<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CAREY INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4119 52-1171965
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
4530 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 895-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
VINCENT A. WOLFINGTON
CAREY INTERNATIONAL, INC.
4530 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 895-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES OF COMMUNICATIONS TO:
JAMES E. DAWSON, ESQUIRE
NUTTER, MCCLENNEN & FISH, LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
(617) 439-2000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3,000,000
Common Stock, $.01 par value......... shares $26.375 $79,125,000.00 $23,342.00
- --------------------------------------------------------------------------------------------------
</TABLE>
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(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
Common Stock reported on The Nasdaq National Market on July 21, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY +
+NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN +
+OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE +
+SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 22, 1998
PROSPECTUS
3,000,000 SHARES
LOGO
CAREY INTERNATIONAL, INC.
COMMON STOCK
-----------
This Prospectus relates to 3,000,000 shares of common stock, $.01 par value
per share (the "Common Stock"), of Carey International, Inc. ("Carey" or the
"Company") that may be offered and issued by the Company from time to time in
connection with acquisitions of other businesses or properties.
Carey intends to concentrate its acquisitions within the chauffeured vehicle
service industry. If the opportunity arises, however, Carey may attempt to make
acquisitions that are either complementary to its present operations or which
it considers advantageous even though they may be dissimilar to its present
activities. The consideration for any such acquisition may consist of shares of
Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between Carey and the owners or controlling persons of the
businesses or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for shares of
capital stock, partnership interests or other assets representing an interest,
direct or indirect, in other companies or other entities, in exchange for
assets used in or related to the business of such companies or entities, or
otherwise pursuant to the agreements providing for such acquisitions. The terms
of such acquisitions and of the issuance of shares of Common Stock under
acquisition agreements generally will be determined by direct negotiations with
the owners or controlling persons of the businesses or properties to be
acquired or, in the case of entities that are more widely held, through
exchange offers to stockholders or documents soliciting the approval of
statutory mergers, consolidations or sales of assets. The Company anticipates
that the shares of Common Stock issued in any such acquisition will be valued
at a price reasonably related to the market value of the Common Stock either at
the time of agreement on the terms of an acquisition or about the time of
delivery of the shares.
The Company's Common Stock is listed on The Nasdaq National Market ("Nasdaq")
under the symbol "CARY." The closing market price of the Common Stock on Nasdaq
on July 21, 1998 was $26.00.
-----------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER
THE SECTION "RISK FACTORS" BEGINNING ON PAGE 4.
-----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................................ 3
Available Information...................................................... 3
Risk Factors............................................................... 4
Selected Consolidated Financial Data....................................... 8
Price Range of Common Stock................................................ 10
Dividend Policy............................................................ 10
Plan of Distribution....................................................... 10
Legal Matters.............................................................. 11
Experts.................................................................... 11
</TABLE>
The Company has not authorized any person to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of any offer to buy any security other than the
shares of Common Stock offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of any offer to buy the shares of Common Stock
by anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information contained herein is correct as of any time subsequent to the date
hereof.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference the following documents (or
portions thereof):
(i) its Annual Report on Form 10-K for the fiscal year ended November 30,
1997, as amended by the Company's Annual Report on Form 10-K/A filed with
the Commission on March 30, 1998 (except for the financial statements and
report of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.)
thereon);
(ii) its Quarterly Reports on Form 10-Q for the three-month period ended
February 28 and the three- and six-month periods ended May 31, 1998,
respectively;
(iii) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A and its Registration Statement on Form
S-1 (File No. 333-22651); and
(iv) the Pro Forma Consolidated Financial Statement, and the financial
statements for the Company and Manhattan International Limousine Network
Ltd. and Affiliate (including the reports of PricewaterhouseCoopers LLP
(formerly Coopers & Lybrand L.L.P.) thereon), contained in its Registration
Statement on Form S-1 (File No. 333-50245).
All reports filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof and prior to any termination of the offering of
shares of Common Stock covered by this Prospectus are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed document that
is also incorporated herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE>
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT THE COMPANY THAT IS CONTAINED IN DOCUMENTS THAT ARE NOT INCLUDED IN OR
DELIVERED WITH THIS PROSPECTUS. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
BY A PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED FROM DAVID H. HAEDICKE,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, CAREY INTERNATIONAL,
INC., 4530 WISCONSIN AVENUE, N.W., WASHINGTON, D.C. 20016, TELEPHONE NUMBER
(202) 895-1200. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH
A FINAL INVESTMENT DECISION IS TO BE MADE.
THE COMPANY
Carey International, Inc. is one of the world's largest chauffeured vehicle
service companies, providing services through a worldwide network of owned and
operated companies, licensees and affiliates serving 420 cities in 65
countries. The "Carey" brand name has represented quality chauffeured vehicle
service since the 1920s. The Company owns and operates service providers in
Boston, Chicago, Indianapolis, London, Los Angeles, New York, Philadelphia,
San Francisco, South Florida and Washington, D.C. In addition, the Company
generates revenues from licensing the "Carey" name and providing central
reservation, billing and sales and marketing services to its licensees. The
Company's worldwide network also includes affiliates in locations in which the
Company has neither owned and operated companies nor licensees. Over the past
five years, the Company has invested significant capital in developing its
central reservations and billing system and worldwide service infrastructure.
By leveraging its current infrastructure and position as a market leader, the
Company is consolidating the highly fragmented chauffeured vehicle service
industry through the acquisition of: (i) current Carey licensees, (ii)
additional companies in markets in which the Company already owns and operates
a chauffeured vehicle service company, and (iii) companies in other strategic
markets in North America and Europe. Carey also intends to add to its global
presence by acquiring or establishing strategic alliances with companies in
the Pacific rim of Asia and Latin America.
In 1979, the Company was organized as a Delaware corporation and commenced
operations by acquiring certain rights to the "Carey" name held by a
predecessor company. Predecessor companies operated chauffeured vehicle
service businesses under the "Carey" name since the 1920s. The Company's
principal executive offices are located at 4530 Wisconsin Avenue, N.W.,
Washington, D.C. 20016. Its telephone number at that location is (202) 895-
1200.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock offered hereby. This Prospectus omits
certain information contained in the Registration Statement (including
exhibits). Prospective investors should refer to the Registration Statement
for further information with respect to the Company and the Common Stock. The
Registration Statement may be inspected and copied at the Public Reference
Room maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of all or any part of the Registration Statement may be obtained
from the Public Reference Room, upon payment of the fees prescribed by the
Commission. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at (800) SEC-0330. The Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that submit electronic filings to the Commission.
The Company files periodic reports (Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K), proxy and information
statements and other information with the Commission. For further information
with respect to the Company, these reports, proxy and information statements
and other information can be inspected and copied at the Public Reference Room
maintained by the Commission referenced above.
3
<PAGE>
RISK FACTORS
The following factors should be considered, together with the other
information in this Prospectus, in evaluating an investment in the Company. An
investment in the shares of Common Stock offered hereby involves a high degree
of risk. Prospective investors should carefully consider the following risk
factors, in addition to other information contained in this Prospectus, in
connection with an investment in the Common Stock offered hereby.
This Prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, including the following:
ACQUISITION STRATEGY
The Company intends to grow primarily through the acquisition of additional
chauffeured vehicle service companies. To do this, the Company must be able to
introduce new management systems, convert salaried chauffeurs employed by
acquired businesses to independent operators where appropriate, and integrate
the acquired businesses with the Company's existing operations.
The risks of this growth strategy include the following:
. Increased competition for acquisition candidates may develop. This would
increase the cost of acquisitions and lead to fewer acquisition
opportunities.
. The Company may not be able to identify, acquire or profitably manage
additional businesses.
. There may be significant costs, delays, or other problems associated
with integrating businesses that are acquired.
. Acquired businesses may not be able to achieve anticipated operating
results.
. Customer dissatisfaction or performance problems at acquired companies
could affect the Company's reputation.
. Integrating acquired businesses may divert management's attention from
operating the Company's core business.
. Carey may not be able to retain key employees or independent operators
of acquired companies.
. If acquisitions do not yield expected results, the Company may need to
write off goodwill of the acquired companies, thereby lowering the
Company's earnings.
. Unexpected problems may arise at a newly-acquired company. For example,
the federal income tax returns of one of the companies acquired by the
Company have been examined by the IRS for periods prior to the
acquisition date. The IRS has challenged the acquired company's methods
of accounting for independent operator fees and the tax treatment of
certain items in those tax returns. The Company believes that any
assessments made by the IRS in this matter would be offset, at least in
part, by indemnification payments pursuant to the related acquisition
agreements. Nonetheless, the IRS examination, and any problems that
might arise at other acquired companies, could be very expensive for the
Company.
ACQUISITION FINANCING
The Company may continue to finance future acquisitions by using Common
Stock for some or all of the purchase price. If the market price of the Common
Stock was to decrease or fluctuate, potential sellers might want to receive
proportionately more or all cash instead of Common Stock. This could limit the
Company's ability to complete acquisitions and grow profitably. In addition,
the need for cash for acquisitions in excess of cash flow from operations may
force the Company to obtain capital on unfavorable terms, if such capital is
available at all.
4
<PAGE>
RAPID GROWTH
The Company may grow rapidly because of its acquisition strategy and the
planned expansion of its licensee network. The Company's results will suffer
if this growth dilutes the high quality of services provided by the Company.
In order to manage and sustain growth, the Company will need to hire and
retain qualified management and other personnel, and enhance its operational
and financial systems. The Company may not be able to do what is necessary to
manage and sustain growth.
SEASONALITY AND QUARTERLY FLUCTUATIONS
For a variety of reasons, results in any fiscal quarter may not be
indicative of results in future quarters. For example, many events, such as
business conventions or sporting events, may not recur annually, or may not
occur at the same time of year, in the same city or in a city in which the
Company does business. In addition, poor economic conditions may cause
quarterly fluctuations by reducing the overall number of business-related
travel activities (including road shows and promotional tours). The Company
generally has its slowest operations in its first quarter (ending February 28
or 29), and its most profitable operations in its fourth quarter (ending
November 30). Adverse results in any quarter, for any reason, may increase the
number of investors wanting to sell their Common Stock, which, in turn, could
cause the market value of the Common Stock to decline.
RISKS ASSOCIATED WITH LICENSEE OPERATIONS
The Company currently has numerous licensees serving more than 200 cities in
and outside the United States. Because licensees use the "Carey" name in their
operations, any licensee that does not maintain Carey's high standards of
service may affect the overall reputation of the Company. Carey generates
revenue from various fees charged to licensees. While one component of the
Company's growth strategy is to increase the overall number of licensees,
there is a risk that Carey might not be able to find qualified licensees in
desired locations.
Carey's use of licensees subjects it to federal and state laws and
regulations governing the offer and sale of franchises. Most states have laws
that restrict Carey's ability either to terminate a licensee once a license
has been granted, or to prevent a licensee from competing against Carey. In
addition, Carey must provide potential licensees with written information
regarding the Company prior to granting the license so that those licensees
can make a more informed investment decision. Complying with these disclosure
requirements often is time-consuming and expensive. If Carey were to violate
federal or state franchising laws and/or regulations, it might be subject to
fines and other penalties which could impact its earnings.
STATUS OF INDEPENDENT OPERATORS
When Carey acquires a company that employs chauffeurs, Carey often attempts
to convert the employed chauffeurs of the acquired company into third-party
independent contractors. Unlike salaried chauffeurs, the Company does not pay
or withhold any federal or state employment tax for independent operators. The
Internal Revenue Service challenged this practice at Carey's owned and
operated business in Philadelphia, but in March 1997, settled the matter
without making a determination of whether or not there had been a violation.
Later in 1997, the IRS approved guidelines that companies like Carey may
follow in order to treat their drivers as third party contractors rather than
as employees. The guidelines consider whether or not the driver:
. invests cash in the venture;
. has the potential to realize a profit or loss;
. can make his or her services available to the public; and
. is required to comply with company policies regarding how and when to
provide services.
Carey believes that its practices conform to the IRS guidelines. However, if
the IRS were to disagree, the Company could owe substantial amounts in past
employment taxes and be responsible for future taxes. This would increase the
Company's operating costs and potentially decrease its earnings.
5
<PAGE>
INDEPENDENT OPERATOR FINANCING
A chauffeur becomes an independent operator by signing an agreement to pay a
fee to the Company ranging from $45,000 to $75,000. The Company currently
finances the majority of such payments. Each new independent operator also is
required to purchase his or her own vehicle, which usually costs between
$35,000 and $65,000. The Company rarely finances vehicle purchases. If third
party vehicle financing is not available on favorable terms (or at all), the
Company may not be able to convert employed chauffeurs to independent
operators.
REDUCED TRAVEL
The Company is vulnerable to trends or events that reduce overall levels of
domestic or international business travel, including economic recessions,
political instability, terrorist threats or acts and technological advances.
The occurrence of any of these trends or events, of course, is beyond the
Company's control.
INSURANCE COVERAGE AND CLAIMS
Individuals and businesses may sue Carey for personal injury or death and
property damage resulting from automobile accidents involving Carey's
employees or independent operators, and its licensees and their drivers. The
Company maintains, and requires its independent operators and licensees to
maintain adequate levels of insurance.
There are several insurance risks involved in the Company's operation of a
chauffeur-for-hire business:
. Litigation against Carey resulting from a particular accident may fall
outside the scope of its insurance policy coverage.
. Even if it is within the scope of Carey's insurance policy coverage, the
costs of defending the litigation may exceed the policy limits, in which
case Carey would be responsible for the excess.
. The Company and its independent operators and licensees could experience
higher insurance premiums in the future as a result of prior accidents,
general increases in premiums by insurance carriers or both.
DEPENDENCE ON KEY PERSONNEL
The Company has numerous senior managers with many years of experience in
the chauffeured vehicle service industry. However, Carey's ultimate success
depends on the efforts, abilities and leadership of its executive officers,
particularly, Vincent A. Wolfington, the Company's Chairman and Chief
Executive Officer, and Don R. Dailey, the Company's President. Carey does not
have employment agreements with either of these individuals. If either of them
were to leave, Carey could suffer.
COMPETITION
The chauffeured vehicle service industry is highly competitive and
fragmented, with few significant national participants operating multi-city
reservation systems. Each local market usually contains numerous local
participants as well as a few companies offering regional and national
service. Competition is based primarily on the price, quality, scope and
dependability of service. The Company also competes with service providers
offering other forms of transportation, such as buses, taxis, radio cars and
rental cars. The Company competes for both customers and acquisition
candidates. Some existing competitors have, and new competitors may have,
access to more money than Carey. The industry is expected to become more
competitive as existing competitors expand and additional companies from other
industries enter the chauffeured vehicle service industry.
THE YEAR 2000 PROBLEM
The Company currently is reviewing its software to identify functions that
need corrections to be "Year 2000" compliant. The Year 2000 problem is the
result of computer programs being written to recognize two digits rather than
four to define the applicable year, causing many of these programs to
interpret a date using
6
<PAGE>
"00" as the year 1900 rather than the year 2000. These misinterpretations
could result in product failures or miscalculations. The Company is reviewing
its software systems to insure that they will continue to function properly in
the year 2000. If Year 2000 problems are encountered, the costs incurred to
resolve such problems may be substantial. Additionally, the Year 2000 problem
may affect the Company by causing disruptions in the business operations of
persons with whom the Company does business, such as customers or suppliers.
CERTAIN ANTI-TAKEOVER PROVISIONS
Parts of the Company's Certificate of Incorporation and By-laws contain
anti-takeover provisions. These provisions allow Carey to:
. Issue up to 1,000,000 shares of preferred stock, having rights and
privileges that could be senior to the Common Stock, without stockholder
approval;
. Prohibit the stockholders from calling special meetings;
. Restrict the ability of stockholders to nominate directors and submit
proposals to be considered at stockholders' meetings;
. Require the approval of 75% of its stockholders for stockholders'
amendments to the By-laws; and
. Prohibit the stockholders from acting by written consent in lieu of a
meeting.
The Company also is subject to Section 203 of the Delaware General
Corporation Laws which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any of a broad range of business combinations
with certain significant stockholders for a period of three years following
the date on which any such stockholder became a significant stockholder.
The combined effect of these anti-takeover provisions could be to discourage
potential acquisition proposals, delay or prevent a change in control of the
Company and limit the price that certain investors might be willing to pay in
the future for shares of Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market price
for the Common Stock. The stock markets previously have experienced
significant price and volume fluctuations that have affected the market prices
for many companies' securities and have been unrelated to the operating
performance of those companies.
The market price of the Common Stock could fall slightly or precipitously
due to any of the following:
. Announcements of quarterly operating results of the Company that are
lower than financial analysts' published expectations;
. Declining conditions in the economy;
. Changes in the industry that are expensive for the Company (for example,
the passage of new federal or state laws with which the Company will
need to comply); and
. Other developments that are costly or that otherwise negatively affect
the Company, its licenses or its affiliates.
7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected actual consolidated financial data as of and for each of the
five years in the period ended November 30, 1997 have been derived from the
audited consolidated financial statements of the Company. The selected actual
consolidated financial data for the six months ended May 31, 1997, and as of
and for the six months ended May 31, 1998, have been derived from the
unaudited consolidated financial statements of the Company. In the opinion of
management, the unaudited consolidated financial data reflects all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position and results of operations
of the Company. The consolidated results of operations for the six months
ended May 31, 1998 are not necessarily indicative of the consolidated results
of operations to be expected for the year ended November 30, 1998 or for any
other period. For information regarding the Company's performance subsequent
to the date of this Prospectus, prospective investors should refer to more
recent filings made by the Company under the Exchange Act, including its
Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
<TABLE>
<CAPTION>
SIX MONTHS
FISCAL YEAR ENDED NOVEMBER 30, ENDED MAY 31,
----------------------------------------------------- ----------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ----------------- ------- -------
PRO
ACTUAL FORMA(1)
------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS
DATA(2)(3):
Revenue, net........... $33,651 $40,314 $48,969 $65,545 $86,378 $96,264 $34,285 $54,451
Cost of revenue........ 24,495 27,700 33,027 43,649 57,890 64,017 22,664 36,859
------- ------- ------- ------- ------- ------- ------- -------
Gross profit........... 9,156 12,614 15,942 21,896 28,488 32,247 11,621 17,592
Selling, general and
administrative
expense............... 9,336 11,043 14,081 16,727 20,112 23,539 8,720 12,769
------- ------- ------- ------- ------- ------- ------- -------
Operating income
(loss)................ (180) 1,571 1,861 5,169 8,376 8,708 2,901 4,823
Interest income
(expense) and other
income (expense)...... (1,367) (1,446) (1,492) (1,380) (690) 4 (653) 14
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
provision for income
taxes................. (1,547) 125 369 3,789 7,686 8,712 2,248 4,837
Provision for income
taxes................. 10 163 271 294 3,163 3,585 874 2,032
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)...... $(1,557) $ (38) $ 98 $ 3,495 $ 4,523 $ 5,127 $ 1,374 $ 2,805
======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
common share--
basic(4).............. $ (1.18) $ (0.04) $ 0.07 $ 2.57 $ 1.00 $ 0.67 $ 0.95 $ 0.36
======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
common share--
diluted(4)............ $ (1.16) $ (0.03) $ 0.03 $ 1.01 $ 0.77 $ 0.64 $ 0.37 $ 0.34
======= ======= ======= ======= ======= ======= ======= =======
Weighted average common
shares used in
computing net income
per common share--
basic(4).............. 1,323 1,323 1,333 1,359 4,506 7,642 1,441 7,851
======= ======= ======= ======= ======= ======= ======= =======
Weighted average common
shares used in
computing net income
per common share--
diluted(4)............ 1,348 1,348 2,817 3,794 6,137 8,003 4,152 8,360
</TABLE>
8
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<TABLE>
<CAPTION>
NOVEMBER 30,
----------------------------------------- MAY 31,
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA(2):
Working capital (deficit).. $ 903 $ 531 $(1,948) $(2,188) $ 4,999 $ 30,591
Total assets............... 30,028 29,494 38,729 43,967 85,394 121,243
Long-term debt and capital
leases, less current
maturities................ 12,827 12,276 14,502 12,039 4,132 2,775
Deferred revenue(5)........ 4,330 4,484 4,726 6,181 13,396 14,397
Total stockholders' equity. 4,771 4,218 4,197 7,573 48,300 83,340
</TABLE>
- --------
(1) Gives effect to the following events as if they occurred on December 1,
1996: (i) the acquisition of Manhattan International Limousine Network,
Ltd. ("Manhattan Limousine") (using statement of operations data for
Manhattan Limousine's six months ended March 31, 1997) and the
amortization of associated goodwill; (ii) the conversion of certain
preferred stock and subordinated debt into Common Stock (see Note 17 to
the Company's Consolidated Financial Statements included in the Company's
Registration Statement on Form S-1 (File No. 333-50245) relating to the
May 1998 offer and sale by the Company and certain stockholders of
2,486,300 shares of Common Stock, which Consolidated Financial Statements
are incorporated by reference herein), and the elimination of interest
expense associated with the subordinated debt; (iii) the issuance of
shares of Common Stock to (a) repay certain debt of the Company, (b) pay
the cash and note portions of the purchase price for Manhattan Limousine,
(c) repay certain debt assumed in connection with the acquisition of
Manhattan Limousine, (d) redeem certain preferred stock of the Company and
(e) pay the stock portion of the purchase price in connection with the
acquisition of Manhattan Limousine; (iv) the elimination of interest
expense associated with debt repaid from the proceeds of the Company's May
1997 initial public offering of Common Stock; and (v) certain other
adjustments to the Company's historical results of operations. For
additional information and quantification of the impact of the various
events described herein, see the Pro Forma Consolidated Financial
Statement included in the Company's Registration Statement on Form S-1
(File No. 333-50245), which Pro Forma Consolidated Financial Statement is
incorporated by reference herein.
(2) On October 31, 1997, the Company merged with Indy Connection Limousine,
Inc. and a subsidiary ("Indy Connection"). The merger was accounted for as
a pooling-of-interests and, accordingly, the consolidated financial
statements of the Company have been restated to include the accounts and
operations of Indy Connection for all periods presented.
(3) The results of operations of chauffeured vehicle service companies
acquired by the Company in New York (June 1997), Los Angeles (October
1997), London (December 1997), Miami (April 1998) and Boston (March 1998
and May 1998) have been included in the statement of operations data from
their respective dates of acquisition.
(4) Net income per common share has been restated to comply with SFAS No. 128,
Earnings per Share. See Note 5 to the Company's Consolidated Interim
Financial Statements included in the Company's Quarterly Report on Form
10-Q for the three months ended May 31, 1998 and Note 16 to the
Consolidated Financial Statements included in the Company's Registration
Statement on Form S-1 (File No. 333-50245).
(5) Represents the balance of the fees deferred in connection with independent
operator agreements less amounts previously recognized. Such fees are
recognized ratably over the terms of the agreements, which typically range
from 10 to 20 years. See the Notes to the Company's Consolidated Financial
Statements included in the Company's Registration Statement on Form S-1
(File No. 333-50245).
9
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is quoted on Nasdaq under the symbol "CARY." The following
table sets forth the high and low sales prices for the Common Stock from May
28, 1997, the initial date of trading of the Common Stock on Nasdaq, through
July 21, 1998. The initial public offering price of the Common Stock was
$10.50 per share. For purposes of this table, each reference to a year is to
the Company's fiscal year, which ends on November 30 in such year.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
1997
----
<S> <C> <C>
Third Quarter (from May 28, 1997).......................... $15.88 $11.00
Fourth Quarter............................................. 18.00 13.50
<CAPTION>
1998
----
<S> <C> <C>
First Quarter.............................................. 19.00 14.00
Second Quarter............................................. 26.50 18.13
Third Quarter (through July 21, 1998)...................... 29.875 21.50
</TABLE>
On July 21, 1998, the last reported sale price of the Common Stock was
$26.00 and there were 88 holders of record of Common Stock.
DIVIDEND POLICY
The Company intends to retain all earnings to finance the growth and
development of its business and does not anticipate paying cash dividends on
the Common Stock in the foreseeable future. Any future determination as to the
payment of dividends on the Common Stock will depend upon the Company's future
earnings, results of operations, capital requirements and financial condition
and any other factor the Board of Directors of the Company may consider. The
Company's agreements with its principal lenders prohibit dividend payments.
PLAN OF DISTRIBUTION
This Prospectus relates to 3,000,000 shares of the Company's Common Stock
that may be offered and issued by the Company from time to time in connection
with acquisitions of other businesses or properties by the Company.
Carey intends to concentrate its acquisitions within the chauffeured vehicle
service industry. If the opportunity arises, however, Carey may attempt to
make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between Carey and the owners or controlling persons of businesses
or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in
exchange for assets used in or related to the business of such companies or
entities, or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and of the issuance of shares of
Common Stock under acquisition agreements generally will be determined by
direct negotiations with the owners or controlling persons of the businesses
or properties to be acquired or, in the case of entities that are more widely
held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. The Company
anticipates that the shares of Common Stock issued in any such acquisition
will be valued at a price reasonably related to the market value of the Common
Stock either at the time of agreement on the terms of an acquisition or about
the time of delivery of the shares.
10
<PAGE>
It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under
this Prospectus. However, finders' fees or brokers' commissions may be paid
from time to time in connection with specific acquisitions, and such fees may
be paid through the issuance of shares of Common Stock covered by this
Prospectus. Any person receiving such a fee may be deemed to be an underwriter
within the meaning of the Securities Act.
Affiliates of companies acquired by Carey who receive Common Stock under
this Prospectus are subject for one year to the restrictions of Rule 145 under
the Securities Act, including the volume of sale limitations and manner of
sale requirements thereof. The requirements of Rule 145 may limit the ability
of such affiliates to resell Common Stock they may receive under this
Prospectus.
LEGAL MATTERS
The validity of the shares offered will be passed upon for the Company by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Registration Statement on Form S-1 (File No. 333-50245) have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "DGCL"), which provides
that a corporation may indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite an adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. The Company's Restated Certificate of Incorporation further
provides that the Company shall indemnify its directors and officers to the
full extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the DGCL as in effect at the
time such liability is determined.
The Certificate of Incorporation and the Company's By-laws also provide that
each person who was or is made a party to, or is involved in, any action,
suit, proceeding or claim by reason of the fact that he or she is or was a
director or officer of the Registrant (or is or was serving at the request of
the Registrant as a director or officer of any other enterprise including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as
in effect from time to time, against all expenses (including attorneys' fees
and expenses), judgments, fines, penalties and amounts to be paid in
settlement incurred by such person in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim.
The Company's By-laws allow similar rights of indemnification to be afforded,
in the Company's discretion, to its employees and agents.
The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit
of such provisions. Any person seeking indemnification under the Certificate
of Incorporation shall be deemed to have met the standard of conduct required
for such indemnification unless the contrary shall be established. Any repeal
or modification of such indemnification provisions shall not adversely affect
any right or protection of a director or officer with respect to any conduct
of such director or officer occurring prior to such repeal or modification.
II-1
<PAGE>
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 21. LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- --------------------------------------------------------------------
<C> <S>
+2.1 Stock Purchase Agreement dated as of March 1, 1997, by and among
Carey International, Inc., Alfred J. Hemlock and Lupe C. Hemlock
+2.2 Agreement and Plan of Merger dated as of March 1, 1997, by and among
Carey International, Inc., Manhattan International Limousine Network
Ltd., MLC Acquisition Corporation and Michael Hemlock
+2.3 Form of Stockholder Action by Written Consent Adopted in Connection
with the Recapitalization
+++2.4 Amended and Restated Agreement and Plan of Merger made as of October
10, 1997 by and among Carey International, Inc., Carey Limousine
Indiana, Inc., Indy Connection Limousines, Inc., Transit Tours,
Inc., K.D. & Associates Professional Corporation, Craig Del Fabro
and Kim Del Fabro
+3.1 Form of Amended and Restated Certificate of Incorporation of the
Company
+3.2 Amended and Restated By-laws of the Company
+4.1 Specimen Stock Certificate
+4.2 Form of Warrants Issued in June 1997
+4.3 Carey International, Inc. Common Stock Purchase Warrant dated
September 1, 1991, issued to Yerac Associates, L.P.
+4.4 Form of Registration Rights Agreement between Carey International,
Inc. and Michael Hemlock
*5 Opinion of Nutter, McClennen & Fish, LLP
++++10.1 1997 Equity Incentive Plan, as amended
+10.2 1992 Stock Option Plan
+10.3 1987 Stock Option Plan
+10.4 Stock Plan for Non-Employee Directors
+10.5 Lease dated July 5, 1989 for 4530 Wisconsin Avenue, Washington,
D.C., between Carey International, Inc. and 4530 Wisconsin
Associates, as lessor, including Addendum, Exhibit B and Exhibit C;
and Second Amendment to Lease dated August 6, 1993, including
Exhibit A
+10.6 Form of Escrow Agreement by and among Michael Hemlock, Alfred J.
Hemlock, Lupe C. Hemlock and a bank to be named
+10.7 Form of Standard Master License Agreement
+10.8 Form of Standard International License Agreement
+10.9 Form of Promissory Notes in connection with Acquisition of Manhattan
Limousine
+10.10 Form of Standard Independent Operator Agreement
++10.11 Form of Revolving Credit and Term Loan Agreement by and among Carey
International, Inc., certain of its direct and indirect wholly-owned
subsidiaries, and Fleet Bank, N.A., Banco Popular de Puerto Rico and
George Mason Bank
**10.12 Form of Director's Deferment of Compensation Agreement
**21 Subsidiaries of the Registrant
*23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Nutter, McClennen & Fish, LLP (contained in Exhibit 5)
*24 Power of Attorney (contained in the signature page to this
Registration Statement)
</TABLE>
- --------
II-2
<PAGE>
* Filed herewith.
** Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-50245).
+ Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-22651).
++ Incorporated by reference from the Company's Registration Statement on Form
S-4 (File No. 333-34897).
+++ Incorporated by reference from the Company's Current Report on Form 8-K
dated November 13, 1997.
++++ Incorporated by reference from the Company's definitive Proxy Statement
dated May 6, 1998.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of its Certificate of Incorporation or
By-laws, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
II-3
<PAGE>
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WASHINGTON, THE
DISTRICT OF COLUMBIA, ON THE 22ND DAY OF JULY 1998.
Carey International, Inc.
/s/ Vincent A. Wolfington
By: _________________________________
Vincent A. Wolfington
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW ON THIS REGISTRATION STATEMENT
HEREBY CONSTITUTES AND APPOINTS VINCENT A. WOLFINGTON, DAVID H. HAEDICKE, JOHN
P. DRISCOLL, JR. AND JAMES E. DAWSON, AND EACH OF THEM, WITH FULL POWER TO ACT
WITHOUT THE OTHER, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL
POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES (UNTIL REVOKED IN WRITING) TO SIGN ANY AND
ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS AND AMENDMENTS THERETO) TO
THIS REGISTRATION STATEMENT ON FORM S-4 OF THE REGISTRANT, AND TO FILE THE
SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-
FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING
ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Vincent A. Wolfington Chairman of the Board and July 22, 1998
____________________________________ Chief Executive Officer
Vincent A. Wolfington
/s/ Don R. Dailey President and Director July 22, 1998
____________________________________
Don R. Dailey
/s/ David H. Haedicke Chief Executive Officer July 22, 1998
____________________________________
David H. Haedicke
/s/ Paul A. Sandt Principal Accounting Officer July 22, 1998
____________________________________
Paul A. Sandt
/s/ Dennis I. Meyer Director July 22, 1998
____________________________________
Dennis I. Meyer
/s/ Joseph V. Vittoria Director July 22, 1998
____________________________________
Joseph V. Vittoria
/s/ Robert W. Cox Director July 22, 1998
____________________________________
Robert W. Cox
/s/ Nicholas J. St. George Director July 22, 1998
____________________________________
Nicholas J. St. George
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+2.1 Stock Purchase Agreement dated as of March 1, 1997, by and among
Carey International, Inc., Alfred J. Hemlock and Lupe C. Hemlock
+2.2 Agreement and Plan of Merger dated as of March 1, 1997, by and
among Carey International, Inc., Manhattan International Limousine
Network Ltd., MLC Acquisition Corporation and Michael Hemlock
+2.3 Form of Stockholder Action by Written Consent Adopted in Connection
with the Recapitalization
+++2.4 Amended and Restated Agreement and Plan of Merger made as of
October 10, 1997 by and among Carey International, Inc., Carey
Limousine Indiana, Inc., Indy Connection Limousines, Inc., Transit
Tours, Inc., K.D. & Associates Professional Corporation, Craig Del
Fabro and Kim Del Fabro
+3.1 Form of Amended and Restated Certificate of Incorporation of the
Company
+3.2 Amended and Restated By-laws of the Company
+4.1 Specimen Stock Certificate
+4.2 Form of Warrants Issued in June 1997
+4.3 Carey International, Inc. Common Stock Purchase Warrant dated
September 1, 1991, issued to Yerac Associates, L.P.
+4.4 Form of Registration Rights Agreement between Carey International,
Inc. and Michael Hemlock
*5 Opinion of Nutter, McClennen & Fish, LLP
++++10.1 1997 Equity Incentive Plan, as amended
+10.2 1992 Stock Option Plan
+10.3 1987 Stock Option Plan
+10.4 Stock Plan for Non-Employee Directors
+10.5 Lease dated July 5, 1989 for 4530 Wisconsin Avenue, Washington,
D.C., between Carey International, Inc. and 4530 Wisconsin
Associates, as lessor, including Addendum, Exhibit B and Exhibit C;
and Second Amendment to Lease dated August 6, 1993, including
Exhibit A
+10.6 Form of Escrow Agreement by and among Michael Hemlock, Alfred J.
Hemlock, Lupe C. Hemlock and a bank to be named
+10.7 Form of Standard Master License Agreement
+10.8 Form of Standard International License Agreement
+10.9 Form of Promissory Notes in connection with Acquisition of
Manhattan Limousine
+10.10 Form of Standard Independent Operator Agreement
++10.11 Form of Revolving Credit and Term Loan Agreement by and among Carey
International, Inc., certain of its direct and indirect wholly-
owned subsidiaries, and Fleet Bank, N.A., Banco Popular de Puerto
Rico and George Mason Bank
**10.12 Form of Director's Deferment of Compensation Agreement
**21 Subsidiaries of the Registrant
*23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Nutter, McClennen & Fish, LLP (contained in Exhibit 5)
*24 Power of Attorney (contained in the signature page to this
Registration Statement)
</TABLE>
- --------
*Filed herewith.
**Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-50245).
+Incorporated by reference from the Company's Registration Statement on Form S-
1 (File No. 333-22651).
++Incorporated by reference from the Company's Registration Statement on Form
S-4 (File No. 333-34897).
+++Incorporated by reference from the Company's Current Report on Form 8-K
dated November 13, 1997.
++++Incorporated by reference from the Company's definitive Proxy Statement
dated May 6, 1998.
<PAGE>
EXHIBIT 5
---------
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
July 22, 1998
12856-44
Carey International, Inc.
4530 Wisconsin Avenue, N.W.
Washington, DC 20016
Gentlemen/Ladies:
Reference is made to that certain Registration Statement on Form S-4 (the
"Registration Statement") which Carey International, Inc., a Delaware
corporation (the "Company"), has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 3,000,000 shares of common stock, $.01 par value, of
the Company (the "Shares"). We understand that the Shares may be offered and
issued by the Company from time to time in connection with acquisitions of other
businesses or properties by the Company.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Certificate of Incorporation of the Company, the Company's By-laws, the
corporate records of the Company to the date hereof, certificates of public
officials, and such other documents, records and materials as we have deemed
necessary in connection with this opinion letter. Based upon the foregoing, and
in reliance upon information from time to time furnished to us by the Company's
officers, directors and agents, we are of the opinion that the Shares, or any
portion thereof, when duly authorized, issued and delivered by the Company (a)
pursuant to the terms and conditions contained in the applicable agreement
evidencing an acquisition and (b) in accordance with the Company's Certificate
of Incorporation and By-laws and the Delaware General Corporation Law (all as
amended through the date of such issuance), will be validly issued, fully paid
and non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement, as finally amended, and hereby consent to the filing of
this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to be used in
connection with the offering and sale of the Shares only while the Registration
Statement, as amended from time to time, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
-----------------------------------------
Nutter, McClennen & Fish, LLP
JED/DSS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Carey International, Inc. on Form S-4 of our report dated January 30, 1998,
except as to Note 16, for which the date is February 28, 1998, on our audits of
the consolidated financial statements and financial statement schedule of Carey
International, Inc. and subsidiaries as of November 30, 1997 and 1996, and for
each year in the three year period ended November 30, 1997 contained on page F-
11 of the Company's Registration Statement on Form S-1 (File No. 333-50245). We
also consent to the references to our firm under the captions "Documents
Incorporated by Reference" and "Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Washington, D.C.
July 21, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Carey International, Inc. on Form S-4 of our report dated March 1, 1997,
except for Note 10, as to which the date is April 22, 1997, on our audit of the
combined financial statements of Manhattan International Limousine Network, Ltd.
and Affiliate as of September 30, 1996, and for the year then ended, which
includes an explanatory paragraph relating to a restatement for a change in the
revenue recognition method and to record previously unrecorded costs related to
services provided by independent service companies, contained on page F-34 of
the Company's Registration Statement on Form S-1 (File No. 333-50245).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Washington, D.C.
July 21, 1998
