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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1995.
REGISTRATION NO. 33-61331
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GREYHOUND LINES, INC.
(Exact Name of Company as Specified in Its Charter)
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DELAWARE 86-0572343
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
15110 N. DALLAS PARKWAY, SUITE 600 MARK E. SOUTHERST, GENERAL COUNSEL
DALLAS, TEXAS 75248 15110 NORTH DALLAS PARKWAY, SUITE 600
(214) 789-7000 DALLAS, TEXAS 75248
(Address, Including Zip Code, and (214) 789-7000
Telephone Number, (Name, Address, Including Zip Code, and
Including Area Code, of Company's Principal Telephone Number,
Executive Offices) Including Area Code, of Agent for Service)
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Copies to:
LAWRENCE D. STUART, JR. HENRY D. KAHN
WEIL, GOTSHAL & MANGES PIPER & MARBURY L.L.P.
100 CRESCENT COURT, SUITE 1300 53 WALL STREET
DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10005
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY 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.
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EXPLANATORY NOTE
This Amendment No. 2 to Registration Statement on Form S-3 of Greyhound
Lines, Inc. (No. 33-61331) has been prepared solely for the purposes of filing
certain exhibits to the Registration Statement and completing Item 14 of Part II
of the Registration Statement. Accordingly, this Amendment No. 2 consists of the
Registration Statement cover page, Part II to the Registration Statement and
exhibits to the Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable in connection with the
offering of the securities to be registered and offered hereby. All of such
expenses are estimates, other than the registration fee payable to the
Securities and Exchange Commission.
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Securities and Exchange Commission Registration Fee............................... $ 15,310
NASD Fee.......................................................................... 4,940
American Stock Exchange Additional Listing Fee.................................... 17,500
Blue Sky Fees and Expenses........................................................ 5,000
Printing and Engraving Expenses................................................... 50,000
Legal Fees and Expenses........................................................... 80,000
Accounting Fees and Expenses...................................................... 70,000
Miscellaneous..................................................................... 7,250
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TOTAL................................................................... $250,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated in Delaware. Under Section 145 of the General
Corporation Law of the State of Delaware, a Delaware corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceeding. Article Sixth of the Restated
Certificate of Incorporation of the Company provides for mandatory
indemnification of directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware. Reference is made to the
Restated Certificate of Incorporation filed as exhibit 4.1 hereto.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Seventh of the Restated Certificate of Incorporation of the
Company provides that, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, a director of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person thereof in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being registered
pursuant to this Registration Statement, the Company will, unless in the opinion
of 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.
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ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement.
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1.1 -- Form of Selling Agency Agreement.(6)
4.1 -- Restated Certificate of Incorporation of Greyhound Lines, Inc.(1)
4.2 -- Restated Bylaws of Greyhound Lines, Inc.(1)
4.3 -- Article Fourth of the Restated Certificate of Incorporation of the
Company relating to its capital stock.(2)
4.4 -- Certificate of Amendment to the Restated Certificate of Incorporation
of the Company amending Article Four thereof.(3)
4.5 -- Certificate of Amendment to the Restated Certificate of Incorporation
of the Company amending Article Eight thereof.(4)
4.6 -- Certificate of Designation of Series A Junior Preferred Stock of the
Company.(4)
5.1 -- Opinion of Weil, Gotshal & Manges.(5)
23.1 -- Consent of Weil, Gotshal & Manges. (included in Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP.(5)
24.1 -- Power of Attorney.(6)
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(1) Incorporated by reference from the Registration Statement on Form S-1 (File
Nos. 33-45060-01 and 33-45060-02) regarding the Company's 8 1/2%
Convertible Subordinated Debentures due 2007.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-3 (File No. 33-61044).
(3) Incorporated by reference from the Company's Registration Statement on Form
S-8 (File No. 33-63506) regarding the Company's 1991 and 1993 Management
Stock Option Plans.
(4) Incorporated by reference from the Company's Quarterly Report in Form 10-Q
for the quarter ended June 30, 1994.
(5) Filed herewith.
(6) Previously filed.
ITEM 17. UNDERTAKINGS.
(a) See Item 15.
(b) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
(c) For the purpose of determining any liabilities under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d) For purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 21st day of
September, 1995.
GREYHOUND LINES, INC.
By: /s/ STEVEN L. KORBY
Steven L. Korby
Executive Vice President,
Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board and September 21, 1995
Thomas G. Plaskett Director
* Director, President and September 21, 1995
Craig R. Lentzsch Chief Executive Officer
(Principal Executive
Officer)
/s/ STEVEN L. KORBY Executive Vice President, September 21, 1995
Steven L. Korby Chief Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
* Director September 21, 1995
Richard J. Caley
* Director September 21, 1995
Alfred E. Osborne, Jr.
* Director September 21, 1995
Herbert Abramson
* Director September 21, 1995
Frank L. Nageotte
* Director September 21, 1995
Stephen M. Peck
* Director September 21, 1995
Ernest P. Werlin
*By: /s/ STEVEN L. KORBY September 21, 1995
Steven L. Korby
Attorney-in-Fact
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EXHIBIT 5.1
[WEIL, GOTSHAL & MANGES LETTERHEAD]
September 20, 1995
Greyhound Lines, Inc.
15110 North Dallas Parkway, Suite 600
Dallas, Texas 75248
Ladies and Gentlemen:
We have acted as counsel to Greyhound Lines, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (No. 33-61331) (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the proposed offering of up to
10,004,144 shares of the common stock, par value $.01 per share, of the Company
(the "Common Stock"), of which up to 4,000,000 shares will be issued and sold
by the Company (the "Company Shares") and up to 6,004,144 shares will be sold
by an existing stockholder (the "Selling Stockholder") of the Company (the
"Secondary Shares"). The Secondary Shares will be sold, and the Company Shares
will be issued and sold, pursuant to a Selling Agency Agreement (the
"Agreement") to be entered into among the Company, the Selling Stockholder and
Rothschild Inc.
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Restated Certificate of
Incorporation of the Company, as amended, the form of Agreement filed as an
exhibit to the Registration Statement, and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and
have made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the
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Greyhound Lines, Inc.
September 20, 1995
Page 2
Company. We have also assumed for the purposes hereof that the Agreement will
be executed in substantially the form filed as an exhibit to the Registration
Statement.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
2. Upon adoption by the Board of Directors of the
Company or a duly authorized committee thereof of resolutions establishing the
final terms upon which the Company Shares will be issued and sold, the Company
Shares will be duly authorized and, when issued and delivered to the purchasers
thereof against payment therefor in accordance with the terms of the Agreement,
will be validly issued, fully paid and nonassessable.
3. The Secondary Shares are duly authorized, validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware, and we express no opinion as to the effect on
the matters covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those opinions
may not be used or relied upon by any other person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent,
except that we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. Consent also is given to the reference to this
firm under the caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 14,
1995, except with respect to the matters discussed in Note 20, as to which the
date is March 30, 1995, included in Greyhound Lines, Inc. s Form 10-K for the
year ended December 31, 1994, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas,
September 20, 1995
