UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________to_____________________.
Commission file number 0-15167
Trans Leasing International, Inc.
(Exact name of registrant as specified in its character)
Delaware 36-2747735
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 Dundee Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 272-1000
Indicate by check mark whether the Registrant(1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The number of shares of Common Stock, Par Value $.01 Per Share, of the
Registrant outstanding as of November 11, 1997, was 4,040,755.
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<PAGE>
TRANS LEASING INTERNATIONAL, INC.
INDEX
Page
Number
Part I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets 3
September 30, 1997
and June 30, 1997
(unaudited)
Condensed Consolidated Statements of Operations 4
Three-month periods ended
September 30, 1997 and 1996
(unaudited)
Condensed Consolidated Statements of Cash Flows 5
Three-month periods ended
September 30, 1997 and 1996
(unaudited)
Notes to Condensed Consolidated Financial Statements 6
(unaudited)
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in 000's)
<TABLE>
<CAPTION>
September 30 June 30
ASSETS 1997 1997
------ ------------ ------------
<S> <C> <C>
CASH $ 2,428 $ 4,178
RESTRICTED CASH 8,746 8,681
DIRECT FINANCE LEASES:
Future minimum lease payments 310,901 307,076
Estimated non-guaranteed residual value 24,990 24,571
------------ ------------
Total Direct Finance Lease Receivables 335,891 331,647
Less: Unearned lease income (49,901) (49,761)
Allowance for uncollectible accounts (10,586) (10,902)
------------ ------------
Net investment in direct finance leases 275,404 270,984
LEASE FINANCING RECEIVABLES, less allowance
for
uncollectible accounts of $245 and $258, 7,010 7,055
respectively
EQUIPMENT UNDER OPERATING LEASES, net of
accumulated depreciation 12,273 11,292
FURNITURE, FIXTURES AND EQUIPMENT, net of
accumulated depreciation 1,810 1,789
INCOME TAXES RECOVERABLE 3,318 1,541
OTHER ASSETS 4,895 5,516
============ ============
TOTAL ASSETS $ 315,884 $ 311,036
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 8,378 $ 8,261
NOTES PAYABLE TO FINANCIAL INSTITUTIONS 31,400 39,037
LEASE-BACKED OBLIGATIONS 223,230 211,142
SUBORDINATED OBLIGATIONS 17,400 17,400
DEFERRED INCOME TAXES 4,911 4,911
------------ ------------
TOTAL LIABILITIES 285,319 280,751
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00;
authorized 2,500 shares, none issued
Common stock, par value $.01; authorized
10,000 shares;
issued 4,823 shares, outstanding 4,041 48 48
shares
Additional paid-in capital 9,764 9,764
Retained earnings 23,147 22,867
Less 783 shares held in treasury, at cost (2,394) (2,394)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 30,565 30,285
============ ============
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 315,884 $ 311,036
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in 000's except for per share amounts)
<TABLE>
<CAPTION>
Three months
ended
September 30,
--------------------------------
1997 1996
------------ ------------
REVENUES:
<S> <C> <C>
Finance and other lease related $ 10,252 $ 9,513
income
Operating lease income 848 564
Other 348 246
------------ ------------
Total Revenues 11,448 10,323
EXPENSES:
Interest 4,716 4,163
General and administrative 4,518 3,616
Provision for uncollectible accounts 1,565 1,369
------------ ------------
Total Expenses 10,799 9,148
------------ ------------
EARNINGS BEFORE INCOME TAXES 649 1,175
INCOME TAXES 248 458
------------ ------------
NET EARNINGS $ 401 $ 717
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Primary 4,290 4,043
Fully Diluted 4,356 4,189
EARNINGS PER COMMON SHARE:
Primary .09 .18
Fully Diluted .09 .17
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in 000's)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 1996
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Earnings $ 401 $ 717
Adjustments to reconcile net earnings to
net cash
provided by operating activities:
Leasing costs, primarily provision
for uncollectible
accounts and amortization of initial 2,258 1,822
direct costs
Depreciation and amortization 591 673
Initial direct costs incurred (754) (856)
Changes in:
Accounts payable and accrued expenses 117 (80)
Income taxes recoverable (1,777) 234
Other assets 621 (130)
Other 0 89
----------- ------------
Net cash provided by operating 1,457 2,469
activities
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal collections on leases 29,797 25,554
Equipment purchased for leasing (34,773) (39,633)
Purchase of lease financing receivables (982) (855)
Purchase of property and equipment (1,798) (1,457)
Disposal of property and equipment 219 49
----------- ------------
Net cash used in investing (7,537) (16,342)
activities
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes payable to financial 41,828 24,650
institutions
Repayment of notes payable to financial (49,465) (21,400)
institutions
Issuance of lease-backed obligations 45,323 30,615
Repayment of lease-backed obligations (33,235) (16,047)
Repayment of subordinated obligations 0 (1,110)
Payment of dividends on common stock (121) (122)
Purchase of treasury stock 0 (65)
----------- ------------
Net cash provided by financing 4,330 16,521
activities
----------- ------------
NET (DECREASE) INCREASE IN CASH (1,750) 2,648
CASH, beginning of period 4,178 4,528
----------- ------------
CASH, end of period $ 2,428 $ 7,176
=========== ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Financial Statements:
The condensed consolidated balance sheet of Trans Leasing International,
Inc. and subsidiaries (the "Company") as of September 30, 1997, and the
condensed consolidated statements of operations and cash flows for the
three-month periods ended September 30, 1997 and 1996, have been prepared by the
Company without audit. The condensed consolidated balance sheet as of June 30,
1997, has been derived from the audited financial statements of that date. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position at September 30,
1997, and the results of operations and cash flows for the periods presented
have been made. The results of operations for the period ended September 30,
1997, are not necessarily indicative of the operating results for the full year.
The Company has sold certain of its leases and related assets to two
special purpose, bankruptcy remote subsidiaries, TL Lease Funding Corp. III
("TLFC III") and TL Lease Funding Corp. IV ("TLFC IV"), which have in turn
transferred leases to various trusts established by such subsidiaries. Each of
TLFC III and TLFC IV is an entity distinct from Trans Leasing International,
Inc., with its own assets and liabilities, and in the event of a bankruptcy, the
creditors of each subsidiary would be entitled to satisfy their claims from the
assets of the respective subsidiary prior to any distribution to Trans Leasing
International, Inc.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. Accordingly these financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's June 30, 1997 Form 10-K to stockholders.
Certain reclassifications have been made to prior years to conform with
the presentation used in fiscal 1998.
Note B - Accounting Standards:
Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
(SFAS 125), effective for the Company on January 1, 1997, provides new methods
of accounting and reporting for transfers and servicing of financial assets and
extinguishments of liabilities. The Company will apply SFAS 125 to
securitization transactions occurring on or after January 1, 1997. No such
securitizations have occurred since January 1, 1997. The effect of SFAS 125 is
not expected to have a material effect on the Company's financial position or
results of operations when applied to future securitization transactions.
<PAGE>
In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which
simplifies the current standards for computing earning per share. The statement
is effective for financial statements issued for periods ending after December
15, 1997, including interim periods. Earlier adoption of this standard is not
permitted. The statement will be adopted in fiscal 1998 and will not impact the
results of operations, financial position or cash flows for the Company.
Further, the requirements of this statement are not expected to materially
impact the Company's earnings per share calculation.
Further, in February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure" which clarifies the disclosure requirements related to
type and nature of securities contained in an entity's capital structure. The
standard will be adopted in fiscal 1998 and will not impact the results of
operations, financial position or cash flows of the Company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company's operations comprise, almost exclusively, lease financing.
The Company's net earnings are significantly influenced by the level of invested
assets, the related financing spread (i.e., the excess of interest rates earned
over interest rates incurred on borrowings), and the quality of those assets.
General and administrative expenses and a provision for uncollectible accounts
further reduce the Company's net earnings.
Substantially all of the Company's lease receivables are written at a
fixed rate of interest for a fixed term. The Company's borrowings are at both
fixed and floating rates of interest. The Company borrows under revolving credit
facilities at floating interest rates (see "Liquidity and Capital Resources")
and periodically refinances that debt either through a fixed-rate loan option in
the revolving credit agreements, securitization of lease receivables or the sale
of debt in the public or private markets. To the extent the Company refinances
with fixed-rate debt, the Company locks in the spread in its portfolio. The
Company will, from time to time, utilize interest rate swaps to the extent its
borrowings are at floating interest rates. Such swaps reduce the Company's
exposure to interest rate risk.
The primary long-term funding method currently employed by the Company is
to securitize portions of its lease portfolio. This method of funding is
believed to afford the lowest cost long-term financing available. These
transactions are not reflected as sales of lease receivables in the financial
statements as the Company has an ongoing economic interest in the securitized
assets. As such, the leases remain on the consolidated balance sheet and the
income associated with such leases is recognized over the respective lease
terms.
The Company has experienced growth in the total dollar amounts of new
lease receivables added to its portfolio during each of the last five fiscal
years, though there can be no assurances that this trend will continue. In
analyzing the Company's financial statements, it is important to understand the
impact of lease receivable growth during an accounting period on lease income
and net earnings.
For financial reporting purposes, the majority of the Company's leases are
classified as direct finance leases. The Company accounts for its investment in
direct finance leases by recording on the balance sheet the total minimum lease
payments receivable plus the estimated residual value of leased equipment less
the unearned lease income. Unearned lease income represents the excess of the
total minimum lease payments plus the estimated residual value expected to be
realized at the end of the lease term over the cost of the related equipment.
Unearned lease income is recognized as revenue over the term of the lease by the
effective interest method, i.e., application of a constant periodic rate of
return to the declining net investment in each lease. As a result, during a
period in which the Company realizes growth in new lease receivables, lease
income should also increase, but at a lesser rate.
The Company also originates leases classified as operating leases.
Operating lease income is recognized as revenue when the rental payments become
due. Equipment under operating leases is recorded at cost and depreciated on a
straight-line basis over the estimated useful life of the equipment, generally
three to five years.
Initial direct costs incurred in consummating a lease, principally
commissions and a portion of salaries for personnel directly involved in
generating new lease receivables, are capitalized as part of the net investment
in direct finance leases and amortized over the lease term as a reduction in the
yield. An allowance for uncollectible accounts is provided over the terms of the
underlying leases as the leases are determined to be uncollectible. See "Results
of Operations" below for further discussion.
On August 27, 1997 the Company entered into an agreement to sell
substantially all the net assets of the Company to General Electric Capital
Corporation (GECC). The gross sale proceeds approximate $46 million and involves
assumption by GECC of certain debt outstanding upon closing of the sale. Subject
to the required regulatory filings, the Company anticipates the sale transaction
will close in the second quarter of fiscal 1998. Net proceeds from the sale,
after consideration of certain post-closing expenses, will approximate $10.00
per share and be distributed to shareholders via a liquidating dividend in early
calendar year 1998. At this time, there can be no assurance as to the absolute
certainty of the occurrence of these events.
Results of Operations ($ in 000's)
Finance lease income increased $739 (7.8%) in the first quarter of fiscal
1998 compared to the first quarter of fiscal 1997. The increase was primarily
due to a 9.8% increase in the net investment in direct finance leases from
September 30, 1996 to September 30, 1997.
Operating lease income increased $284 (50.4%) in the first quarter of
fiscal 1998 compared to the first quarter of fiscal 1997. The increase was
primarily due to a 45.1% increase in the net cost of equipment under operating
leases from September 30, 1996 to September 30, 1997.
The Company's lease portfolio increased primarily as a result of its
increased marketing and selling activities, greater name recognition of
LeaseCard in the marketplace, and the introduction of new products by equipment
manufacturers. Lease-related fees, late delinquency charges and lease
continuance fees, have increased as a result of the growth in the size of the
Company's lease portfolio.
<PAGE>
Interest expense increased $553 (13.3%) in the first quarter of fiscal
1998 as compared to the first quarter of fiscal 1997 due to an increase in the
amounts borrowed to finance the growth in the lease portfolio. Interest expense
as a percent of lease income increased to 42.5% in the first quarter of fiscal
1998 from 41.3% in the first quarter of fiscal 1997. Interest expense is
reported net of the impact of interest rate swaps used to fix the rate on
floating rate financing, the effect of which was to increase interest expense by
$10 in the first quarter of fiscal 1998 as compared to a decrease of interest
expense of $23 in the first quarter of fiscal 1997.
General and administrative expense increased $902 (24.9%) in the first
quarter of fiscal 1998 compared to the first quarter of fiscal 1997. General and
administrative expense as a percent of lease income increased to 40.7% in the
first quarter of fiscal 1998 as compared to 35.9% in the first quarter of fiscal
1997. The increase in general and administrative expense is attributable to the
increase in the number of employees to accommodate the Company's continued
growth and professional fees incurred in connection with the GECC sales
transaction agreement.
The provision for uncollectible accounts increased $196 (14.3%) in the
first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. The
provisions for uncollectible accounts as a percent of lease income increased to
14.1% in the first quarter of fiscal 1998 as compared to 13.6% in the first
quarter of fiscal 1997.
Earnings before income taxes decreased $526 (44.8%) for the first quarter
of fiscal 1998 compared to the first quarter of fiscal 1997. The primary and
fully diluted earnings per share amounts were $.09 in the first quarter of
fiscal 1998 compared to $.17 in the first quarter of 1997. The decrease in
earnings is primarily due to the increases in interest expense and general and
administrative as a percent of lease income, as previously discussed.
Liquidity and Capital Resources
The Company historically has financed its operations, including the growth
of its lease portfolio, principally through borrowings under its revolving
credit agreements, issuance of debt and lease-backed obligations in both the
institutional private placement and public markets, principal collections on
leases and cash provided from operations.
Net cash used in investing activities, which was $7.5 million in the first
quarter of fiscal 1998 and $16.3 million in the first quarter of fiscal 1997,
generally represents the excess of equipment purchased for leasing over
principal collections on leases. Net cash provided by financing activities (the
excess of borrowings under the revolving credit agreement and issuing of debt
and lease-backed obligations over repayments of these debt instruments) was $4.3
million in the first quarter of fiscal 1998 and $16.5 million in the first
quarter of fiscal 1997. The remaining funds used in investing activities were
provided by operating cash flows and cash on hand at the beginning of the
period. As of September 30, 1997, the Company had outstanding commitments to
purchase equipment, which it intended to lease, with an aggregate purchase price
of $2.2 million.
The Company borrows under its unsecured revolving credit agreement (the
"TLI Revolving Credit Facility") to fund its operations. The maximum borrowing
under the TLI Revolving Credit Facility is $30 million. At November 7, 1997, the
outstanding loans under this facility were $18 million and unused borrowing
capacity was $12 million.
On December 20, 1996, the Company, through a wholly-owned special-purpose
financing subsidiary, TL Lease Funding Corp. IV ("TLFC IV"), established a
securitized revolving credit and term loan facility with a maximum borrowing
limit of $75 million (the "TLFC IV Revolving Credit Facility") with a national
banking institution. On June 30, 1997, the credit limit was raised $85 million
and the expiration of the facility was extended from June 30, 1997 to July 31,
1997. On July 25, 1997, the credit limit was raised to $125 million through
December 31, 1997. TLFC IV pays interest on the revolving borrowings at a rate
equal to LIBOR plus .75 percent. TLFC IV may, at its option, convert the
revolving loans to a term loan with a maturity determined by the cash flows of
the leases held at the conversion date and at a rate of interest equal to LIBOR
plus 1 percent. Upon conversion of a term loan, TLFC IV would be required to
execute an interest rate hedge to fix the rate on this borrowing. As of November
7, 1997 outstanding loans under the TLFC IV revolving credit facility were $109
million and unused borrowing capacity was $16 million.
The Company believes that, in light of the sales transaction with GECC in
the second quarter of fiscal 1998, the Company's current revolving credit
facilitates and principal payments on leases will provide adequate capital
resources and liquidity for the Company to fund its operations and debt
maturities, but there can be no assurances that this will continue to be the
case or that the sale transaction will be completed as anticipated.
On November 16, 1994, the Board of Directors authorized the repurchase by
the Company of up to 1,000,000 shares of its common stock. As of September 30,
1997, a total of 782,745 shares have been repurchased at a total cost of $2,394
under this program.
The Company has entered into a five-year lease commitment in order to
consolidate the location of its headquarters with certain of its operating
subsidiaries. The lease commencing on October 1, 1997, is expected to improve
the streamlining and coordination of certain of the Company's operations.
On August 5, 1997, the Board of Directors approved the payment of a
quarterly cash dividend in the amount of $.03 per share. The dividend was paid
on August 26, 1997 to holders of record as of August 15, 1997.
On May 1, 1997, at a special meeting of the shareholders of the Company,
the shareholders approved the Company's 1996 Stock Option Plan. The 1996 Stock
Option Plan provides for the granting of stock options with respect to one
million shares of the Company's common stock to directors and key employees of
the Company.
<PAGE>
Cautionary Statement For Purposes Of The "Safe Harbor' Provisions Of The
Private Litigation Reform Act Of 1995
Except for historical matters, the matters discussed in this Form 10-Q are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements made under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", including statements regarding the anticipated closing of sale
transaction with GECC.
The Company wishes to caution readers that in addition to the important
factors described elsewhere in this Form 10-Q, the following important factors,
among others, sometimes have affected and in the future could affect, the
Company's actual results and could cause the Company's actual results during the
remainder of fiscal 1998 and beyond, to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, the Company:
Portfolio Risk
The principal assets of the Company are its portfolio of lease receivables
and the residual value of its equipment. Investment risks inherent in a leasing
company include the possibility that lease receivables might not be fully
collectible and that equipment might be sold at lease expiration or termination
for less than the residual value recorded on the Company's balance sheet.
Receivables Risk: Although the allowance for uncollectible accounts
carried on the Company's books historically has been adequate to provide for
losses associated with its lease receivables, changes in the reimbursement
policies of government or third-party payors, obsolescence of equipment under
lease, changes in the local, regional or national economies, changes in federal
tax laws or other factors could significantly impact the Company's future
delinquency and loss experience, which could in turn have a material adverse
effect on the Company's earnings.
Residual Risk: When the Company enters into a lease from which it expects
to derive value through the resale of equipment at lease expiration, it records
an estimate of the expected resale value on the Company's balance sheet as a
residual interest. The growth in the Company's equipment lease portfolio in
recent years has resulted in increases in the aggregate amount of recorded
residual values. Realization of residual values depends on certain factors not
within the Company's control, such as equipment obsolescence, whether the lease
expires or is terminated for default, whether the equipment is in fact returned
to the Company at the end of the lease and the condition of the equipment when
it is returned. Although the Company has in aggregate, generally received the
full amount of recorded residual values on expired leases, there can be no
assurance this will continue in the future. Failure to realize residual values
could have a material adverse effect on the Company's earnings.
Interest Rate Risk
The Company's leases are at fixed rates but its warehouse lines, which
represent a significant portion of its borrowings, bear interest at floating
rates. Consequently, if interest rates were to increase, earnings would be
adversely affected with increases in earnings realized by the effect of interest
rate swaps entered into by the Company. In addition, the Company's ability to
increase its yield on new receivables would be limited by competitive and
economic factors.
Financing
The Company's profitability depends, among other factors, on the size of
its lease portfolio, which in turn depends on the Company's ability to obtain
external financing to supplement cash flows available from operations. The
Company's principal sources of external financing have been borrowings under its
revolving credit agreements, public offerings and private placements of debt and
lease-backed obligations. Although the Company has been successful in arranging
these types of funding in the past, there can be no assurance that it will be
able to obtain funding in the future in amounts or on terms it deems necessary
or acceptable. The Company's inability to obtain financing would have a material
adverse effect on its operations. Covenants in certain of the Company's debt
agreements limit its ability to incur additional debt above certain levels.
The Company's debt agreements contained provisions triggering events of
default or requiring prepayment in the event the principal shareholder's
ownership of common stock fell below 35%. Upon the principal shareholder's death
in fiscal 1997, these provisions were revised.
Third Party Reimbursement
The Company believes that, due to the growing national concern with rising
health care costs, the amount the government and other third party payors
reimburse for individual health care procedures could be reduced. Changes in
third party reimbursement policies, especially if such changes limit
reimbursement for outpatient services (the type of services generally provided
by the Company's medical lessees), could adversely affect the Company.
Competition
The Company competes with finance affiliates of equipment manufacturers
which sell products leased by the Company, banks and other leasing and finance
companies. Many of these organizations have greater financial and other
resources than the Company and as a consequence may be able to obtain funds on
terms more favorable than those available to the Company. Some of these
competitors may provide financing which is less expensive than leasing from the
Company.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits Filed with Form 10-Q
10.36 Severance Agreement, dated August 27, 1997, between
the Registrant, General Electric Capital Corporation, and
Larry S. Grossman.
10.37 Severance Agreement, dated August 27, 1997, between the
Registrant, General Electric Capital Corporation, and
Michael J. Heyman.
(b) Reports on Form 8-K
During the first quarter of fiscal 1998, the Company filed one
current report on Form 8-K dated September 10, 1997, containing no
financial statements but describing, under Item 5, the agreement to
sell substantially all of its assets to General Electric Capital
Corporation and included a copy of the related press release as an
exhibit under Item 7.
<PAGE>
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 thereunto duly authorized.
TRANS LEASING INTERNATIONAL, INC.
(Registrant)
DATE: November 12,1997 /s/LARRY S. GROSSMAN
Larry S. Grossman
Chief Executive Officer,
Chairman of the Board of Directors
DATE: November 12,1997 /s/MICHAEL J. HEYMAN
Michael J. Heyman
President & Chief Operating Officer
DATE: November 12,1997 /s/JOSEPH RABITO
Joseph Rabito
Executive Vice President, Operations
DATE: November 12,1997 /s/STEPHEN J. HUPP
Stephen J. Hupp
Vice President, Finance
(Principal Accounting and Financial
Officer)
<PAGE>
Exhibit Index
Exhibit No. Description of Exhibit Page No.
10.36 Severance Agreement, dated August 27, 1997,
between the Registrant, General Electric Capital
Corporation, and Larry S. Grossman. 16
10.37 Severance Agreement, dated August 27, 1997,
between the Registrant, General Electric Capital
Corporation, and Michael J. Heyman. 24
AGREEMENT
AGREEMENT (the "Agreement") made this 27th day of August, 1997,
among Trans Leasing International, Inc., a Delaware corporation ("Trans
Leasing"), General Electric Capital Corporation, a New York corporation (the
"Company") and Larry S. Grossman.
WHEREAS, Mr. Grossman is currently the Chairman and Chief Executive
Officer of Trans Leasing, and is a party to a Severance Agreement with Trans
Leasing, dated October 31, 1996 (the "Severance Agreement");
WHEREAS, simultaneously herewith, the Company is executing and
delivering an Asset Purchase Agreement, dated as of August 27, 1997, by and
between the Company, Trans Leasing and certain subsidiaries of Trans Leasing
(the "Asset Purchase Agreement");
WHEREAS, Mr. Grossman desires to receive from Trans Leasing, and
Trans Leasing desires to pay to Grossman, certain amounts in respect of certain
of their rights and obligations under the Severance Agreement;
WHEREAS, Mr. Grossman desires to release the Company from any and
all claims he may have against the Company arising out of his employment by
Trans Leasing;
WHEREAS, the Company desires to ensure that Mr. Grossman will not
directly or indirectly engage in competition with the Company subsequent to the
Closing (as defined in the Asset Purchase Agreement); and
WHEREAS, Mr. Grossman is willing not to compete with the Company,
on the terms and conditions provided herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties contained herein, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Settlement Payment. On the Closing Date (as defined in the Asset
Purchase Agreement), in full satisfaction of its obligations to Mr. Grossman to
make severance payments and provide outplacement services pursuant to Section 3
of the Severance Agreement, Trans Leasing shall pay Four Hundred and Forty
Thousand Dollars ($440,000) to Mr. Grossman.
<PAGE>
2. Release.
(a) In consideration of the payments to be made to him
pursuant to Section 3 hereof, which Mr. Grossman acknowledges the Company is not
obligated to pay, Mr. Grossman agrees on behalf of himself and his heirs and
representatives to release the Company and all of its affiliates, predecessors,
successors, employees, officers and directors (collectively, the "Released
Parties") from all claims or demands, whether known or unknown, which Mr.
Grossman has or may have, including all claims for costs, expenses, and
attorneys' fees, arising out of any acts or omissions occurring prior to or
simultaneous with the Closing Date related to Mr. Grossman's employment with
Trans Leasing or any of its affiliates or termination from employment with Trans
Leasing. Mr. Grossman understands that this Section 2 is a full, final and
complete settlement and release of all his claims against the Released Parties,
including, but not limited to, any claims or rights Mr. Grossman may have for
breach of contract (including pursuant to the Severance Agreement), wrongful
discharge, discrimination, misrepresentation, defamation, promissory estoppel,
violation of privacy, breach of covenant of good faith and fair dealing, for
claims under the Employment Retirement Income Security Act of 1974, Title VII of
the Civil Rights Act of 1964, 42 U.S.C. ss. 2000e, et. seq., the Age
Discrimination in Employment Act of 1967, 29 U.S.C. 626, the Americans with
Disabilities Act, 42 U.S.C. ss. 12101, et. seq., the Family and Medical Leave
Act and any other federal, state, or local laws and regulations governing
employment.
(b) If Mr. Grossman breaches his promise under Section 2(a),
and initiates a claim based on claims that he has released, Mr. Grossman will
pay for all costs incurred by the Company and its affiliates, or by the
directors, officers, or employees of the Company and its affiliates, including
reasonable attorneys' fees, in defending against Mr.
Grossman's claim.
(c) By entering into this Agreement, the Company does not
admit that Mr. Grossman has any claims against the Company or any of its
affiliates.
(d) The release set forth in this Section 2 does not waive or
release any rights or claims that Mr. Grossman may have which arise after the
Closing Date.
(e) Mr. Grossman understands that he has been given a period
of 21 days to review and consider the release set forth in this Section 2 before
signing this Agreement. Mr. Grossman further understands that he may use as much
or as little of this 21 day period as he wishes prior to signing this Agreement.
Mr. Grossman also acknowledges he has been advised by the Company to seek legal
counsel prior to executing this Agreement (which includes the release set forth
in Section 2(a)).
3. Covenants Fee. As compensation for the release set forth in
Section 2 and the covenants set forth in Section 4, for so long as he is not in
violation of any of such covenants, the Company shall pay to Mr. Grossman Four
Hundred Sixty Five Thousand Nine Hundred and Forty Seven dollars ($465,947) on
each of the first seven anniversaries of the Closing Date.
4. Covenants.
(a) Non-Competition. During the seven year period following
the Closing Date (the "Term"), Mr. Grossman shall not, directly or indirectly,
without the prior written consent of the Company, own, manage, operate, join,
control, be employed by or participate in the ownership, management, operation
or control of, or be connected with (as a stockholder, partner, or otherwise),
any business, individual, partner, firm, corporation, or other entity that is
engaged in the equipment leasing business; provided, however, that the
"beneficial ownership" by Mr. Grossman, either individually or as a member of a
"group," as such terms are used in Rule 13d of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
not more than five percent (5%) of the voting stock of any publicly held
corporation shall not be a violation of this covenant.
(b) Nonsolicitation. During the Term, Mr. Grossman shall not
directly or indirectly through another entity (i) induce or attempt to induce
any employee of the Company or any of its subsidiaries (including any former
employee of Trans Leasing or any of its subsidiaries) to leave the employ of the
Company or such subsidiary, or in any way interfere with the relationship
between the Company or any such subsidiary and any employee thereof, (ii) hire
any person who was an employee of the Company or any of its subsidiaries at any
time during the Term if such hiring would be within 12 months after such person
ceased to be such an employee or (iii) induce or attempt to induce any customer,
supplier, licensee, licensor, franchisee or other business relation of the
Company or any of its subsidiaries to cease doing business with the Company or
such subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or any
subsidiary (including, without limitation, making any negative statements or
communications about the Company or any of its subsidiaries).
(c) Confidential Information. Mr. Grossman agrees and
understands that in Mr. Grossman's position with Trans Leasing, Mr. Grossman has
been exposed to and has received information relating to the confidential
affairs of the business which is being acquired by the Company, including but
not limited to technical information, business and marketing plans, strategies,
customer information, other information concerning products, promotions,
development, financing, expansion plans, business policies and practices, and
other forms of information which are considered confidential and in the nature
of trade secrets. Mr. Grossman agrees that during the Term and thereafter, he
will keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior
written consent of the Company except (i) with respect to confidential
information that becomes publicly available other than by a breach of this
Section 4 by Mr. Grossman, or (ii) when required to do so by a court of law, by
any governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order him to divulge, disclose or make
accessible such information. If Mr. Grossman is so required to disclose any such
confidential information, he shall use his reasonable efforts to provide advance
notice thereof to the Company. This confidentiality covenant has no temporal,
geographical or territorial restriction.
(d) Remedies. Mr. Grossman agrees that any breach of the terms
of this Section 4 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; Mr. Grossman
therefore agrees that in the event of said breach or any threat of breach, the
Company shall be entitled to an immediate injunction and restraining order to
prevent such breach and/or threatened breach and/or continued breach by Mr.
Grossman and/or any and all persons and/or entities acting for and/or with Mr.
Grossman, without having to prove damages, and to all costs and expenses,
including reasonable attorneys' fees and costs, in addition to any other
remedies to which the Company may be entitled at law or in equity. The terms of
this Section 4(d) shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including but not
limited to the recovery of damages from Mr. Grossman. Mr. Grossman and the
Company further agree that the provisions of the covenant not to compete are
reasonable. Should a court determine, however, that any provision of the
covenant not to compete is unreasonable, either in period of time, geographical
area, or otherwise, the parties hereto agree that the covenant should be
interpreted and enforced to the maximum extent which such court or arbitrator
deems reasonable.
The existence of any claim or cause of action by Mr. Grossman
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements of this Section 4.
(e) Taxes. The Company and Mr. Grossman each agree that they
will pay all taxes, if any, upon it or him, respectively, with respect to the
payments to be made hereunder.
5. Successors; Assignment; Binding Agreement.
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. The Company may, without the approval of Mr. Grossman, assign
any or all of its rights, interests and obligations hereunder to one or more of
its Affiliates (as defined in the Asset Purchase Agreement) and upon any such
assignment the Company shall be released of its obligations hereunder as long as
in connection with such assignment the Company unconditionally guarantees all of
the assignee's obligations hereunder. As used in this Agreement, "Company" shall
mean the Company as herein before defined and any successor or assignee to its
business and/or assets.
(b) This Agreement and all rights of Mr. Grossman hereunder
shall inure to the benefit of and be enforceable by Mr. Grossman's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Mr. Grossman should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid or provided in
accordance with the terms of this Agreement to Mr. Grossman's devisees,
legatees, or other designees or, if there be no such designee, to Mr. Grossman's
estate.
6. Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to Mr. Grossman:
1625 Tall Tree Lane
Deerfield, IL 60015
If to the Company:
General Electric Capital Corporation - VFS
55 Federal Road
Danbury, Connecticut 06810
Attention: General Counsel
If to Trans Leasing:
Trans Leasing International, Inc.
3000 Dundee Road
Northbrook, Illinois 60062
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
7. Modification of Agreement; Governing Law; Venue. No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Mr. Grossman and
such officer of the Company as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party, shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York without regard to its conflicts of law principles.
Notwithstanding the foregoing, each of the parties hereto irrevocably and
unconditionally (a) agrees that any suit arising out of this Agreement may be
brought and adjudicated in the U.S. District Court for the Northern District of
Illinois located in Chicago, Illinois, or, if such court will not accept
jurisdiction, in any court of competent civil jurisdiction sitting in Chicago,
Illinois, (b) submits to the non-exclusive jurisdiction of any such court for
the purposes of any such suit and (c) waives and agrees not to assert by way of
motion, as a defense or otherwise in any such suit, any claim that it is not
subject to the jurisdiction of the above courts, that such suit is brought in an
inconvenient forum or that the venue of such suit is improper. Each of the
parties hereto also irrevocably and unconditionally consents to the service of
any process, pleadings, notices or other papers in a manner permitted by the
notice provisions hereof.
8. Validity. The validity or enforceability of any provision or
provisions of this Agreement shall not be affected by the invalidity or
unenforceability of any other provision of this Agreement, and such valid and
enforceable provisions shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
10. Entire Agreement. This Agreement sets forth the entire agreement
of the parties hereto with respect to the matters contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ROBERT R. LUTON
Name: Robert R. Luton
Title: Attorney-In-Fact
TRANS LEASING INTERNATIONAL, INC.
By: /S/MICHAEL J. HEYMAN
Name: Michael J. Hayman
Title: President & COO
/S/LARRY S. GROSMAN
LARRY S. GROSSMAN
AGREEMENT
AGREEMENT (the "Agreement") made this 27th day of August, 1997,
among Trans Leasing International, Inc., a Delaware corporation ("Trans
Leasing"), General Electric Capital Corporation, a New York corporation (the
"Company") and Michael J. Heyman.
WHEREAS, Mr. Heyman is currently the Chairman and Chief Executive
Officer of Trans Leasing, and is a party to a Severance Agreement with Trans
Leasing, dated October 24, 1996 (the "Severance Agreement");
WHEREAS, simultaneously herewith, the Company is executing and
delivering an Asset Purchase Agreement, dated as of August 27, 1997, by and
between the Company, Trans Leasing and certain subsidiaries of Trans Leasing
(the "Asset Purchase Agreement");
WHEREAS, Mr. Heyman desires to receive from Trans Leasing, and Trans
Leasing desires to pay to Heyman, certain amounts in respect of certain of their
rights and obligations under the Severance Agreement;
WHEREAS, Mr. Heyman desires to release the Company from any and
all claims he may have against the Company arising out of his employment by
Trans Leasing;
WHEREAS, the Company desires to ensure that Mr. Heyman will not
directly or indirectly engage in competition with the Company subsequent to the
Closing (as defined in the Asset Purchase Agreement); and
WHEREAS, Mr. Heyman is willing not to compete with the Company,
on the terms and conditions provided herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties contained herein, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Settlement Payment. On the Closing Date (as defined in the Asset
Purchase Agreement), in full satisfaction of its obligations to Mr. Heyman to
make severance payments and provide outplacement services pursuant to Section 3
of the Severance Agreement, Trans Leasing shall pay Six Hundred and Sixty
FiveThousand Dollars ($665,000) to Mr. Heyman.
<PAGE>
2. Release.
(a) In consideration of the payments to be made to him
pursuant to Section 3 hereof, which Mr. Heyman acknowledges the Company is not
obligated to pay, Mr. Heyman agrees on behalf of himself and his heirs and
representatives to release the Company and all of its affiliates, predecessors,
successors, employees, officers and directors (collectively, the "Released
Parties") from all claims or demands, whether known or unknown, which Mr. Heyman
has or may have, including all claims for costs, expenses, and attorneys' fees,
arising out of any acts or omissions occurring prior to or simultaneous with the
Closing Date related to Mr. Heyman's employment with Trans Leasing or any of its
affiliates or termination from employment with Trans Leasing. Mr. Heyman
understands that this Section 2 is a full, final and complete settlement and
release of all his claims against the Released Parties, including, but not
limited to, any claims or rights Mr. Heyman may have for breach of contract
(including pursuant to the Severance Agreement), wrongful discharge,
discrimination, misrepresentation, defamation, promissory estoppel, violation of
privacy, breach of covenant of good faith and fair dealing, for claims under the
Employment Retirement Income Security Act of 1974, Title VII of the Civil Rights
Act of 1964, 42 U.S.C. ss. 2000e, et. seq., the Age Discrimination in Employment
Act of 1967, 29 U.S.C. 626, the Americans with Disabilities Act, 42 U.S.C. ss.
12101, et. seq., the Family and Medical Leave Act and any other federal, state,
or local laws and regulations governing employment.
(b) If Mr. Heyman breaches his promise under Section 2(a), and
initiates a claim based on claims that he has released, Mr. Heyman will pay for
all costs incurred by the Company and its affiliates, or by the directors,
officers, or employees of the Company and its affiliates, including reasonable
attorneys' fees, in defending against Mr. Heyman's claim.
(c) By entering into this Agreement, the Company does not
admit that Mr. Heyman has any claims against the Company or any of its
affiliates.
(d) The release set forth in this Section 2 does not waive or
release any rights or claims that Mr. Heyman may have which arise after the
Closing Date.
(e) Mr. Heyman understands that he has been given a period of
21 days to review and consider the release set forth in this Section 2 before
signing this Agreement. Mr. Heyman further understands that he may use as much
or as little of this 21 day period as he wishes prior to signing this Agreement.
Mr. Heyman also acknowledges he has been advised by the Company to seek legal
counsel prior to executing this Agreement (which includes the release set forth
in Section 2(a)).
3. Covenants Fee. As compensation for the release set forth in
Section 2 and the covenants set forth in Section 4, for so long as he is not in
violation of any of such covenants, the Company shall pay to Mr. Heyman Sixty
Thousand Nine Hundred and Seventy Three dollars ($60,973) on each of the first
seven anniversaries of the Closing Date.
4. Covenants.
(a) Non-Competition. During the seven year period following
the Closing Date (the "Term"), Mr. Heyman shall not, directly or indirectly,
without the prior written consent of the Company, own, manage, operate, join,
control, be employed by or participate in the ownership, management, operation
or control of, or be connected with (as a stockholder, partner, or otherwise),
any business, individual, partner, firm, corporation, or other entity that is
engaged in the equipment leasing business; provided, however, that the
"beneficial ownership" by Mr. Heyman, either individually or as a member of a
"group," as such terms are used in Rule 13d of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
not more than five percent (5%) of the voting stock of any publicly held
corporation shall not be a violation of this covenant.
(b) Nonsolicitation. During the Term, Mr. Heyman shall not
directly or indirectly through another entity (i) induce or attempt to induce
any employee of the Company or any of its subsidiaries (including any former
employee of Trans Leasing or any of its subsidiaries) to leave the employ of the
Company or such subsidiary, or in any way interfere with the relationship
between the Company or any such subsidiary and any employee thereof, (ii) hire
any person who was an employee of the Company or any of its subsidiaries at any
time during the Term if such hiring would be within 12 months after such person
ceased to be such an employee or (iii) induce or attempt to induce any customer,
supplier, licensee, licensor, franchisee or other business relation of the
Company or any of its subsidiaries to cease doing business with the Company or
such subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or any
subsidiary (including, without limitation, making any negative statements or
communications about the Company or any of its subsidiaries).
(c) Confidential Information. Mr. Heyman agrees and
understands that in Mr. Heyman's position with Trans Leasing, Mr. Heyman has
been exposed to and has received information relating to the confidential
affairs of the business which is being acquired by the Company, including but
not limited to technical information, business and marketing plans, strategies,
customer information, other information concerning products, promotions,
development, financing, expansion plans, business policies and practices, and
other forms of information which are considered confidential and in the nature
of trade secrets. Mr. Heyman agrees that during the Term and thereafter, he will
keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior
written consent of the Company except (i) with respect to confidential
information that becomes publicly available other than by a breach of this
Section 4 by Mr. Heyman, or (ii) when required to do so by a court of law, by
any governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order him to divulge, disclose or make
accessible such information. If Mr. Heyman is so required to disclose any such
confidential information, he shall use his reasonable efforts to provide advance
notice thereof to the Company. This confidentiality covenant has no temporal,
geographical or territorial restriction.
(d) Remedies. Mr. Heyman agrees that any breach of the terms
of this Section 4 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; Mr. Heyman therefore
agrees that in the event of said breach or any threat of breach, the Company
shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by Mr. Heyman
and/or any and all persons and/or entities acting for and/or with Mr. Heyman,
without having to prove damages, and to all costs and expenses, including
reasonable attorneys' fees and costs, in addition to any other remedies to which
the Company may be entitled at law or in equity. The terms of this Section 4(d)
shall not prevent the Company from pursuing any other available remedies for any
breach or threatened breach hereof, including but not limited to the recovery of
damages from Mr. Heyman. Mr. Heyman and the Company further agree that the
provisions of the covenant not to compete are reasonable. Should a court
determine, however, that any provision of the covenant not to compete is
unreasonable, either in period of time, geographical area, or otherwise, the
parties hereto agree that the covenant should be interpreted and enforced to the
maximum extent which such court or arbitrator deems reasonable.
The existence of any claim or cause of action by Mr. Heyman against
the Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of the covenants and
agreements of this Section 4.
(e) Taxes. The Company and Mr. Heyman each agree that they
will pay all taxes, if any, upon it or him, respectively, with respect to the
payments to be made hereunder.
5. Successors; Assignment; Binding Agreement.
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. The Company may, without the approval of Mr. Heyman, assign any
or all of its rights, interests and obligations hereunder to one or more of its
Affiliates (as defined in the Asset Purchase Agreement) and upon any such
assignment the Company shall be released of its obligations hereunder as long as
in connection with such assignment the Company unconditionally guarantees all of
the assignee's obligations hereunder. As used in this Agreement, "Company" shall
mean the Company as herein before defined and any successor or assignee to its
business and/or assets.
(b) This Agreement and all rights of Mr. Heyman hereunder
shall inure to the benefit of and be enforceable by Mr. Heyman's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Mr. Heyman should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid or provided in
accordance with the terms of this Agreement to Mr. Heyman's devisees, legatees,
or other designees or, if there be no such designee, to Mr.
Heyman's estate.
6. Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to Mr. Heyman:
803 Greenleaf Avenue
Glencoe, IL 60022
If to the Company:
General Electric Capital Corporation - VFS
55 Federal Road
Danbury, Connecticut 06810
Attention: General Counsel
If to Trans Leasing:
Trans Leasing International, Inc.
3000 Dundee Road
Northbrook, Illinois 60062
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
7. Modification of Agreement; Governing Law; Venue. No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Mr. Heyman and
such officer of the Company as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party, shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York without regard to its conflicts of law principles.
Notwithstanding the foregoing, each of the parties hereto irrevocably and
unconditionally (a) agrees that any suit arising out of this Agreement may be
brought and adjudicated in the U.S. District Court for the Northern District of
Illinois located in Chicago, Illinois, or, if such court will not accept
jurisdiction, in any court of competent civil jurisdiction sitting in Chicago,
Illinois, (b) submits to the non-exclusive jurisdiction of any such court for
the purposes of any such suit and (c) waives and agrees not to assert by way of
motion, as a defense or otherwise in any such suit, any claim that it is not
subject to the jurisdiction of the above courts, that such suit is brought in an
inconvenient forum or that the venue of such suit is improper. Each of the
parties hereto also irrevocably and unconditionally consents to the service of
any process, pleadings, notices or other papers in a manner permitted by the
notice provisions hereof.
8. Validity. The validity or enforceability of any provision or
provisions of this Agreement shall not be affected by the invalidity or
unenforceability of any other provision of this Agreement, and such valid and
enforceable provisions shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
10. Entire Agreement. This Agreement sets forth the entire agreement
of the parties hereto with respect to the matters contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ROBERT R. LUTON
Name: Robert R. Luton
Title: Attorney-In-Fact
TRANS LEASING INTERNATIONAL, INC.
By: /S/LARRY S. GROSSMAN
Name: Larry S. Grossman
Title: Chief Executive Officer
/S/MICHAEL J. HEYMAN
MICHAEL J. HEYMAN
TRANS LEASING INTERNATIONAL, INC.
EARNINGS PER SHARE COMPUTATION
(Amounts in thousands, except per share data)
EXHIBIT 11.1
<TABLE>
<CAPTION>
Three months ended September 30,
1997 1996
<S> <C> <C>
Net earnings $ 401 $ 717
Shares:
Weighted average shares 4,290 4,043
outstanding
Primary 4,290 4,043
Fully diluted 4,356 4,189
Earnings per share based on:
Weighted average shares $ .09 $ 0.18
outstanding
Primary $ .09 $ 0.18
Fully diluted $ .09 $ 0.17
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 2,428
<SECURITIES> 0
<RECEIVABLES> 343,146
<ALLOWANCES> 10,831
<INVENTORY> 0
<CURRENT-ASSETS> 296,906
<PP&E> 19,678
<DEPRECIATION> 690
<TOTAL-ASSETS> 315,884
<CURRENT-LIABILITIES> 8,378
<BONDS> 272,030
0
0
<COMMON> 48
<OTHER-SE> 30,517
<TOTAL-LIABILITY-AND-EQUITY> 315,884
<SALES> 11,448
<TOTAL-REVENUES> 11,448
<CGS> 0
<TOTAL-COSTS> 4,518
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,565
<INTEREST-EXPENSE> 4,716
<INCOME-PRETAX> 649
<INCOME-TAX> 248
<INCOME-CONTINUING> 401
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 401
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
