<PAGE>
PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated May 26, 1998 Registration No. 333-34897
As Supplemented to Date
1,500,000 Shares
CAREY INTERNATIONAL, INC.
COMMON STOCK
--------------------------------
This Prospectus Supplement (the "Supplement") supplements Carey
International, Inc.'s Prospectus dated May 26, 1998 (the "Prospectus") that
forms a part of its Registration Statement on Form S-4 (File No. 333-34897), as
amended to date, by providing the Company's results of operations for the three-
month period ended May 31, 1998, together with comparable results for the three-
month period ended May 31, 1997. This information is derived from unaudited
financial statements that reflect, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the information for the periods presented. The operating results for the
period ended May 31, 1998 are not necessarily indicative of results to be
expected for the year ended November 30, 1998 or any future period. This
Supplement should be read in conjunction with the Prospectus. Capitalized terms
used but not defined in this Supplement shall have the meanings given them in
the Prospectus. For a more detailed description of the Company's results of
operations for the three-month period ended May 31, 1998 (including footnote
disclosure in connection therewith), reference is made to the Company's
Quarterly Report on Form 10-Q filed with the Commission on July 14, 1998.
[See operating results on next page.]
The date of this Prospectus Supplement is July 16, 1998.
<PAGE>
CAREY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended
May 31,
--------------------------
1997 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Revenue, net $18,690,072 $30,800,199
Cost of revenue 12,194,860 20,682,528
----------- -----------
Gross profit 6,495,212 10,117,671
Selling, general and administrative expense 4,505,610 6,920,262
----------- -----------
Operating income 1,989,602 3,197,409
Other income (expense):
Interest expense (424,258) (129,335)
Interest income 29,440 124,208
Gain on sales of fixed assets 18,999 46,572
----------- -----------
Income before provision for income taxes 1,613,783 3,238,854
Provision for income taxes 605,496 1,350,731
----------- -----------
Net income $ 1,008,287 $ 1,888,123
=========== ===========
Net income per common share - basic/1/ $ 0.67 $0.23
=========== ===========
Net income per common share - diluted/1/ $ 0.26 $0.22
=========== ===========
Weighted average common shares used in
computing net income per common share - basic/1/ 1,503,718 8,045,668
=========== ===========
Weighted average common shares used in
computing net income per common share - diluted/1/ 4,218,119 8,597,725
=========== ===========
Pro forma net income per common share - basic/2/ $ 0.25
===========
Pro forma net income per common share - diluted/2/ $ 0.25
===========
Pro forma weighted average common shares used in
computing net income per common share - basic/2/ 4,003,513
===========
Pro forma weighted average common shares used in
computing net income per common share - diluted/2/ 4,304,172
===========
</TABLE>
/1/ Basic net income per common share has been computed by dividing net
income by the weighted average number of common shares outstanding during the
period. Diluted net income per common share has been computed by dividing net
income by the weighted average number of common shares outstanding plus an
assumed increase in common shares outstanding for dilutive securities. Dilutive
securities consist of convertible securities which are dilutive, preferred
stock, and options and warrants to acquire Common Stock for a specified price
and for which the dilutive effect is measured using the treasury method.
/2/ The Company has recalculated historical weighted average common
shares outstanding and net income per common share to give effect to a
recapitalization effected by the Company during fiscal 1997.
