SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 10, 1998 (November 4,
1998)
ATLANTIC EXPRESS TRANSPORTATION CORP.
(Exact name of Registrant as specified in charter)
New York 0-24247 13-392-3467
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
7 North Street, Staten Island, New York 10302-1205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 442-7000
________________________________________________________________________________
(Former Address) (Zip Code)
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Item 1. Changes in Control of Registrant
On November 4, 1998, GSCP II Holdings (AE), LLC ("Buyer"), an affiliate of
Greenwich Street Capital Partners, Inc., a New York based private equity fund,
acquired approximately 88% of the common stock in a recapitalized Atlantic
Express Transportation Group, Inc. ("AETG") (the "Recapitalization"). AETG owns
all of the issued and outstanding shares of capital stock of the Company. The
Recapitalization was consummated in accordance with the terms of a
Recapitalization and Stock Purchase Agreement dated as of September 29, 1998.
In connection with the Recapitalization, the Company obtained the consent
of the holders of a majority of the Company's 10 3/4% Senior Secured Notes due
2004 (the "Notes") to an amendment to the Indenture relating to the Notes (the
"Amendment"). The Amendment provides, in substance, that the Recapitalization
would not constitute a "Change of Control" (as defined in the Indenture) and
therefore would not require the Company, as a result of the Recapitalization, to
offer to purchase all of the outstanding Notes at a purchase price equal to 101%
of the aggregate principal amount thereof plus accrued interest to the date of
repurchase. The Third Supplemental Indenture dated October 28, 1998 setting
forth the Amendment is attached hereto as Exhibit 1.1 and incorporated herein by
reference.
Pursuant to the Recapitalization, AETG's authorized capital stock consists
of a single class of common stock of which Buyer acquired approximately 88% of
the common stock of AETG, and AETG repurchased all of the shares of AETG held by
Michael Gatto and Patrick Gatto and a portion of the shares held by Domenic
Gatto and Wafra Acquisition Fund 4, L.P. ("Wafra"). Domenic Gatto and Wafra
retained approximately 8% and 4% of common stock, respectively.
Domenic Gatto will continue as president and chief executive officer of
AETG and the Company and will remain on the boards of directors of AETG and the
Company so long as he continues to be employed by AETG and the Company.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
NONE
(b) Pro Forma Financial Information
NONE
(c) Exhibits
1.1 Third Supplemental Indenture, dated as of October 29, 1998, by
and among Atlantic Express Transportation Corp., the
Guarantors named therein and The Bank of New York, as trustee.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIC EXPRESS TRANSPORTATION CORP.
(Registrant)
By: /s/ Domenic Gatto
-------------------------------------
Domenic Gatto,
Chief Executive Officer
Dated: November 10, 1998
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EHIBIT 1.1
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of October 28, 1998, among Atlantic
Express Transportation Corp., a New York corporation (the "Company"), the
Guarantors named herein and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
WHEREAS, the Company has duly issued its 10 3/4% Senior Secured Notes Due
2004 (the "Notes"), in the aggregate principal amount of $150,000,000 pursuant
to an Indenture dated as of February 4, 1997, among the Company, the Guarantors
named therein and the Trustee, as amended by the First Supplemental Indenture
thereto dated as of August 14, 1997, and the Second Supplemental Indenture
thereto dated as of December 12, 1997 (as so amended, the "Indenture"), and the
Notes are outstanding on the date hereof; and
WHEREAS, Section 9.2 of the Indenture provides that the Company and the
Trustee may amend any provision of the Indenture with the written consent of the
Holders (as defined in the Indenture) of at least a majority of the aggregate
principal amount of the then outstanding Notes and execute a supplemental
indenture; and
WHEREAS, the Company solicited, and has received, consents upon the terms
and subject to the conditions set forth in the Consent Solicitation Statement
dated October 20, 1998 and the accompanying consent letters, from Holders
representing at least a majority in aggregate principal amount of its
outstanding Notes to certain amendments described therein to the Indenture; and
WHEREAS, it is provided in Section 9.4 of the Indenture that a
supplemental indenture becomes effective in accordance with its terms and
thereafter binds every Holder;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms not defined herein shall have the meaning given to such
terms in the Indenture.
SECTION 2. AMENDMENT TO THE DEFINITIONS OF "EXISTING HOLDERS" AND "MAJORITY
STOCKHOLDERS."
The definition of "Existing Holders," as set forth in Section 1.1 of the
Indenture, is hereby amended and restated to read in its entirety as follows:
"Existing Holders" shall mean the Gatto Stockholders, the Preferred
Stockholder, and GSCP II Holdings (AE), LLC, and its Affiliates.
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The definition of "Majority Stockholders," as set forth in Section 1.1 of
the Indenture, is hereby deleted in its entirety and a new definition is added
to Section 1.1 of the Indenture to read in its entirety as follows:
"Gatto Stockholders" means Domenic Gatto, Michael Gatto and Patrick Gatto.
SECTION 3. EFFECTIVE DATE.
This Third Supplemental Indenture shall become effective on the date (the
"Effective Date") upon which GSCP II Holdings (AE), LLC (the "Buyer")
consummates its acquisition of capital stock of Atlantic Express Transportation
Group, Inc. ("AETG") pursuant to and in accordance with the terms of the
Recapitalization Agreement, dated September 29, 1998, between the Buyer and
AETG. This Third Supplemental Indenture shall have no force or effect prior to
the Effective Date.
SECTION 4. MISCELLANEOUS.
Section 4.1 Governing Law.
THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED, INTERPRETED AND THE
RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY AND EACH GUARANTOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY
SUIT, ACTION OR PROCEEDING ARISING OF OR RELATING OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY AND EACH GUARANTOR
IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
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REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS SET
FORTH IN THE INDENTURE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER JURISDICTION.
Section 4.2 Continuing Agreement.
Except as herein amended, all terms, provisions and conditions of the
Indenture, all Exhibits thereto and all documents executed in connection
therewith shall continue in full force and effect and shall remain enforceable
and binding in accordance with their terms.
Section 4.3 Conflicts.
In the event of a conflict between the terms and conditions of the Indenture and
the terms and conditions of this Third Supplemental Indenture, then the terms
and conditions of this Third Supplemental Indenture shall prevail.
Section 4.4. Counterpart Originals.
The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 4.5 Headings, Etc.
The Headings of the Sections of this Third Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
[Signatures on following page]
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Third Supplemental Indenture as of the date first written above.
ATLANTIC EXPRESS TRANSPORTATION CORP.
By: /s/ Domenic Gattto
----------------------------------
Name: Domenic Gatto
Title: President
Attest:
/s/ Nathan Schlenker
- -------------------------------
Name: Nathan Schlenker
Title: Chief Financial Officer
GUARANTORS
AMBOY BUS CO., INC.
ATLANTIC-CONN. TRANSIT, INC.
ATLANTIC-CHITTENANGO REAL PROPERTY CORP.
ATLANTIC EXPRESS COACHWAYS, INC.
ATLANTIC EXPRESS OF L.A. INC.
ATLANTIC EXPRESS OF MISSOURI INC.
ATLANTIC EXPRESS OF PENNSYLVANIA, INC.
ATLANTIC-HUDSON, INC.
ATLANTIC PARATRANS, INC.
ATLANTIC PARATRANS OF KENTUCKY INC.
BLOCK 7932, INC.
BROOKFIELD TRANSIT INC.
CENTRAL NEW YORK COACH SALES & SERVICE, INC.
COURTESY BUS CO., INC.
JERSEY BUS SALES, INC.
JERSEY BUSINESS LAND CO. INC.
K. CORR, INC.
METRO AFFILIATES, INC.
METROPOLITAN ESCORT SERVICE, INC.
MERIT TRANSPORTATION CORP.
MIDWAY LEASING INC.
RAYBERN BUS SERVICE, INC.
G.V.D. LEASING CO., INC.
RAYBERN CAPITAL CORP.
RAYBERN EQUITY CORP.
STATEN ISLAND BUS, INC.
TEMPORARY TRANSIT SERVICE, INC.
180 JAMAICA CORP.
201 WEST SOTELLO REALTY, INC.
By: /s/ Domenic Gatto
-------------------------------
Name: Domenic Gatto
Title: President
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THE BANK OF NEW YORK, as Trustee
By: /s/ Iliana Acevedo
------------------------
Name: Iliana Acevedo
Title: Assistant Treasurer
