<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT ON FORM S-4
(FILE NO. 333-34897)
1,500,000 Shares
CAREY INTERNATIONAL, INC.
COMMON STOCK
------------------------
This Prospectus Supplement (the "Supplement") supplements Carey
International, Inc.'s Prospectus dated February 28, 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 February 28, 1998, together with comparable results for the
three-month period ended February 28, 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 February 28, 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 February 28, 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 April 14, 1998.
[See operating results on next page.]
The date of this Prospectus Supplement is April 16, 1998.
<PAGE>
CAREY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended February 28,
-------------------------------
1997 1998
---- ----
(Unaudited)
<S> <C> <C>
Revenue, net.......................................... $15,594,829 $23,650,588
Cost of revenue....................................... 10,468,948 16,176,915
----------- -----------
Gross profit.................................... 5,125,881 7,473,673
Selling, general and administrative expense........... 4,214,347 5,848,261
----------- -----------
Operating income................................ 911,534 1,625,412
Other income (expense):
Interest expense.................................... (428,380) (114,420)
Interest income..................................... 29,819 54,794
Gain on sales of fixed assets....................... 121,479 32,198
----------- -----------
Income before provision for income taxes.............. 634,452 1,597,984
Provision for income taxes............................ 268,741 680,741
----------- -----------
Net income............................................ $ 365,711 $ 917,243
=========== ===========
Net income per common share - basic/1/................ $ 0.27 $ 0.12
=========== ===========
Net income per common share - diluted/1/.............. $ 0.11 $ 0.11
=========== ===========
Weighted average common shares used in computing
net income per common share - basic/1/.............. 1,377,556 7,651,953
=========== ===========
Weighted average common shares used in computing
net income per common share - diluted/1/............ 4,086,211 8,064,323
=========== ===========
Pro forma net income per common share - basic/2/...... $ 0.12
===========
Pro forma net income per common share - diluted/2/.... $ 0.11
===========
Pro forma weighted average common shares used in
computing net income per common share - basic/2/.... 3,877,351
===========
Pro forma weighted average common shares used in
computing net income per common share -
diluted/2/.......................................... 4,172,214
===========
</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.
