<PAGE>
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): JUNE 16, 1999
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)
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to the press release of Consorcio G Grupo
Dina, S.A. de C.V., a Mexican corporation ("Grupo Dina") and its wholly-owned
subsidiary, MCII Holdings (USA), Inc., a Delaware corporation ("MCII Holdings"),
dated June 16, 1999 attached hereto as Exhibit 99.1 (the "Press Release") and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed as a part of this
report:
Number Description
------ -----------
99.1 Press release issued by Grupo Dina
and MCII Holdings June 16, 1999
-2-
<PAGE>
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: June 22, 1999 By: /s/ Michael L. Graham
-----------------------
Name: Michael L. Graham
Title: Chief Accounting Officer
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
99.1 Press release issued by Grupo Dina and MCII
Holdings June 16, 1999
-4-
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
CONSORCIO G GRUPO DINA, S.A. DE C.V. AND MCII HOLDINGS (USA), INC. ANNOUNCE
EXPIRATION OF TENDER OFFER WITH RESPECT TO THEIR SENIOR SECURED DISCOUNT NOTES
DUE 2002 AND DINA TRUCKS (USA), L.L.C.'S SENIOR SECURED GUARANTEED NOTES DUE
2000, OFFERING OF NEW NOTES, EXECUTION OF NEW CREDIT FACILITY, REDEMPTION OF
REMAINING SENIOR SECURED DISCOUNT NOTES DUE 2002 AND EQUITY INVESTMENT BY
JOSEPH, LITTLEJOHN AND LEVY INC.
DES PLAINES, IL, June 16, 1999. Consorcio G Grupo Dina, S.A. de C.V. ("Grupo
Dina") and MCII Holdings (USA), Inc. ("MCII Holdings") announced today that as
of 10:00 a.m., New York City time, Wednesday June 16, 1999 (the "Expiration
Time"), Grupo Dina's previously announced tender offers (the "Tender Offers") to
purchase up to all of (a) the Senior Secured Discount Notes due 2002 (the
"Discount Notes") issued by Grupo Dina and MCII Holdings, and (b) the Senior
Secured Guaranteed Notes due 2000 (the "Guaranteed Notes") issued by Grupo
Dina's wholly-owned subsidiary, Dina Trucks (USA), L.L.C., and guaranteed by
Grupo Dina and Dina Camiones, S.A. de C.V., had expired and that all notes
tendered were accepted for purchase. As of the Expiration Time, approximately
(a) $206,429,490 principal amount, or 99.9% of outstanding Discount Notes, and
(b) $35,000,000, or 100% of outstanding Guaranteed Notes, had been validly
tendered and not withdrawn.
The total consideration for the Discount Notes and Guaranteed Notes is
identical: (a) tender offer consideration of $980 per $1,000 of notes, plus (b)
a consent payment of $20 per $1,000 of notes, plus (c) accrued interest.
Grupo Dina also announced today that its subsidiary, Transportation
Manufacturing Operations, Inc. ("TMO"), closed its previously-announced private
placement of $152,250,000 of 11-1/4% Senior Subordinated Notes due 2009 (the
"11-1/4% Notes") at a price of 98.575% of the 11-1/4% Notes' stated principal
amount and entered into a new $450 million senior secured credit facility (the
"Credit Facility") comprised of (a) a $333 million seven-year term loan and (b)
$117 million in available revolving credit commitments. TMO will use the
proceeds from the sale of the 11-1/4% Notes, borrowings under the Credit
Facility and cash on hand to fund the payment of consideration and costs of the
Tender Offers and to retire other outstanding indebtedness of Grupo Dina and its
subsidiaries.
The offer and sale of the 11-1/4% Notes have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration under the Securities Act or an exemption from the
registration requirements of the Securities Act.
-5-
<PAGE>
Grupo Dina also announced today that it will call for redemption all
Discount Notes that were not purchased in the Tender Offer on July 19, 1999.
Discount Notes will be redeemed for cash at a redemption price of $1,021.33 per
$1,000 principal amount, which amount includes $21.33 in interest accrued since
the last interest payment date through the redemption date.
The debt refinancings of Grupo Dina and its subsidiaries were
undertaken in conjunction with the previously announced sale by Grupo Dina of a
61% interest in MCII Holdings to an investment group led by Joseph Littlejohn &
Levy, Inc. for $125 million. The remaining 39% of MCII Holdings' equity will
continue to be retained by Grupo Dina.
MCII is the leading designer, manufacturer and distributor of long
distance motor coaches in the U.S. and Canada with a market share in excess of
50%. MCII also produces replacement parts for motor coaches and transit buses,
and sells conversion shells and used coaches through its operating companies. In
Mexico and Latin America, Dina is a leading supplier of medium and heavy-duty
trucks.
-6-
