of Adjusted Subsidiary Debt Amount, the total
amount of indebtedness that MCII and its consolidated subsidiaries could incur
as of October 31, 1997 is $290.0 million. As adjusted to give effect to the
Proposed Amendment, the total amount of indebtedness that MCII and its
consolidated subsidiaries could incur as of October 31, 1997 is $400.5 million,
an increase of $110.5 million, without giving effect to the irrevocable escrow
of funds to fully prepay the Senior Notes (as defined) as described below.
To date, during the month of November 1997, Transportation Manufacturing
Operating, Inc., a subsidiary of MCII ("TMO"), has borrowed (i) $7.3 million
under the NBD Credit Facility in order to make advances to, and declare
dividends in favor of, MCII, which amount Grupo Dina subsequently used to pay
$7.3 million of matured indebtedness of Grupo Dina and (ii) an additional $22.3
million under the NBD Credit Facility. As a result of these actions, based
upon the financial projections of MCII and its consolidated subsidiaries for
the month of November 1997, the Issuers believe that (i) they may have exceeded
the debt incurrence limitation under the Indenture, which would constitute a
violation of that covenant, and (ii) TMO may be in violation of several
covenants of the NBD Credit Facility and the Senior Notes Agreement, including
certain debt incurrence and restricted payment tests. However, the Issuers
also believe, based upon financial projections for the month of December 1997,
which is customarily the Company's strongest month, that (i) they would be in
compliance with the debt incurrence covenant under the Indenture and (ii) TMO
would be in compliance with the covenants of the NBD Credit Facility and the
Senior Notes Agreement. As has been the case in previous years, the Company's
largest customer, Greyhound Lines, Inc., will make payment in December 1997 for
certain buses which it has previously accepted. The payment for December 1997
is expected to be approximately $25 million.
The NBD Credit Facility may be accelerated thirty days after a breach
of a covenant thereunder and the Senior Notes Agreement may be accelerated
immediately upon breach of a covenant thereunder. TMO has started the process
of obtaining waivers for the potential covenant violations discussed above,
although there can be no assurance that such waivers can be obtained. If the
New Credit Facility is entered into, the Company will prepay all the
indebtedness arising under the NBD Credit Facility and the Senior Notes
Agreement and, as a result, such potential covenant violations will become
moot. No Event of Default has occurred yet under the Indenture as a result of
the covenant violations under the NBD Credit Facility and the Senior Notes
Agreement since no acceleration of indebtedness under the NBD Credit Facility
or the Senior Notes Agreement has occurred.
<PAGE> 8
The Issuers are requesting approval of the Proposed Amendment to increase
financial flexibility and in connection with the New Credit Facility. The New
Credit Facility will contain restrictive and financial covenants that, among
other things, will, except in limited circumstances, prohibit the Company from
accessing the cash flow of its U.S. and Canadian operations, and therefore
could adversely affect the Company's ability to make payments of interest
and/or principal on the Notes. These covenants may be more restrictive than
the covenants currently contained in the Senior Notes Agreement and the NBD
Credit Facility. Cash interest is payable on the Notes beginning in November
1998. As described below, MCII would use the proceeds of the New Credit
Facility (i) to refinance substantially all the existing indebtedness, fees,
expenses and premium owing by MCII and its subsidiaries, which totals
approximately $308 million, (ii) to pay fees and expenses in connection with
the New Credit Facility and the Consent Solicitation (including the Consent
Fees) and (iii) for general corporate purposes. Under the Senior Notes
Agreement, TMO is required to give the holders of Senior Notes ten business
days' irrevocable notice prior to prepaying the Senior Notes. Upon closing of
the New Credit Facility, TMO intends to give such ten business days' notice and
irrevocably deposit in escrow the appropriate amount of funds necessary to
prepay the Senior Notes with irrevocable instructions to pay to the holders of
Senior Notes such amounts ten business days after the closing of the New Credit
Facility. The Proposed Amendment would modify the definition of Adjusted
Subsidiary Debt Amount to exclude indebtedness outstanding under the Senior
Notes Agreement from the calculation of Adjusted Subsidiary Debt Amount.
The approval of the Proposed Amendment would enable Grupo Dina and the
Company to commence the first step of refinancing (the "Refinancing")
substantially all the indebtedness of the Company and Grupo Dina, other than
Grupo Dina's 8% Convertible Subordinated Notes due 2004 (the "Convertible
Debentures"). The goal of the Refinancing is to simplify the debt component of
Grupo Dina's and the Company's capital structure and improve their financial
position by reducing their interest expense requirements and extending the term
of their debt maturities. In addition to the repayment of indebtedness in
connection with the New Credit Facility as described above, Grupo Dina and the
Company are considering (i) a new offering by the Company of senior
subordinated notes, (ii) tendering for the Notes and soliciting consents from
the Holders to eliminate substantially all the restrictive covenants in the
Indenture, (iii) refinancing the New Credit Facility with the Company as the
borrower (the "MCII Holdings Credit Facility") and (iv) repaying from either
the remaining capacity under the Revolving Loan (as defined herein) or the
proceeds of the MCII Holdings Credit Facility, substantially all other
indebtedness then outstanding (approximately $65 million), other than
indebtedness owing under the Convertible Debentures. The Issuers expect to
complete the Refinancing in the first half of 1998. The Issuers' ability to
consummate the Refinancing will depend, in part, on prevailing economic
conditions and certain financial, business and other factors beyond their
control. As a result, there can be no assurance that the Issuers will
successfully complete the Refinancing or that the Refinancing will not differ
significantly from the proposed terms described herein.
MCII would use the proceeds of the New Credit Facility to pay fees and
expenses in connection with the New Credit Facility and the Consent
Solicitation (including the Consent Fees), for general corporate purposes and
to refinance the following indebtedness:
2
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(a) all indebtedness, fees, expenses and premium owing by TMO under that
certain Note Agreement, dated as of November 15, 1994, by and among TMO and the
purchasers signatory thereto (as amended, the "Senior Notes Agreement")
relating to the 9.02% Senior Notes due 2002 issued by TMO (the "Senior Notes"),
the aggregate amount of which is set forth in the table below;
(b) all indebtedness, fees and expenses owing by TMO under that certain
Credit Agreement, dated as of September 30, 1996, by and among TMO, the lenders
parties thereto and NBD Bank, as Administrative Agent thereunder (as amended,
the "NBD Credit Facility"), the aggregate amount of which is set forth in the
table below; and
(c) all indebtedness, fees and expenses owing by Motor Coach Industries
Limited ("MCIL") and TMO under that certain Letter Agreement, dated as of April
21, 1997, among MCIL, TMO and Royal Bank of Canada (as amended, the "Royal Bank
Facility"), the aggregate amount of which is set forth in the table below.
3
<PAGE> 10
The following table indicates the sources and uses of funds in
connection with the New Credit Facility:
<TABLE>
<CAPTION>
SOURCES
-------
(in millions)
<S> <C>
New Credit Facility $313.2
USES
----
(in millions)
Senior Notes Agreement $125.0
Prepayment Premium 8.3
NBD Credit Facility 165.0
Royal Bank Facility 9.8
Expenses 5.1
------
Total $313.2
</TABLE>
The New Credit Facility will consist of (i) a $250 million term loan (the
"Term Loan") and (ii) a $150 million revolving loan (the "Revolving Loan").
The proceeds of the Term Loan and a portion of the Revolving Loan will be used
to pay substantially all the existing indebtedness of MCII and its
subsidiaries. Assuming that the Proposed Amendment is approved, after payment
of such indebtedness and the premiums, fees and expenses relating thereto and
the Consent Solicitation, the Issuers expect that approximately $87 million
will be available for additional borrowings under the Revolving Loan following
the funding of the New Credit Facility as described above.
In connection with the Refinancing, Grupo Dina and the Company will also
complete the final steps of a corporate reorganization (the "Corporate
Reorganization") when Grupo Dina contributes its Mexican truck subsidiary, Dina
Camiones S.A. de C.V., to the Company. The objective of the Corporate
Reorganization is to improve the operational and financial flexibility of Grupo
Dina and the Company by having all of Grupo Dina's operating subsidiaries under
the Company, which would serve as a single holding company and credit. Grupo
Dina is currently engaged in discussions to sell to a third party buyer its
plastics component parts businesses, Plasticos Automotrices Dina, S.A. de C.V.
and Dina Composites, S.A. de C.V. in Mexico (collectively, the "Plastics
Businesses"), and Frank Fair Industries, Ltd. in Canada. Frank Fair
Industries, Ltd. is a subsidiary of MCII. In the event Grupo Dina is unable to
reach an agreement to sell these businesses on acceptable terms, the Plastics
Businesses would be contributed to the Company as part of the Corporate
Reorganization and become operating subsidiaries of the Company.
In addition, Grupo Dina plans to undertake a recapitalization (the "Grupo
Dina Recapitalization") in the first half of 1998 with a goal of enhancing
shareholder value by simplifying its equity capitalization, refinancing the
Convertible Debentures and reincorporating into the United States to better
reflect the Company's business profile.
4
<PAGE> 11
THE PROPOSED AMENDMENT
Holders are referred to the Indenture and the form of the Supplemental
Indenture for the full and complete terms of the Proposed Amendment. The form
of the Supplemental Indenture is attached hereto as Exhibit A and copies of the
Indenture are available from the Issuers upon request.
THE CONSENT SOLICITATION
GENERAL
The Proposed Amendment will become effective only (i) after the Company
receives valid and unrevoked consents representing at least a majority in
aggregate principal amount of the Notes outstanding as of the Record Date, (ii)
upon execution of the Supplemental Indenture by the Issuers and the Trustee,
and (iii) the satisfaction of certain other conditions. See "The Consent
Solicitation--Conditions to the Consent Solicitation." The Issuers intend to
execute the Supplemental Indenture immediately prior to funding under the New
Credit Facility. If the Proposed Amendment becomes effective, it will be
binding on all Holders, whether or not such Holders have delivered a Consent
Form. If the Consent Solicitation is terminated for any reason before the
Expiration Date or the other conditions to the Consent Solicitation are neither
satisfied nor waived, the Consents will be void and the Consent Fees will not
be payable.
Failure to deliver a Consent Form will have the same effect as if a Holder
had chosen not to give its consent with respect to the Proposed Amendment. The
delivery of a Consent Form will not affect a Holder's right to sell or transfer
the Notes.
Beneficial owners of Notes who wish to provide a consent and whose Notes
are held, as of the Record Date, in the name of a broker, dealer, commercial
bank, trust company or other nominee institution must contact such nominee
promptly and instruct such nominee, as the Holder of such Notes, to promptly
execute and deliver a Consent Form on behalf of the beneficial owner on or
prior to the Expiration Date.
Consents may be revoked at any time prior to the Requisite Consent Date,
and shall be irrevocable, except as otherwise provided, from and after such
time even if the Consent Solicitation shall be extended beyond that time.
Holders may also revoke consents after December 29, 1997. In the event that
(i) the Requisite Consents are received (and not revoked) prior to the
Expiration Date and (ii) the other conditions to this Consent Solicitation are
satisfied or waived, then each Holder, whether or not such Holder has delivered
a valid and unrevoked consent prior to the Expiration Date, will receive the
Consent Fee. Certain holders representing the Requisite Consents have informed
the Issuers that they intend to deliver valid consents.
5
<PAGE> 12
RECORD DATE
The Record Date for the determination of Holders entitled to give consents
pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on
November 25, 1997. The Issuers reserve the right to establish from time to
time any new date as such Record Date and, thereupon, any such new date will be
deemed to be the "Record Date" for purposes of the Consent Solicitation.
CONSENT FEE
In the event that (i) the Requisite Consents are received (and not
revoked) prior to the Expiration Date and (ii) the other conditions to this
Consent Solicitation are satisfied or waived, then each Holder, whether or not
such Holder has delivered a valid and unrevoked consent prior to the Expiration
Date, will receive the Consent Fee. Certain holders representing the Requisite
Consents have informed the Issuers that they intend to deliver valid consents.
REQUISITE CONSENTS
Holders of Notes as of the Record Date must deliver (and not revoke) valid
consents in respect of more than 50% in aggregate principal amount of the Notes
outstanding in order to approve the Proposed Amendment. For purposes of the
foregoing calculation, Notes held by the Issuers or any of their affiliates
will not be counted as outstanding. As of the date of this Consent
Solicitation Statement, none of the outstanding Notes were held by the Issuers
or any of their affiliates.
The failure of a Holder of Notes as of the Record Date to deliver a
consent (including any failures resulting from broker non-votes) will have the
same effect as if such Holder had not consented to the Proposed Amendment.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" with respect to the Consent Solicitation means
10:00 a.m., New York City time, on December 10, 1997, unless the Issuers, in
their discretion, extend the period during which the Consent Solicitation is
open, in which case the term "Expiration Date" means the latest date and time
to which such Consent Solicitation is extended.
In order to extend the Expiration Date, the Issuers will give notice to
all Holders who have received this Consent Solicitation Statement and the
accompanying Consent Form. The Issuers may extend the Consent Solicitation on
a daily basis or for such specified period of time as they determine in their
discretion.
If the Consent Solicitation is amended or modified in any manner by the
Issuers, they will promptly provide notice to Holders who have received this
Consent Solicitation
6
<PAGE> 13
Statement and the accompanying Consent Form and extend the Consent Solicitation
for an adequate period to permit consents to be delivered or revoked.
Notwithstanding anything to the contrary set forth in this Consent
Solicitation Statement, the Issuers reserve the right, in their discretion and
regardless of whether any of the conditions described below under "--Conditions
to the Consent Solicitation" have been satisfied, subject to applicable law, at
any time prior to the Expiration Date to (i) terminate the Consent Solicitation
upon the failure to meet a condition specified herein or for any other reason,
(ii) waive any of the conditions to the Consent Solicitation, (iii) extend the
Expiration Date, (iv) amend the terms of the Consent Solicitation or (v) modify
the form or amount of the consideration to be paid pursuant to the Consent
Solicitation.
PROCEDURES FOR CONSENTING
All Consent Forms that are properly executed and delivered to the Issuers
prior to the Expiration Date and not timely revoked will be given effect in
accordance with the specifications therein.
Holders who desire to act with respect to the Proposed Amendment should so
indicate by marking the appropriate box in, and signing and dating, the
accompanying Consent Form included herewith and delivering it to the Issuers at
the address set forth in the Consent Form, in accordance with the instructions
contained herein and therein. If none of the boxes in the Consent Form is
checked, but the Consent Form is otherwise completed and signed, the Holder
will be deemed to have consented to the Proposed Amendment. Signatures must be
guaranteed in accordance with paragraph 6 of the Instructions in the Consent
Form.
The Consent Form must be executed in exactly the same manner as the name
of the Holder appears on the Notes. An authorized DTC Participant must execute
the Consent Form exactly as its name appears on DTC's position listing as of
the Record Date. If the Notes are held of record by two or more joint Holders,
all such Holders must sign the Consent Form. If a signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other Holder acting in a fiduciary or representative capacity, such person
should so indicate when signing and must submit proper evidence satisfactory to
the Issuers of such person's authority to so act. If the Notes are registered
in different names, separate Consent Forms must be executed covering each form
of registration. If a Consent Form is executed by a person other than the
Holder, then such person must have been authorized by proper form or in some
other manner acceptable to the Company to execute the Consent Form with respect
to the applicable Notes on behalf of the Holder.
Any beneficial owner of the Notes who is not the Holder of such Notes must
arrange with the person who is the Holder or such Holder's assignee or nominee
to execute and deliver a Consent Form on behalf of such beneficial owner.
If a consent relates to fewer than all the Notes held of record as of the
Record Date by the Holder providing such consent, such Holder must indicate on
the Consent Form the
7
<PAGE> 14
aggregate dollar amount (in integral multiples of $1,000) of such Notes to
whom the consent relates. Otherwise, the consent will be deemed to relate to
all such Notes.
A Holder must complete, sign and date the Consent Form (or photocopy
thereof) for such Holder's Notes and deliver such Consent Form to the Issuers
by mail, first-class postage prepaid, hand delivery, overnight courier or by
facsimile transmission (with an original to be delivered subsequently) at the
address or facsimile number of the Issuers set forth on the last page hereof.
Delivery of Consent Forms should be made sufficiently in advance of the
Expiration Date to assure that the Consent Forms are received prior to the
Expiration Date (and, in the case of facsimile transmission, that original
Consent Forms are received by the Issuers prior to 5:00 p.m., New York City
time, on the third business day following the Expiration Date). Under no
circumstances should any person tender or deliver Notes to the Issuers or the
Trustee at any time.
The Issuers reserve the right to receive Consent Forms by any other
reasonable means or in any form that reasonably evidences the giving of
consent.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of consents and revocations of consents will be
resolved by the Issuers whose determinations will be binding. The Issuers
reserve the absolute right to reject any or all consents and revocations that
are not in proper form or the acceptance of which could, in the opinion of the
Issuers' counsel, be unlawful. The Issuers also reserve the right to waive any
irregularities in connection with deliveries which must be cured within such
time as the Issuers determine. None of the Issuers, the Trustee, the
Solicitation Agent or any other person shall have any duty to give notification
of any such irregularities or waiver, nor shall any of them incur any liability
for failure to give such notification. Deliveries of Consent Forms or notices
of revocation will not be deemed to have been made until such irregularities
have been cured and waived.
REVOCATION OF CONSENTS
Each properly completed and executed consent will be counted in
determining whether the Requisite Consents have been received, notwithstanding
any transfer of the Notes to which such consent relates, unless the procedure
for revocation of Consents described below has been followed.
Each Holder of Notes as of the Record Date who has delivered a consent
pursuant to the Consent Solicitation will agree in the Consent Form that it
will not revoke its consent after receipt by the Issuers of the Requisite
Consents, and that until such time such Holder will not revoke its consent
except in accordance with the conditions and procedures for revocation of
Consents provided below. Holders may also revoke consents after December 29,
1997.
Prior to the Requisite Consent Date, any Holder as of the Record Date may
revoke any consent given as to its Notes or any portion of such Notes (in
integral multiples of $1,000). A consent shall be irrevocable from and after
the Requisite Consent Date until after
8
<PAGE> 15
December 29, 1997. A Holder desiring to revoke a consent must, either
prior to the Requisite Consent Date or after December 29, 1997, deliver to the
Issuers at the address set forth on the back cover of this Consent Solicitation
Statement and on the front page of the Consent Form a written revocation of
such consent containing the name of such Holder, the certificate numbers (if
held in certificated form) or the CUSIP numbers (if held through DTC) of the
Notes to which such revocation relates, and the principal amount of the Notes
to which such revocation relates. Revocations of Consent Forms shall be
effective upon receipt by the Issuers.
The revocation must be executed by such Holder in the same manner as the
Holder's name appears on the consent to which the revocation relates. If a
revocation is signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must so indicate when signing
and must submit with the revocation appropriate evidence of authority to
execute the revocation. A Holder may revoke a consent only if such revocation
complies with the provisions of this Consent Solicitation. Only a Holder of
Notes as of the Record Date is entitled to revoke a consent previously given.
A beneficial owner of Notes held through a DTC Participant as of the Record
Date must instruct such DTC Participant to revoke any consent already given
with respect to such Notes. A revocation that is not received by the Issuers
in a timely fashion and accepted by the Issuers as a valid revocation will not
be effective to revoke a consent previously given.
A revocation of a consent may only be rescinded by the execution and
delivery of a new consent, in accordance with the procedures herein described,
by the Holder who delivered such revocation.
The Issuers reserve the right to contest the validity of any revocation
and all questions as to validity (including time of receipt) of any revocation
will be determined by the Issuers in their discretion, which determination will
be conclusive and binding. None of the Issuers or any of their affiliates, the
Trustee, the Solicitation Agent or any other person will be under any duty to
give notification of any defects or irregularities with respect to any
revocation nor shall any of them incur any liability for failure to give such
notification.
CONDITIONS TO THE CONSENT SOLICITATION
The Consent Solicitation (including the payment of Consent Fees) is
conditioned on the satisfaction of (i) the Requisite Consent Condition, (ii)
the execution of the Supplemental Indenture and (iii) the absence of any law or
regulation which would, and the absence of any injunction or action or other
proceeding (pending or threatened) which (in the case of any action or
proceeding adversely determined) would, make unlawful or invalid or enjoin the
implementation of the Proposed Amendment, the entering into of the Supplemental
Indenture or the payment of any Consent Fee or challenge the legality or
validity thereof.
If any of the conditions are not satisfied on or prior to the Expiration
Date, the Issuers may, in their discretion and upon giving reasonable notice to
the Holders, allow the Consent Solicitation to lapse or extend the solicitation
period and continue soliciting consents
9
<PAGE> 16
pursuant to the Consent Solicitation. The Consent Solicitation may be abandoned
or terminated at any time prior to the Expiration Date by the Issuers, for any
reason, in which case any consents received will be voided and no Consent Fees
will be paid.
FEES AND EXPENSES
The Issuers will bear the costs of the Consent Solicitation. The Issuers
will reimburse the Solicitation Agent for expenses that the Solicitation Agent
incurs in connection with the Consent Solicitation and indemnify the
Solicitation Agent against certain liabilities relating to the Consent
Solicitation.
The Solicitation Agent in the past has provided services to the Issuers
and to entities related to the Issuers and is expected to provide in the future
services to the Issuers and such other entities, for which it has received or
expects to receive customary fees. Grupo Dina has engaged the Solicitation
Agent as the exclusive financial and investment banking advisor in connection
with the Refinancing. In connection with that engagement, the Solicitation
Agent is serving as the syndication agent and arranger under, and a lender for,
the New Credit Facility. The Solicitation Agent will also serve in various
other capacities in connection with the Grupo Dina Recapitalization.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
The following is a summary of the material U.S. federal income tax
consequences of the Proposed Amendment and the receipt of the Consent Fee to
Beneficial Owners and is for general information only. It is based upon
provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
the applicable Treasury Regulations promulgated and proposed thereunder (the
"Regulations"), judicial authority and current administrative rulings and
practice, all of which are subject to change, possibly on a retroactive basis.
This discussion does not purport to address all aspects of U.S. federal income
taxation that may be relevant to particular Beneficial Owners in light of their
individual circumstances or to certain types of Beneficial Owners subject to
special treatment under the Code (for example, insurance companies, tax-exempt
organizations, financial institutions, brokers or dealers in securities,
foreign corporations, non-resident alien individuals and certain U.S.
expatriates), nor does it discuss any aspect of state, local or non-U.S.
taxation or estate and gift tax considerations. Further, this discussion only
deals with Beneficial Owners who are United States persons and assumes that the
Notes are held as "capital assets" within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). For these purposes, a
"United States person" means a person who or which is (i) an individual who is
a citizen or resident of the United States for U.S. federal income tax
purposes, (ii) a corporation or other entity taxable as a corporation created
or organized under the laws of the United States or any state thereof, (iii) a
trust or estate the income of which is subject to U.S. federal income tax
regardless of its source, or (iv) a person
10
<PAGE> 17
whose income or gain with respect to the Notes is otherwise subject to U.S.
federal income tax as net income.
For purposes of this discussion, the term Beneficial Owner means the
person treated as the owner of the Notes.
The Beneficial Owner may be required to include the entire amount of the
Consent Fee in gross income in the year of receipt, possibly as ordinary
income, as a separate fee. However, the Company believes that payment of the
Consent Fee instead should be treated as a modification to the terms of the
Notes.
Under general principles of U.S. federal tax law, the modification of a
debt instrument creates a deemed exchange (upon which gain or loss is realized)
if the modified debt instrument differs materially either in kind or in extent
from the original debt instrument. Under the Regulations, the modification of
a debt instrument is a "significant modification" (i.e., upon which gain or
loss is realized) if, based on all the facts and circumstances and taking into
account all modifications of the debt instrument collectively, the legal rights
or obligations that are altered and the degree to which they are altered is
"economically significant." A modification of a debt instrument that is not a
significant modification is not a deemed exchange upon which gain or loss is
realized. The Regulations provide that a modification of a debt instrument
that adds, deletes or alters customary accounting or financial covenants is not
a significant modification. However, the Regulations further provide that a
change in the yield of a debt instrument is a significant modification under
the Regulations if the yield of the modified instrument (determined taking into
account any payments made to the issuer or holder as consideration for the
modification) varies from the yield on the unmodified instrument (determined as
of the date of the modification) by more than the greater of 1/4 of one percent
(25 basis points) or 5 percent of the annual yield of the unmodified
instrument.
Assuming that payment of the Consent Fee is treated as a modification of
the Notes, and not as a separate fee, the Company does not believe that the
Proposed Amendment and/or the payment of the Consent Fee should cause a
"significant modification" of the terms of the Notes because (i) the
modifications are not economically significant based on all the facts and
circumstances; and (ii) taking into account the Consent Fee paid to the
Beneficial Owners as consideration for the modification, any change in the
yield should not be significant under the Regulations. Therefore, the Company
believes that, in such case, the Proposed Amendment, and/or the payment of the
Consent Fee should not result in a deemed exchange of the Notes for federal
income tax purposes.
In the absence of a significant modification and deemed exchange of the
Notes, the Company believes that the Consent Fee received by Beneficial Owners
should be treated as a payment with respect to the original Notes. Under this
treatment, a Beneficial Owner's receipt of a Consent Fee would constitute
first, a payment of any accrued, but unpaid, interest, which would be taxable
upon receipt as ordinary income, and second, as a return of principal. To the
extent the payment is a return of principal, such amount would not be taxed
currently to the extent of the Beneficial Owner's tax basis in the Notes, and
would be taken as capital gain to the extent the amount of the payment exceeds
the Beneficial Owner's tax basis in the Notes.
11
<PAGE> 18
However, the Internal Revenue Service (the "IRS") could contend that,
taking into account all facts and circumstances, the adoption of the Proposed
Amendment and/or payment of the Consent Fee is a significant modification of
the Notes for U.S. federal income tax purposes. The Company believes that such
treatment is unlikely.
Nevertheless, if there is a significant modification of the Notes for U.S.
federal income tax purposes, the Beneficial Owners would be deemed to have
exchanged the Notes for new notes and would generally recognize any gain or
loss realized to the extent such exchange is a taxable exchange. For this
purpose, if a substantial portion of the Notes are considered "traded on an
established market" for purposes of the Code, then the amount realized with
respect to the new notes should be equal to the fair market value of the Notes
as of the date of the significant modification. If a substantial portion of
the Notes are not considered to be traded on an established market, then the
amount realized with respect to the new notes should be equal to the sum of the
payments under the Notes from the day of the significant modification,
discounted at the "applicable Federal rate") (which is an interest rate
announced monthly by the U.S. Treasury Department). To the extent such
significant modification is treated as occurring on the date of the payment of
the Consent Fee, such amount should also be treated as part of the amount
realized from such deemed exchange. Alternatively, the deemed exchange of
Notes for new notes might be treated as a generally tax-free recapitalization,
in which case Beneficial Owners would recognize gain (in the case where the
significant modification is treated as occurring on the date of the payment of
the Consent Fee) not in excess of the Consent Fee received (and would recognize
no loss). Any such deemed exchange of the Notes may affect the timing,
character and/or amount of income (including original issue discount)
recognized by Beneficial Owners in respect of the Notes.
Beneficial Owners of Notes should be aware that no ruling has been
requested from the IRS regarding the tax consequences of the Proposed Amendment
or payment of the Consent Fee and, no assurance can otherwise be given that the
tax treatment described above will be accepted by the IRS.
BACKUP WITHHOLDING
The receipt of the Consent Fee by a Beneficial Owner may be subject to
backup withholding at the rate of 31% with respect to such payments unless such
Beneficial Owner (1) is a corporation or comes within certain other exempt
categories and, demonstrates this fact, or (2) provides a correct taxpayer
identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. Any amount withheld under these rules will be credited
against the Beneficial Owner's U.S. federal income tax liability. If backup
withholding results in an overpayment of U.S. federal income taxes, a refund
may be obtained from the IRS provided the required information is furnished. A
Beneficial Owner who does not provide its correct taxpayer identification
number may be subject to penalties imposed by the IRS.
THE FOREGOING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY.
BENEFICIAL OWNERS OF NOTES ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS AS
TO THE SPECIFIC
12
<PAGE> 19
CONSEQUENCES TO THEM OF PAYMENT OF THE CONSENT FEE AND THE ADOPTION OF THE
PROPOSED AMENDMENT, INCLUDING THE APPLICABILITY OF STATE, LOCAL AND NON-U.S.
INCOME AND OTHER TAX LAWS.
MISCELLANEOUS
The Consent Solicitation is not being made to, and Consent Forms will not
be accepted from or on behalf of, any Holder in any jurisdiction in which the
making of the Consent Solicitation to such Holder or the acceptance thereof
from such Holder would not be in compliance with the laws of such jurisdiction.
However, the Issuers may in their discretion take such action as they may deem
necessary to make the Consent Solicitation in any such jurisdiction and to
extend the Consent Solicitation to Holders in such jurisdiction.
Questions with respect to the terms of the Consent Solicitation, requests
for assistance in completing and delivering Consent Forms or requests for
additional copies of this Consent Solicitation Statement, the accompanying
Consent Form and other related documents should be directed to the Issuers at
the address and telephone number set forth on the last page hereof. All
executed Consent Forms and any other documents required by the Consent Forms
should be sent to the Issuers at the address set forth in the Consent Form, and
not to any other person.
13
<PAGE> 20
EXHIBIT A
================================================================================
CONSORCIO G GRUPO DINA, S.A. DE C.V.
and
MCII HOLDINGS (USA), INC.,
Issuers
-------
SENIOR SECURED DISCOUNT NOTES DUE NOVEMBER 15, 2002
-------
FIRST SUPPLEMENTAL INDENTURE
December __, 1997
-------
-------
IBJ SCHRODER BANK & TRUST COMPANY
-------
Trustee
================================================================================
<PAGE> 21
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of December __, 1997 (the
"Supplemental Indenture"), is by and among CONSORCIO G GRUPO DINA, S.A. DE
C.V., a Mexican corporation ("Grupo Dina"), MCII HOLDINGS (USA), INC., a
Delaware corporation ("MCII Holdings" or the "Company" and, together with Grupo
Dina, the "Issuers"), and IBJ SCHRODER BANK & TRUST COMPANY, as trustee (the
"Trustee"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to such terms in that certain Indenture, dated as of April
30, 1996, by and among the Issuers and the Trustee (the "Indenture").
W I T N E S S E T H:
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
the Holders of at least a majority in principal amount ("Requisite Holders") of
the Notes then outstanding, the Trustee may, upon satisfaction of the other
conditions for such amendment, supplement and/or waiver set forth in Section
9.02 of the Indenture, join with the Issuers in the execution of such
supplemental indenture;
WHEREAS, the Issuers have received consents to the waivers and amendments
set forth in this Supplemental Indenture from Requisite Holders of the Notes
outstanding as of the date hereof and have delivered an Officers' Certificate
complying with Section 9.06 of the Indenture;
WHEREAS, in connection with the execution and delivery of this
Supplemental Indenture, the Issuers have also delivered to the Trustee an
Opinion of Counsel complying with Section 9.06 of the Indenture; and
WHEREAS, the Issuers and the Trustee desire to enter into, execute and
deliver this Supplemental Indenture in compliance with the provisions of the
Indenture.
NOW, THEREFORE, the Issuers and the Trustee hereby agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders
of the Notes:
A-1
<PAGE> 22
ARTICLE 1
AMENDMENTS
SECTION 1.01. AMENDMENT TO INDENTURE.
Effective as of the date hereof, the Indenture shall be amended as
follows:
(a) The definition of "Adjusted Subsidiary Debt Amount" in Section 1.01
of the Indenture is hereby amended in its entirety to read as follows:
"'Adjusted Subsidiary Debt Amount' means the maximum amount of
consolidated Debt of MCII which in the aggregate would not cause the ratio of
MCII's consolidated Debt to MCII's Consolidated Capitalization to exceed 0.58
to 1.00; provided that for purposes of any such determination, Debt shall be
deemed to exclude (i) Contingent Liabilities and (ii) all indebtedness incurred
under that certain Note Agreement, dated as of November 15, 1994, by and among
Transportation Manufacturing Operating, Inc. and purchasers signatory thereto,
if on the initial funding date under the New Credit Facility (as defined in the
Consent Solicitation Statement dated November 25, 1997 relating to the
Securities), an amount sufficient to prepay all such indebtedness and all
accrued and unpaid interest, premiums and other amounts relating thereto
through the date of payment is deposited into an irrevocable escrow account
concurrently with such funding and an irrevocable ten Business Days' notice of
the full prepayment of such indebtedness is delivered to the holders of such
indebtedness concurrently with such deposit."
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. TRUST INDENTURE ACT CONTROLS.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties
shall control.
SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee hereby accepts the trusts in this Supplemental Indenture
declared and provided upon the terms and conditions set forth in the Indenture.
The Trustee shall not be responsible in any manner whatsoever for the validity
or sufficiency of this Supplemental Indenture or the due execution hereof by
the Issuers or for or in respect of the recitals and statements contained
herein, all of which recitals and statements are made solely by the Issuers.
SECTION 2.03. EFFECT OF AMENDMENT.
Except as hereby expressly amended, the Indenture and the Notes issued
thereunder are in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.
A-2
<PAGE> 23
SECTION 2.04. GOVERNING LAW.
THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 2.05. COUNTERPART ORIGINALS.
The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.
SECTION 2.06. HEADINGS, ETC.
The headings of the Articles and Sections of this Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered
a part of this Supplemental Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.
[signature pages follow]
A-3
<PAGE> 24
SIGNATURES
Dated as of December __, 1997 CONSORCIO G GROUP DINA, S.A. DE C.V.
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
Attest:
(SEAL)
- -----------------------------
Dated as of December __, 1997 MCII HOLDINGS (USA), INC.
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
Attest:
(SEAL)
- -----------------------------
Dated as of December __, 1997 IBJ SCHRODER BANK & TRUST COMPANY
Trustee
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
Attest:
(SEAL)
- -----------------------------
A-4
<PAGE> 25
Requests for assistance in completing and delivering Consent Forms or
requests for additional copies of this Consent Solicitation Statement, the
Consent Form or other related documents should be directed to:
MCII HOLDINGS (USA), INC.
10 East Golf Road
Des Plaines, Illinois 60016
Attention: James D. Guerra
Telephone: (847) 299-9900
Facsimile: (847) 299-9965
Any question regarding the Consent Solicitation may be directed to the
Solicitation Agent at the telephone number and location listed below. You may
also contact your broker, dealer, commercial bank or trust company or nominee
for assistance concerning the Consent Solicitation.
The Paying Agent for the Consent Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
Telephone: (212) 701-7666
The Solicitation Agent for the Consent Solicitation is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
Attention: Michael Zicari
Telephone: (212) 783-3738
Facsimile: (212) 783-2318
<PAGE> 1
EXHIBIT 99.2
CONSORCIO G GRUPO DINA, S.A. DE C.V.
AND
MCII HOLDINGS (USA), INC.
SENIOR SECURED DISCOUNT NOTES DUE NOVEMBER 15, 2002
(CUSIP NUMBERS 210308AC6 AND 0066053389)
CONSENT FORM
for Consent to the Proposed Amendment
Pursuant to the Consent Solicitation Statement Dated November 26, 1997
TO: Consorcio G Grupo Dina, S.A. de C.V.
and
MCII Holdings (USA), Inc.
By Courier, Hand Delivery, or Mail, By Facsimile Transmission:
First Class Postage Prepaid:
MCII Holdings (USA), Inc. (847) 299-9965
10 East Golf Road
Des Plaines, Illinois 60016 To Confirm Receipt of Facsimile
Attention: James D. Guerra Transmission:
(847) 299-9900 (847) 299-9900
The Consent Solicitation is made by Consorcio G Grupo Dina, S.A. de C.V.
("Grupo Dina") and MCII Holdings (USA), Inc. ("MCII Holdings" or the "Company"
and, together with Grupo Dina, the "Issuers"), only to Holders (as defined
below) of the Senior Secured Discount Notes due November 15, 2002 (the "Notes")
of the Issuers, as described in the accompanying Consent Solicitation Statement
dated November 26, 1997 (the "Consent Solicitation Statement"). The term
"Holder" as used herein means any holder of record of the Notes as of 5:00
p.m., New York City time, on November 25, 1997 (the "Record Date").
Capitalized terms used herein but not defined herein have the meanings given to
them in the Consent Solicitation Statement. The Consent Solicitation expires
at 10:00 a.m., New York City time on December 10, 1997, unless extended.
<PAGE> 2
HOLDERS WHO WISH TO CONSENT MUST DELIVER THEIR PROPERLY COMPLETED AND
EXECUTED CONSENT FORMS BY MAIL, FIRST-CLASS POSTAGE PREPAID, HAND DELIVERY,
OVERNIGHT COURIER OR BY FACSIMILE TRANSMISSION (WITH AN ORIGINAL TO BE
DELIVERED SUBSEQUENTLY) TO THE ISSUERS (NOT TO THE TRUSTEE) AT THE ADDRESS OR
FACSIMILE NUMBER SET FORTH ABOVE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
HEREIN AND IN THE CONSENT SOLICITATION STATEMENT. HOWEVER, THE ISSUERS RESERVE
THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY THE TRUSTEE. UNDER NO
CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER NOTES TO THE ISSUERS OR THE
TRUSTEE AT ANY TIME.
Only Holders are eligible to consent to the Proposed Amendment. Any
beneficial owner of the Notes who is not a Holder of such Notes must arrange
with the person who is the Holder or such Holder's assignee or nominee to
execute and deliver a Consent Form on behalf of such beneficial owner. FOR
PURPOSES OF THE CONSENT SOLICITATION, THE DEPOSITORY TRUST COMPANY ("DTC") HAS
AUTHORIZED DTC PARTICIPANTS ("PARTICIPANTS") SET FORTH IN THE POSITION LISTING
OF DTC AS OF THE RECORD DATE TO EXECUTE CONSENT FORMS AS IF THEY WERE THE
HOLDERS OF THE NOTES HELD OF RECORD IN THE NAME OF DTC OR THE NAME OF ITS
NOMINEE. ACCORDINGLY, FOR PURPOSES OF THE CONSENT SOLICITATION, THE TERM
"HOLDER" SHALL BE DEEMED TO INCLUDE SUCH PARTICIPANTS. The Issuers reserve the
right to establish from time to time any new date as the Record Date and,
thereupon, any such new date will be deemed to be the "Record Date" for
purposes of the Consent Solicitation.
2
<PAGE> 3
CONSENT
By execution hereof, the undersigned acknowledges receipt of the Consent
Solicitation Statement. The undersigned hereby represents and warrants that
the undersigned is a Holder of the Notes indicated below and has full power and
authority to take the action indicated below in respect of such Notes. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Issuers to be necessary or desirable to perfect the undersigned's
consent.
The undersigned acknowledges that the undersigned must comply with the
provisions of this Consent Form, and complete the information required herein,
to validly consent to the Proposed Amendment set forth in the Consent
Solicitation Statement. The effectiveness of the Proposed Amendment is
conditioned on, among other things, (i) there being received (and not revoked)
on or prior to the Expiration Date (as defined below), the effective consent to
the Proposed Amendment by at least a majority in aggregate principal amount of
Notes that are outstanding as of the Record Date and (ii) the execution of the
Supplemental Indenture by the Issuers and the Trustee.
Please indicate by marking the appropriate box below whether you wish to
(i) consent to the Proposed Amendment or (ii) not consent to the Proposed
Amendment. The undersigned acknowledges that Consent Forms delivered pursuant
to any one of the procedures described under the heading "The Consent
Solicitation--Procedures for Consenting" in the Consent Solicitation Statement
and in the instructions hereto will constitute a binding agreement among the
undersigned and the Issuers upon the terms and subject to the conditions of the
Consent Solicitation. The undersigned further understands that if no box is
checked, but this Consent Form is executed and delivered to the Issuers, the
undersigned will be deemed to have consented to the Proposed Amendment. The
undersigned hereby agrees that it will not revoke any consent it grants hereby
except in accordance with the procedures set forth herein and in the Consent
Solicitation Statement.
===========================================================================
CONSENT DO NOT CONSENT
[ ] [ ]
===========================================================================
3
<PAGE> 4
Unless otherwise specified in the table below, this Consent Form relates
to the total principal amount of the Notes held of record by the undersigned at
the close of business on the Record Date. If this Consent Form relates to less
than the total principal amount of the Notes so held, the undersigned has
listed on the table below the serial numbers (with respect to the Notes not
held by depositaries) and principal amount of the Notes for which consent is
given. If the space provided below is inadequate, list the certificate numbers
and aggregate principal amounts on a separate signed schedule and affix the
list to this Consent Form.
The undersigned authorizes the Issuers to deliver this Consent Form and
any proxy delivered in connection herewith to the Trustee as evidence of the
undersigned's actions with respect to the Proposed Amendment.
- --------------------------------------------------------------------------------
DESCRIPTION OF THE SENIOR SECURED DISCOUNT NOTES
DUE NOVEMBER 15, 2002 OF
CONSORCIO G GRUPO DINA, S.A. DE C.V.
AND
MCII HOLDINGS (USA), INC.
(CUSIP NUMBERS 210308AC6 AND 0066053389)
- --------------------------------------------------------------------------------
Principal Amount
With Respect to
Name and Address Certificate Aggregate Principal Which Consents are
of Holder Number(s)* Amount of Note(s)** Given**
- --------------------------------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
TOTAL: PRINCIPAL AMOUNT CONSENTING $________________.
- --------------------------------------------------------------------------------
* Need not be completed by Holders whose Notes are held of record by
depositories.
** Unless otherwise indicated in the column labeled "Principal Amount
With Respect to Which Consents Are Given," the Holder will be deemed to
have consented in respect of the entire aggregate principal amount
indicated in the column labeled "Aggregate Principal Amount of Note(s)."
All principal amounts must be in multiples of $1,000.
- --------------------------------------------------------------------------------
4
<PAGE> 5
IMPORTANT - READ CAREFULLY
If this Consent Form is executed by the Holder, it must be executed in
exactly the same manner as the name of the Holder appears on the Notes. An
authorized DTC Participant must execute this Consent Form exactly as its name
appears on DTC's position listing as of the Record Date. If the Notes are held
of record by two or more joint Holders, all such Holders must sign the Consent
Form. If a signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other Holder acting in a
fiduciary or representative capacity, such person should so indicate when
signing and must submit proper evidence satisfactory to the Issuers of such
person's authority to so act. If the Notes are registered in different names,
separate Consent Forms must be executed covering each form of registration. If
a Consent Form is executed by a person other than the Holder, then such person
must have been authorized by proxy or in some other manner acceptable to the
Issuers to vote the applicable Notes on behalf of the Holder.
================================================================================
SENIOR SECURED DISCOUNT NOTES DUE NOVEMBER 15, 2002
OF CONSORCIO G GRUPO DINA, S.A. DE C.V. AND
MCII HOLDINGS (USA), INC.
================================================================================
SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) of Holder(s)
Date:
---------------------------------------------------------------------------
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity (full title):
----------------------------------------------------------
Address:
------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
----------------------------------------------------
Tax Identification or Social Security No.:
--------------------------------------
================================================================================
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED, SEE INSTRUCTIONS 5 AND 6 BELOW)
Authorized Signature:
-----------------------------------------------------------
Name and Title:
-----------------------------------------------------------------
(Please Print)
Date:
---------------------------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
================================================================================
5
<PAGE> 6
INSTRUCTIONS FOR CONSENTING HOLDERS FORMING PART
OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION
1. DELIVERY OF THIS CONSENT FORM. Subject to the terms and conditions
set forth herein and in the Consent Solicitation Statement, a properly
completed and duly executed copy of this Consent Form and any other documents
required by this Consent Form must be received by the Issuers at the address or
facsimile number set forth on the cover hereof on or prior to the Expiration
Date (provided that the executed original of each document sent by facsimile
transmission on or prior to the Expiration Date must be received by the Issuers
at the address prior to 5:00 p.m., New York City time, on the third business
day following the Expiration Date). THE METHOD OF DELIVERY OF THIS CONSENT
FORM AND ALL OTHER REQUIRED DOCUMENTS TO THE ISSUERS IS AT THE RISK OF THE
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
ISSUERS. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY. NO CONSENT FORM SHOULD BE SENT TO ANY PERSON OTHER THAN THE ISSUERS.
Any beneficial owner of the Notes who is not a Holder of the Notes must
arrange with the person who is the Holder (e.g., held in the name of DTC or the
beneficial owner's broker, dealer, commercial bank, trust company or other
nominee institution) or such Holder's assignee or nominee to execute and
deliver this Consent Form on behalf of such beneficial owner.
2. EXPIRATION DATE. The Consent Solicitation expires at 10:00 a.m., New
York City time on December 10, 1997, unless the Issuers, in their discretion,
extend the period during which the Consent Solicitation is open, in which case
the term "Expiration Date" shall mean, with respect to the Consent Solicitation
as so extended, the latest date and time to which such Consent Solicitation is
extended. In order to extend the Expiration Date, the Issuers will give notice
to all Holders who have received the Consent Solicitation Statement and this
Consent Form. The Issuers may extend the Consent Solicitation on a daily basis
or for a specified period of time.
3. QUESTIONS REGARDING VALIDITY, FORM, LEGALITY, ETC. All questions as
to the validity, form, eligibility (including time of receipt) and acceptance
of consents and revocations of consents will be resolved by the Issuers whose
determinations will be binding. The Issuers reserve the absolute right to
reject any or all consents and revocations that are not in proper form or the
acceptance of which could, in the opinion of the Issuers' counsel, be unlawful.
The Issuers also reserve the right to waive any irregularities in connection
with deliveries which must be cured within such time as the Issuers determine.
None of the Issuers, the Trustee or any other person shall have any duty to
give notification of any such irregularities or waiver, nor shall any of them
incur any liability for failure to give such notification. Deliveries of
Consent Forms or notices of revocation will not be deemed to have been made
until such irregularities have been cured or waived. The Issuers'
interpretation of the terms and conditions of the Consent Solicitation
(including this Consent Form and the accompanying Consent Solicitation
Statement and the instructions hereto and thereto) will be binding on all
parties.
4. HOLDERS ENTITLED TO CONSENT. Only a Holder as defined herein (or
its representative or attorney-in-fact) or another person who has complied with
the procedures set forth below may execute and deliver a Consent Form. Any
beneficial owner or registered holder of the Notes who is not the Holder thereof
(e.g., held in the name of DTC or the beneficial owner's broker, dealer,
commercial bank, trust company or other nominee institution) must arrange with
such Holder(s) or
6
<PAGE> 7
such Holder's assignee or nominee to execute and deliver this Consent Form on
behalf of such beneficial owner. FOR PURPOSES OF THE CONSENT SOLICITATION, THE
TERM "HOLDER" SHALL BE DEEMED TO INCLUDE DTC PARTICIPANTS THROUGH WHICH A
BENEFICIAL OWNER'S NOTES MAY BE HELD OF RECORD AS OF THE RECORD DATE IN DTC. A
consent by a Holder is a continuing consent notwithstanding that ownership of a
Note has been transferred subsequent to the Record Date, unless the Holder
timely revokes the prior consent in accordance with the procedures set forth
herein and in the Consent Solicitation Statement.
5. SIGNATURES ON THIS CONSENT FORM. If this Consent Form is signed by
the Holder(s) of the Notes with respect to which this consent is given, the
signature(s) of such Holder(s) must correspond with the name(s) as contained on
the books of the register maintained by the Trustee or as set forth in DTC's
position listing without alteration, enlargement or any change whatsoever.
If any of the Notes with respect to which this consent is given were held
of record on the Record Date by two or more joint Holders, all such Holders
must sign this Consent Form. If any Notes with respect to which this consent
is given have different Holders, it will be necessary to complete, sign and
submit as many separate copies of this Consent Form and any necessary
accompanying documents as there are different Holders.
If this Consent Form is signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should indicate such fact
when signing, and, unless waived by the Issuers, evidence satisfactory to the
Issuers of their authority to so act must be submitted with this Consent Form.
6. SIGNATURE GUARANTEES. All signatures on this Consent Form must be
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, including (as such terms are
defined therein): (a) a bank; (b) a broker, dealer, municipal securities
dealer, municipal securities broker, government securities dealer or government
securities broker; (c) a credit union; (d) a national securities exchange,
registered securities association or clearing agency; or (e) a savings
institution that is a participant in a Securities Transfer Association
recognized program (each an "Eligible Institution"). However, signatures need
not be guaranteed if this Consent is given by or for the account of an Eligible
Institution. If the Holder of the Notes is a person other than the signer of
this Consent Form, see Instruction 5.
7. REVOCATION OF CONSENT. Any Holder of the Notes as to which a
consent has been given may revoke such consent as to such Notes or any portion
of such Notes (in integral multiples of $1,000) by delivering a written notice
of revocation or a changed Consent Form bearing a date later than the date of
the prior Consent Form with the Issuers at any time prior to the Requisite
Consent Date, or after December 29, 1997. Each Holder of Notes who delivers a
consent agrees that it will not revoke its consent after receipt by the Issuers
of the Requisite Consents, and that until such time such Holder will not revoke
its consent except in accordance with the conditions and procedures for
revocation of consents provided herein. Holders may also revoke consents after
December 29, 1997. THE TRANSFER OF THE NOTES AFTER THE RECORD DATE WILL NOT
HAVE THE EFFECT OF REVOKING ANY CONSENT THERETOFORE VALIDLY GIVEN BY A HOLDER OF
SUCH NOTES, AND EACH PROPERLY COMPLETED AND EXECUTED CONSENT FORM WILL BE
COUNTED NOTWITHSTANDING ANY TRANSFER OF THE NOTES TO WHICH SUCH CONSENT RELATES,
UNLESS THE PROCEDURE FOR REVOKING CONSENTS DESCRIBED BELOW HAS BEEN COMPLIED
WITH.
7
<PAGE> 8
To be effective, a notice of revocation must be in writing, must contain
the name of the Holder, and the aggregate principal amount of the Notes to
which it relates and must be (a) signed in the same manner as the original
Consent Form or (b) accompanied by a duly executed proxy or other authorization
(in form satisfactory to the Issuers). Revocation of consents must be sent to
the Issuers at the address set forth in this Consent Form.
To be effective, the revocation must be executed by the Holder of such
Notes in the same manner as the name of such Holder appears on the books of the
register maintained by the Trustee or as set forth in DTC's position listing
without alteration, enlargement or any change whatsoever. If a revocation is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person must indicate such fact when signing and
must submit with the revocation appropriate evidence of authority to execute
the revocation. A REVOCATION OF A CONSENT WILL BE EFFECTIVE ONLY AS TO THE
NOTES LISTED ON THE REVOCATION AND ONLY IF SUCH REVOCATION COMPLIES WITH THE
PROVISIONS OF THIS CONSENT FORM AND THE CONSENT SOLICITATION STATEMENT. Only a
Holder of the Notes is entitled to revoke a consent previously given. A
beneficial owner of the Notes must arrange with the Holder to execute and
deliver on its behalf a revocation of any consent already given with respect to
such Notes. A transfer of Notes after the Record Date must be accompanied by a
duly executed proxy from the relevant Holder if the subsequent transferee is to
have revocation rights with respect to the relevant consent to the Proposed
Amendment. A purported notice of revocation that is not received by the
Issuers in a timely fashion and accepted by the Issuers as a valid revocation
will not be effective to revoke a consent previously given.
A REVOCATION OF A CONSENT MAY ONLY BE RESCINDED BY THE DELIVERY OF A
WRITTEN NOTICE OF REVOCATION OR THE EXECUTION AND DELIVERY OF A NEW CONSENT
FORM. A HOLDER WHO HAS DELIVERED A REVOCATION MAY THEREAFTER DELIVER A NEW
CONSENT FORM BY FOLLOWING ONE OF THE DESCRIBED PROCEDURES AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
The Issuers reserve the right to contest the validity of any revocations.
8. WAIVER OF CONDITIONS. The Issuers reserve the absolute right, subject
to applicable law, to amend, waive or modify the terms and conditions of the
Consent Solicitation.
8
<PAGE> 9
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests
for assistance in completing and delivering Consent Forms or for
additional copies of the Consent Solicitation Statement, this Consent Form or
other related documents should be directed to the Issuers:
MCII HOLDINGS (USA), INC.
10 East Golf Road
Des Plaines, Illinois 60016
Attention: James D. Guerra
(847) 299-9900
Any question regarding the Consent Solicitation may be directed to the
Solicitation Agent at the telephone number and location listed below. You may
also contact your broker, dealer, commercial bank or trust company or nominee
for assistance concerning the Consent Solicitation.
The Paying Agent for the Consent Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
Telephone: (212) 701-7666
The Solicitation Agent for the Consent Solicitation is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
Attention: Michael Zicari
Telephone: (212) 783-3738
Facsimile: (212) 283-2318
9
