SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
ATLANTIC EXPRESS TRANSPORTATION CORP.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
(See also Table of Additional Registrants)
New York 13-392-4567
- --------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
7 North Street, Staten Island, New York 10302-1205
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration statement
box |_| under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box |X|
Securities Act registration statement file number to
which this for relates: 333-42541
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
None None
- ------------------------------------ ------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
10 3/4% Senior Secured Notes due 2004 and Guarantees thereof
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Table of Additional Registrants
<TABLE>
<CAPTION>
Primary Standard
Industrial I.R.S. Employer
Jurisdiction Classification Identification
Name Incorporation Number Number
---- ---------------- --------------- --------------
<S> <C> <C> <C>
Amboy Bus Co., Inc. New York 4151 11-2501369
Staten Island Bus, Inc. New York 4151 13-2616818
Raybern Capital Corp. New York 4151 11-2556990
Metropolitan Escort Service, Inc. New York 4789 13-3129197
Merit Transportation Corp. New York 4119 13-3768298
Temporary Transit Service, Inc New York 4151.1 13-3240973
Atlantic-Hudson, Inc. New York 4111 13-3625121
Courtesy Bus Co., Inc. New York 4151 13-2975239
K. Corr, Inc. New York 4151 11-2574233
Raybern Equity Corp. New York 4151 11-2543830
Metro Affiliates, Inc. New York 6512 13-3330142
Midway Leasing Inc. New York 6512 13-3137793
Brookfield Transit, Inc. New York 4119 13-3768247
Atlantic Paratrans, Inc. New York 4119 13-3563789
180 Jamaica Corp. New York 6512 13-3847630
Atlantic Express Coachways, Inc. New Jersey 4111 22-2982867
Atlantic Express of Pennsylvania, Inc. Delaware 4151 52-1820389
Atlantic Paratrans of Kentucky Inc. Kentucky 4119 13-3852086
Raybern Bus Service, Inc. New York 4151 11-1739412
G.V.D. Leasing Co., Inc. New York 4119 13-2990595
Block 7932, Inc. New York 4119 13-3903439
Atlantic-Conn. Transit, Inc. Connecticut 4151 13-3502325
Atlantic Express of Missouri, Inc. Missouri 4151 13-3823116
Atlantic Express of L.A. Inc. California 4151 95-4631639
201 West Sotello Realty, Inc. California 6512 95-4662981
Central New York Coach Sales
& Service, Inc. New York 5012 16-1107009
Jersey Bus Sales, Inc. New Jersey 5012 16-1333349
Atlantic-Chittenango Real
Property Corp. New York 6512 16-1540931
Jersey Business Land Co., Inc. New Jersey 6512 22-3553850
</TABLE>
-2-
<PAGE>
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The description of the securities registered hereby is included in
the prospectus portion of the Registration Statement on Form S-1 (Registration
No. 333-42541) filed by the Registrant under the Securities Act of 1933, as
amended (the "Securities Act"), on December 18, 1997, as amended by Amendment
No. 1 thereto filed on January 21, 1998, Amendment No. 2 thereto filed on
January 27, 1998 and Amendment No. 3 therein filed on January 27, 1998 and
declared effective on January 27, 1998. Such description shall be deemed to be
incorporated by reference herein.
Item 2. Exhibits.
List below all exhibits filed as a part of the registration statement:
1. Indenture dated as of February 4, 1997, including form of Note, between
the Registrant, the Guarantors (as defined therein) and The Bank of New
York, as trustee (incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, filed October 15, 1997)
2. Guarantee dated February 4, 1997 by certain subsidiaries of the Registrant
and the Registrant (borrower guarantee) (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-424541) filed on December 18, 1997)
3. Guarantee dated February 4, 1997 by certain other subsidiaries of the
Registrant and the Registrant (non-borrower guarantee) (incorporated by
reference to Exhibit 4.3 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-424541) filed on December 18, 1997)
4. Security and Pledge Agreement dated as of February 4, 1997 among AETG, the
Registrant and the Restricted Subsidiaries (as defined therein), and The
Bank of New York, as trustee (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement on Form S-1 (Registration No.
333-424541) filed on December 18, 1997)
5. Collateral Assignment of Trademarks (Security Agreement) dated as of
February 4, 1997 between the Registrant and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4.5 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-424541) filed on
December 18, 1997)
6. First Supplemental Indenture dated as of August 14, 1997 among the
Registrant, the Guarantors (as defined therein) and The Bank of New York,
as trustee (incorporated by reference to Exhibit 10.20 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1997, filed
October 15, 1997)
-3-
<PAGE>
7. First Amendment to the Security and Pledge Agreement dated as of August
14, 1997 among the Atlantic Express Transportation Group Inc., the
Registrant, the Restricted Subsidiaries (as defined therein) and The Bank
of New York, as trustee (incorporated by reference to Exhibit 10.19 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, filed October 15, 1997)
8. Second Supplemental Indenture dated as of December 12, 1997, between the
Registrant, the Guarantors (as defined therein) and The Bank of New York,
as trustee (incorporated by reference to Exhibit 4.8 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-424541) filed on
December 18, 1997)
9. Second Amendment to the Security and Pledge Agreement dated as of December
12, 1997 among the Registrant, the Restricted Subsidiaries (as defined
therein) and The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.9 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-424541) filed on December 18, 1997)
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ATLANTIC EXPRESS TRANSPORTATION CORP.
Date: May 13, 1998 By: /s/ NATHAN SCHLENKER
------------------------------
Name: Nathan Schlenker
Title: Chief Financial Officer
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, each of the following Registrants has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
AMBOY BUS CO., INC. STATEN ISLAND BUS, INC.
RAYBERN CAPITAL CORP. METROPOLITAN ESCORT SERVICE, INC.
MERIT TRANSPORTATION CORP. ATLANTIC-HUDSON, INC.
TEMPORARY TRANSIT SERVICE, INC. K. CORR, INC.
COURTESY BUS CO., INC. METRO AFFILIATES, INC.
RAYBERN EQUITY CORP. BROOKFIELD TRANSIT, INC.
MIDWAY LEASING INC. 180 JAMAICA CORP.
ATLANTIC PARATRANS, INC. ATLANTIC EXPRESS OF PENNSYLVANIA, INC.
ATLANTIC EXPRESS COACHWAYS, INC. RAYBERN BUS SERVICE, INC.
ATLANTIC PARATRANS OF KENTUCKY INC. BLOCK 7932, INC.
G.V.D. LEASING CO., INC. ATLANTIC EXPRESS OF MISSOURI, INC.
ATLANTIC-CONN. TRANSIT, INC. CENTRAL NEW YORK COACH SALES
ATLANTIC EXPRESS OF L.A. INC. & SERVICE, INC.
201 WEST SOTELLO REALTY, INC. JERSEY BUSINESS LAND CO., INC.
JERSEY BUS SALES, INC.
ATLANTIC-CHITTENANGO REAL CORP.
Date: May 13, 1998 By: /s/ NATHAN SCHLENKER
------------------------------
Name: Nathan Schlenker
Title: Chief Financial Officer
-5-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
1. Indenture dated as of February 4, 1997, including form of Note, between
the Registrant, the Guarantors (as defined therein) and The Bank of New
York, as trustee (incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1997, filed October 15, 1997)
2. Guarantee dated February 4, 1997 by certain subsidiaries of the
Registrant and the Registrant (borrower guarantee) (incorporated by
reference to Exhibit 4.2 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-424541) filed on December 18, 1997)
3. Guarantee dated February 4, 1997 by certain other subsidiaries of the
Registrant and the Registrant (non-borrower guarantee) (incorporated by
reference to Exhibit 4.3 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-424541) filed on December 18, 1997)
4. Security and Pledge Agreement dated as of February 4, 1997 among AETG,
the Registrant and the Restricted Subsidiaries (as defined therein),
and The Bank of New York, as trustee (incorporated by reference to
Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-424541) filed on December 18, 1997)
5. Collateral Assignment of Trademarks (Security Agreement) dated as of
February 4, 1997 between the Registrant and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4.5 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-424541) filed
on December 18, 1997)
6. First Supplemental Indenture dated as of August 14, 1997 among the
Registrant, the Guarantors (as defined therein) and The Bank of New
York, as trustee (incorporated by reference to Exhibit 10.20 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1997, filed October 15, 1997)
7. First Amendment to the Security and Pledge Agreement dated as of August
14, 1997 among the Atlantic Express Transportation Group Inc., the
Registrant, the Restricted Subsidiaries (as defined therein) and The
Bank of New York, as trustee (incorporated by reference to Exhibit
10.19 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, filed October 15, 1997)
8. Second Supplemental Indenture dated as of December 12, 1997, between
the Registrant, the Guarantors (as defined therein) and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.8 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-424541) filed on December 18, 1997)
-6-
<PAGE>
9. Second Amendment to the Security and Pledge Agreement dated as of
December 12, 1997 among the Registrant, the Restricted Subsidiaries (as
defined therein) and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.9 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-424541) filed on December 18, 1997)
-7-
