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): May 14, 1999
MCII HOLDINGS (USA), INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 333-08871 86-0830781
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
10 East Golf Road, Des Plaines, Illinois 60016
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(Address of principal executive offices) (Zip Code)
(847) 299-9900
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("Grupo
Dina"), commenced tender offers and consent solicitations on May 14, 1999 (the
"Offers to Purchase") relating to (1) all of the $206,499,680 aggregate
principal amount of the Senior Secured Discount Notes due 2002 (the "Discount
Notes") issued by Grupo Dina and its wholly-owned subsidiary, MCII Holdings
(USA), Inc., a Delaware corporation ("MCII Holdings") and (2) all of the
$35,000,000 aggregate principal amount of outstanding 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. Pursuant to Rule 135c under the Securities Act of 1933,
the offer to purchase documents relating to the tender offers and consent
solicitations disclosed that Transportation Manufacturing Operations, Inc., MCII
Holdings' wholly-owned subsidiary, intends to issue approximately $200 million
aggregate principal amount of new senior subordinated notes (the "New Notes").
The offer to purchase documents relating to the tender offers and consent
solicitations also disclosed that the New Notes will not be registered under the
Securities Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act.
On May 14, 1999, Grupo Dina and MCII Holdings issued a press release
announcing that Grupo Dina was commencing the Offers to Purchase relating to (1)
the Discount Notes and (2) the Guaranteed Notes. A copy of the press release
dated May 14, 1999, is filed as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed as a part of this report:
Number Description
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99.1 Press release issued by Grupo Dina and MCII
Holdings on May 14, 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 thereunto duly authorized.
MCII HOLDINGS (USA), INC.,
a Delaware corporation
Date: May 21, 1999 By: /s/ Michael L. Graham
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Name: Michael L. Graham
Title:Chief Accounting Officer
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Index to Exhibits
Exhibit No. Description
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99.1 Press release issued by Grupo Dina and MCII
Holdings on May 14, 1999
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Exhibit 99.1
PRESS RELEASE
Consorcio G Grupo Dina, S.A. de C.V. and MCII Holdings (USA), Inc. Announce Cash
Tender Offers and Solicitations of Consents With Respect to their Senior Secured
Discount Notes due 2002 and Dina Trucks (USA), L.L.C. Senior Secured Guaranteed
Notes due 2000
DES PLAINES, Ill., May 14, 1999 -- Consorcio G Grupo Dina, S.A. de C.V. (NYSE:
DIN) and MCII Holdings (USA), Inc. announced today that Grupo Dina is commencing
a tender offer and consent solicitation relating to all of the $206,499,680
aggregate principal amount of outstanding Senior Secured Discount Notes due 2002
(the "Discount Notes") issued by Grupo Dina and MCII Holdings. Grupo Dina also
is commencing a tender offer and consent solicitation relating to all of the
$35,000,000 aggregate principal amount of outstanding Senior Secured Guaranteed
Notes due 2000 (the "Guaranteed Notes") issued by its wholly-owned subsidiary,
Dina Trucks (USA), L.L.C., and guaranteed by Grupo Dina and Dina Camiones, S.A.
de C.V.
In connection with the tender offers, Grupo Dina is soliciting consents to (a)
defer payment of interest on the Discount Notes until the earlier of July 15,
1999 or settlement of the tender offer and (b) adopt amendments to the
indentures under which the Discount Notes and Guaranteed Notes were issued to
eliminate substantially all restrictive covenants and certain event of default
provisions.
As described in more detail in the Offers to Purchase and Consent Solicitations
dated as of May 14, 1999, the consideration for each Discount Note and
Guaranteed Note tendered and accepted for payment will be (a) $980 per $1,000 of
Notes, plus (b) a consent payment of $20 per $1,000 of Notes, plus (c) accrued
interest through the settlement date. The consent payment will be paid only for
tendered Notes for which consents have been validly delivered and not revoked
prior to 5:00 p.m. New York City time on Wednesday, May 26, 1999, unless
extended. The tender offers will terminate at 9:00 a.m. New York City time on
Monday, June 14, 1999, unless extended.
The tender offers are part of an overall plan to recapitalize and substantially
restructure all of the indebtedness of Grupo Dina and its subsidiaries through a
series of dependent transactions, including (a) an approximate $150 million
investment by Joseph Littlejohn & Levy, Fund III in MCII Holdings, or in one or
more of MCII Holdings' subsidiaries or affiliates, in exchange for an equity
interest in excess of 50% in such entity, (b) Grupo Dina's Transportation
Manufacturing Operations, Inc. ("TMO") subsidiary entering into a new senior
credit facility in an approximate amount of $300 million and (c) TMO issuing
approximately $200 million of senior subordinated notes. In addition to the debt
repurchased pursuant to the tender offers, TMO would repay substantially all of
its outstanding indebtedness. Finally, it is contemplated that MCII Holdings
would transfer its Dina Autobuses, S.A. de C.V. subsidiary to TMO. Each of the
foregoing transactions is conditioned upon the closing of the others and
numerous other conditions precedent, including satisfactory completion of
applicable due diligence investigations. No assurance can be given that Grupo
Dina will
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successfully consummate the transactions.
The proposed offering of senior subordinated notes will not be registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements.
The tender offers are conditioned upon, among other things, the satisfaction of
requisite consent conditions, minimum tender conditions and financing
conditions, each as described in more detail in the Offers to Purchase and
Consent Solicitations.
For additional information, please contact any of: Walter McLallen or Brian
Perman at CIBC World Markets Corp. (at 800-274-2746), the Dealer Manager for the
tender offer, or Thomas Long at D.F. King & Co., Inc., the Information Agent,
(at 800-549-6650).
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