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) October 2, 1995
PACIFIC INTERNATIONAL SERVICES CORP.
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-11404 95-2877371
(Commission File Number) (I.R.S. Employer Identification Number)
1600 Kapiolani Boulevard, Suite 825, Honolulu, Hawaii 96814
(Address of Principal Executive Offices)
(808) 926-4242
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Pacific International Services Corp. (the "Company") has entered into an
agreement to sell its rental car division to Dollar Systems, Inc. ("Dollar
Systems"). The Company has issued a press release on October 2, 1995, the terms
of which are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
99.1 Press Release issued on October 2, 1995.
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.
PACIFIC INTERNATIONAL SERVICES CORP.
(Registrant)
Date: October 2, 1995 By: /s/ Alan M. Robin
Alan M. Robin
President
For more information, contact:
Alan Robin, PISC
Honolulu, Hawaii
(808)926-4242
OCTOBER 2, 1995
FOR IMMEDIATE RELEASE
HONOLULU, Hawaii. Pacific International Services Corp. (PISC), (the
"Company") previously announced that it had entered into an agreement with
Dollar Systems, Inc. ("Dollar"), to sell (the "Sale") its vehicle rental
operations (the "Division"), which encompass an exclusive license to operate as
a Dollar Rent A Car licensee in the state of Hawaii. If the Sale is consummated
on its current terms, the Company would sell substantially all of the assets
used in or related to its rental operations to Dollar for (a) $1,500,000 in cash
subject to adjustment based on the net worth of the Division at closing and
subject to further adjustment based on an audited closing balance sheet to be
completed after closing and (b) assumption of certain liabilities of the
Company's subsidiary, South Seas Motors, Inc. ("South Seas"), through the
Company operates its vehicle sales division. In order to facilitate the Sale,
Dollar agreed to permanently waive and forgive certain fees due to Dollar from
the Company under the existing license agreement between the parties.
Pursuant to the terms of the existing sale, the Company would be required
to use the proceeds of the Sale to effect an exchange offer for the Company's
existing debentures pursuant to Rule 3 (a) (9) of the Securities Act of 1933.
The Company is currently negotiating with Dollar in order to seek an
increase in the cash portion of the purchase price. The Company has requested
an increase to a maximum of $2,625,000. As of the date of this press release,
Dollar has not agreed to increase the cash portion of the purchase price.
The Company is also engaged in discussions with certain of its largest
debentureholders regarding the terms of a possible exchange offer. Under the
existing Sale terms, the Company has agreed to make an exchange offer to its
debentureholders. While the Company has reached no decision on the method of
implementing the exchange offer, it anticipates that the maximum consideration
received by a debentureholder in the exchange offer would be its pro rata share
of the $2,625,000 of the cash portion of the purchase price minus certain
expenses, a pro rate share of 30% of the common stock of the company, and a pro
rate share of $1,050,000 principal amount of debentures containing terms and
conditions substantially similar to the existing issue, but stripped of all
covenants other that payment obligations.
At the time of this press release, the Company has not reached agreement
with any of its debentureholders regarding the terms of the exchange offer.
Unless the Company receives the agreement of its major debentureholders, it
believes it will be unable to pay the maximum compensation referred to above in
consummating the exchange offer.
