<PAGE> 1
As filed with the Securities and Exchange Commission on October 18, 1995.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
GREYHOUND LINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 86-0572343
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
MARK E. SOUTHERST
15110 N. DALLAS PARKWAY, SUITE 600 15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248 DALLAS, TEXAS 75248
(214) 789-7000
(Address, Including Zip Code, of Registrant's (Name, Address, Including Zip Code, and
Principal Executive Offices) Telephone Number, Including Area Code, of
Agent for Service)
</TABLE>
GREYHOUND LINES, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
GREYHOUND LINES, INC. 1995 LONG TERM STOCK INCENTIVE PLAN
GREYHOUND LINES, INC. 1995 DIRECTORS' STOCK INCENTIVE PLAN
THE CHARLES A. LYNCH STOCK OPTION PLAN
THE ROBERT B. GILL STOCK OPTION PLAN
THE THOMAS F. MEAGHER STOCK OPTION PLAN
(Full Title of the Plans)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered (1) Per Share (2) Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value (3) 4,575,810 Shares $ 3.6799 $ 16,838,318 $ 5,810
========================================================================================================================
</TABLE>
(1) Shares of common stock, $.01 par value per share ("Common Stock"), of
Greyhound Lines, Inc. (the "Company") being registered hereby relate
to the following plans: (1) the Greyhound Lines, Inc. 1993
Non-Employee Director Stock Option Plan (200,000 shares) (2) the
Greyhound Lines, Inc. 1995 Long Term Stock Incentive Plan (4,000,000
shares), (3) the Greyhound Lines, Inc. 1995 Directors' Stock Incentive
Plan (300,000 shares), (4) the Charles A. Lynch Stock Option Plan
(50,810 shares), (5) the Robert B. Gill Stock Option Plan (15,000
shares), and (6) the Thomas F. Meagher Stock Option Plan (10,000
shares) (collectively, the "Plans"). Pursuant to Rule 416(a)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), there is also being registered an indeterminate
amount of additional shares of Common Stock as may become issuable as
a result of stock splits, stock dividends or similar transactions.
(2) In accordance with section (h)(1) of Rule 457 promulgated under the
Securities Act, calculated on the basis of (i) the aggregate exercise
price of options to purchase up to 2,207,286 shares of Common Stock
previously issued and outstanding under the Plans and (ii) the average
of the high and low price of the Common Stock as reported on the
American Stock Exchange on October 16, 1995 for options to purchase up
to 2,368,524 shares of Common Stock available to be granted under the
Plans.
(3) Including associated Rights to purchase Series A Junior Preferred
Stock of the Company.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-10841), as amended by Form 10-K/A;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (a) above; and
(c) The description of the Company's Common Stock, contained in
the Company's Registration Statement on Form 10 filed August 23, 1991, as
amended by Form 8, Amendment No. 6 (File No. 1-10841) filed under Section 12(g)
of the Exchange Act on April 14, 1993, and Form 8-K filed March 30, 1994
including any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock upon exercise of
options granted under the Plans has been passed upon for the Company by Mark E.
Southerst, Vice President, General Counsel and Secretary of the Company. As of
October 16, 1995, Mr. Southerst beneficially owned 4,499.95 shares of Common
Stock of the Company, including 3,000 shares of Common Stock subject to options
exercisable within 60 days of the date hereof.
ITEM 6. 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 any liability and 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.
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 such director, officer or controlling person in
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<PAGE> 4
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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)
4.7 - Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option
Plan.(5)
4.8 - First Amendment to the Greyhound Lines, Inc. 1993 Non-Employee
Director Stock Option Plan.(6)
4.9 - Second Amendment to the Greyhound Lines, Inc. 1993
Non-Employee Director Stock Option Plan.(7)
4.10 - Greyhound Lines, Inc. 1995 Long-Term Stock Incentive Plan.(8)
4.11 - Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan.(8)
4.12 - The Charles A. Lynch Stock Option Plan.(9)
II-3
<PAGE> 5
4.13 - The Robert B. Gill Stock Option Plan.(9)
4.14 - The Thomas F. Meagher Stock Option Plan.(9)
5.1 - Opinion of Mark E. Southerst, Vice President and General
Counsel to the Company regarding the validity of the Common
Stock registered hereby.(9)
23.1 - Consent of Mark E. Southerst, Vice President and General
Counsel to the Company (included in Exhibit 5.1).
23.2 - Consent of Arthur Andersen LLP.(9)
24.1 - Power of Attorney (included on the Signature Page in Part II
of this Registration Statement).
___________________
(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 on Form
10-Q for the quarter ended June 30, 1994.
(5) Incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
(6) Incorporated by referenced from the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
(7) Incorporated by referenced from the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.
(8) Incorporated by referenced from the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995.
(9) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) 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:
II-4
<PAGE> 6
(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;
(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;
Notwithstanding the foregoing, the Company is not
required to provide the information described in
(a)(1)(i) and (a)(1)(ii) above if such information is
contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated in this
Registration Statement by reference.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
(c) See Item 6.
[The remainder of this page is intentionally left blank.]
II-5
<PAGE> 7
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 29th day of
September, 1995.
GREYHOUND LINES, INC.
By: /s/ STEVEN L. KORBY
-----------------------------------------
Steven L. Korby
Executive Vice President, Chief Financial
Officer and Treasurer
Each person whose signature to this Registration Statement appears
below hereby appoints Craig R. Lentzsch, Steven L. Korby and Mark E. Southerst,
and each of them, any one of whom may act without the joinder of the other, as
his agent and attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all post- effective amendments to this
Registration Statement, which amendments may make such changes in and additions
to this Registration Statement as such agent and attorney-in-fact may deem
necessary or appropriate.
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/ THOMAS G. PLASKETT Chairman of the Board and Director September 29, 1995
----------------------------------------------
Thomas G. Plaskett
/s/ CRAIG R. LENTZSCH Director, President and Chief September 29, 1995
---------------------------------------------- Executive Officer (Principal
Craig R. Lentzsch Executive Officer)
/S/ STEVEN L. KORBY Executive Vice President, Chief September 29, 1995
---------------------------------------------- Financial Officer and Treasurer
Steven L. Korby (Principal Financial and Accounting
Officer)
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ RICHARD J. CALEY Director September 29, 1995
----------------------------------------------
Richard J. Caley
/s/ ALFRED E. OSBORNE, JR. Director September 29, 1995
----------------------------------------------
Alfred E. Osborne, Jr.
/s/ HERBERT ABRAMSON Director September 29, 1995
----------------------------------------------
Herbert Abramson
/s/ FRANK L. NAGEOTTE Director September 29, 1995
----------------------------------------------
Frank L. Nageotte
/s/ STEPHEN M. PECK Director September 29, 1995
----------------------------------------------
Stephen M. Peck
/s/ ERNEST P. WERLIN Director September 29, 1995
----------------------------------------------
Ernest P. Werlin
</TABLE>
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of Greyhound Lines, Inc.
4.2 Restated Bylaws of Greyhound Lines, Inc.
4.3 Article Fourth of the Restated Certificate of Incorporation of
the Company relating to its capital stock.
4.4 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company amending Article Four thereof.
4.5 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company amending Article Eight thereof.
4.6 Certificate of Designation of Series A Junior Preferred Stock
of the Company.
4.7 Greyhound Lines, Inc. 1993 Non-Employee Director Stock
Option Plan.
4.8 First Amendment to the Greyhound Lines, Inc. 1993 Non-Employee
Director Stock Option Plan
4.9 Second Amendment to the Greyhound Lines, Inc. 1993
Non-Employee Director Stock Option Plan
4.10 Greyhound Lines, Inc. 1995 Long-Term Stock Incentive Plan.
4.11 Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan.
4.12 The Charles A. Lynch Stock Option Plan.
4.13 The Robert B. Gill Stock Option Plan.
4.14 The Thomas F. Meagher Stock Option Plan.
5.1 Opinion of Mark F. Southerst, Vice President and General
Counsel to the Company regarding the validity of the
Common Stock registered hereby.
23.1 Consent of Mark F. Southerst, Vice President and General
Counsel to the Company (included in Exhibit 5.1.)
</TABLE>
<PAGE> 10
<TABLE>
<S> <C>
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the Signature Page in Part II
of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.12
Direct Dial:(214)789-7407 Telecopier:(214)789-740312
May 16, 1995
Mr. Charles A. Lynch
Fresh Choice Restaurants
2901 Tasman Drive, Ste 109
Santa Clara, CA 95054-1169
Re: Grant of Non-Qualified Stock Option
Dear Charlie:
1. The Grant
Greyhound Lines, Inc. (the "Company") hereby grants to you,
effective as of April 18, 1995 (the "Grant Date"), in recognition of your prior
service to the Company, the right and option to purchase (the "Option") an
aggregate of 50,810 shares of Common Stock of the Company (the "Option Shares")
at a price of $3.16 per share (the "Exercise Price"), in accordance with the
terms of, and subject to the limitations set forth in this Option Agreement.
The Option is not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Vesting and Exercise
(a) The Option shall vest immediately on the Grant Date
and may be exercised beginning April 18, 1995 and ending April 18, 2000.
(b) No Option may be exercised later than April 18, 2000.
In no event shall you exercise the Option for a fraction of an Option Share.
The unexercised portion of the Option, if any, will automatically, and without
notice, terminate and become null and void on April 19, 2000.
(c) Any exercise by you of the Option shall be in writing
addressed to the Corporate Secretary of the Company at its principal place of
business (a copy of the form of exercise to be used will be available upon
written request to the Secretary), and
<PAGE> 2
Mr. Charles A. Lynch
October 18, 1995
Page Two
shall be accompanied by a certified or bank check to the order of the Company
in the full amount of the Exercise Price of the shares so purchased.
(d) If you shall die prior to April 18, 2000, your estate
may, until the earlier of (x) six (6) months after the date of death or (y)
until April 18, 2000, exercise the Option with respect to all or any part of
the Option Shares.
3. Transferability
The Option is not transferable by you otherwise than by will
or the laws of descent and distribution and is exercisable, during your
lifetime, only by you. The Option may not be assigned, transferred (except by
will or the laws of descent and distribution), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar proceeding. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary to
the provisions hereof or of the Plan, and the levy of any attachment or similar
proceeding upon the Option, shall be null and void and without effect.
4. Registration
Unless there is in effect a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance of the Option Shares (and, if required, there is available for
delivery a prospectus meeting the requirements of Section 10(a)(3) of the
Securities Act), you will, upon the exercise of the Option (i) represent and
warrant in writing to the Corporate Secretary of the Company that the Option
Shares then being purchased by you pursuant to the Option are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledge and confirm that the Option Shares purchased may not be sold
unless registered for sale under the Securities Act or pursuant to an exemption
from such registration and (iii) agree that the certificates evidencing such
Option Shares shall bear a legend to the effect of the foregoing.
5. Withholding Taxes
By your acceptance hereof, you agree that (i) in the case of
issuance of Option Shares hereunder, the Company as a condition of such
issuance may require the payment (through withholding from any payment
otherwise due you from the Company or any parent corporation or subsidiary
corporation of the Company, reduction of the number of Option Shares to be
issued hereunder, or otherwise) of any federal, state, local or foreign taxes
required by law to be withheld with respect to such issuance and (ii) the
Company shall
<PAGE> 3
Mr. Charles A. Lynch
October 18, 1995
Page Three
have the right to establish such other procedures as it may determine in its
sole discretion with respect to such issuances.
Please indicate your acceptance of all the terms and conditions of the
Option by signing and returning a copy of this Option Agreement.
Very truly yours,
GREYHOUND LINES, INC.
BY:
-----------------------------------
CRAIG R. LENTZSCH
ACCEPTED:
- ------------------------------
Signature of Optionee
- ------------------------------
Name of Optionee - Please Print
Date:
-------------------------
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<PAGE> 1
EXHIBIT 4.13
Direct Dial:(214)789-7407 Telecopier:(214)789-740312
May 18, 1995
Mr. Robert B. Gill
P.O. Box 552
New Vernon, NJ 07976
Re: Grant of Non-Qualified Stock Option
Dear Bob:
1. The Grant
Greyhound Lines, Inc. (the "Company") hereby grants to you,
effective as of January 24, 1995 (the "Grant Date"), in recognition of your
prior service to the Company, the right and option to purchase (the "Option")
an aggregate of 15,000 shares of Common Stock of the Company (the "Option
Shares") at a price of $1.66 per share (the "Exercise Price"), in accordance
with the terms of, and subject to the limitations set forth in this Option
Agreement. The Option is not intended to be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Vesting and Exercise
(a) The Option shall vest immediately on the Grant Date
and may be exercised beginning January 24, 1995 and ending January 24, 2000.
(b) No Option may be exercised later than January 24,
2000. In no event shall you exercise the Option for a fraction of an Option
Share. The unexercised portion of the Option, if any, will automatically, and
without notice, terminate and become null and void on January 25, 2000.
(c) Any exercise by you of the Option shall be in writing
addressed to the Corporate Secretary of the Company at its principal place of
business (a copy of the form of exercise to be used will be available upon
written request to the Secretary), and shall be accompanied by a certified or
bank check to the order of
<PAGE> 2
Mr. Robert B. Gill
October 18, 1995
Page Two
the Company in the full amount of the Exercise Price of the shares so
purchased.
(d) If you shall die prior to January 24, 2000, your
estate may, until the earlier of (x) six (6) months after the date of death or
(y) until January 24, 2000, exercise the Option with respect to all or any part
of the Option Shares.
3. Transferability
The Option is not transferable by you otherwise than by will
or the laws of descent and distribution and is exercisable, during your
lifetime, only by you. The Option may not be assigned, transferred (except by
will or the laws of descent and distribution), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar proceeding. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary to
the provisions hereof or of the Plan, and the levy of any attachment or similar
proceeding upon the Option, shall be null and void and without effect.
4. Registration
Unless there is in effect a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance of the Option Shares (and, if required, there is available for
delivery a prospectus meeting the requirements of Section 10(a)(3) of the
Securities Act), you will, upon the exercise of the Option (i) represent and
warrant in writing to the Corporate Secretary of the Company that the Option
Shares then being purchased by you pursuant to the Option are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledge and confirm that the Option Shares purchased may not be sold
unless registered for sale under the Securities Act or pursuant to an exemption
from such registration and (iii) agree that the certificates evidencing such
Option Shares shall bear a legend to the effect of the foregoing.
5. Withholding Taxes
By your acceptance hereof, you agree that (i) in the case of
issuance of Option Shares hereunder, the Company as a condition of such
issuance may require the payment (through withholding from any payment
otherwise due you from the Company or any parent corporation or subsidiary
corporation of the Company, reduction of the number of Option Shares to be
issued hereunder, or otherwise) of any federal, state, local or foreign taxes
required by law to be withheld with respect to such issuance and (ii) the
Company shall have the right to establish such other procedures as it may
<PAGE> 3
Mr. Robert B. Gill
October 18, 1995
Page Three
determine in its sole discretion with respect to such issuances.
Please indicate your acceptance of all the terms and conditions of the
Option by signing and returning a copy of this Option Agreement.
Very truly yours,
GREYHOUND LINES, INC.
BY:
-----------------------------------
CRAIG R. LENTZSCH
ACCEPTED:
- ------------------------------
Signature of Optionee
- ------------------------------
Name of Optionee - Please Print
Date:
-------------------------
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<PAGE> 1
EXHIBIT 4.14
Direct Dial:(214)789-7556 Telecopier:(214)387-1874
May 10, 1994
Mr. Thomas Meagher
Howell Tractor & Equipment Co., Inc.
1902 East Pratt Boulevard
Elk Grove Village, IL 60007
Re: Grant of Non-Qualified Stock Option
Dear Tom:
1. The Grant
Greyhound Lines, Inc. (the "Company") hereby grants to you,
effective as of May 10, 1994 (the "Grant Date"), in recognition of your prior
service to the Company, the right and option to purchase (the "Option") an
aggregate of 10,000 shares of Common Stock of the Company (the "Option Shares")
at a price of $10.50 per share (the "Exercise Price"), in accordance with the
terms of, and subject to the limitations set forth in this Option Agreement.
The Option is not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Vesting and Exercise
(a) The Option shall vest immediately on the Grant Date
and may be exercised beginning May 10, 1994 and ending May 10, 1999.
(b) No Option may be exercised later than May 10, 1999.
In no event shall you exercise the Option for a fraction of an Option Share.
In no event shall you exercise the Option for an Option of an Option Share.
The unexercised portion of the Option, if any, will automatically and without
notice, terminate and become null and void on May 11, 1999.
(c) Any exercise by you of the Option shall be in writing
addressed to the Corporate Secretary of the Company at its principal place of
business (a copy of the form of exercise to be used will be available upon
written request to the Secretary), and shall be accompanied by a certified or
bank check to the order of the Company in the full amount of the Exercise Price
of the shares so purchased.
<PAGE> 2
Mr. Thomas Meagher
May 10, 1994
Page Two
(i) if you shall die prior to May 10, 1999, your
estate may, until the earlier of (x) six (6) months after the date of death or
(y) until May 10, 1999, exercise the Option with respect to all or any part of
the Option Shares;
3. Transferability
The Option is not transferable by you otherwise than by will
or the laws of descent and distribution and is exercisable, during your
lifetime, only by you. The Option may not be assigned, transferred (except by
will or the laws of descent and distribution), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar proceeding. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary to
the provisions hereof or of the Plan, and the levy of any attachment or similar
proceeding upon the Option, shall be null and void and without effect.
4. Registration
Unless there is in effect a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance of the Option Shares (and, if required, there is available for
delivery a prospectus meeting the requirements of Section 10(a)(3) of the
Securities Act), you will, upon the exercise of the Option (i) represent and
warrant in writing to the Corporate Secretary of the Company that the Option
Shares then being purchased by you pursuant to the Option are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledge and confirm that the Option Shares purchased may not be sold
unless registered for sale under the Securities Act or pursuant to an exemption
from such registration and (iii) agree that the certificates evidencing such
Option Shares shall bear a legend to the effect of the foregoing.
5. Withholding Taxes
By your acceptance hereof, you agree that (i) in the case of
issuance of Option shares hereunder, the Company, as a condition of such
issuance may require the payment (through withholding from any payment
otherwise due you from the Company or any parent corporation or subsidiary
corporation of the Company, reduction of the number of Option Shares to be
issued hereunder or otherwise) of any federal, state, local or foreign taxes
required by law to be withheld with respect to such issuance and (ii) the
Company shall have
<PAGE> 3
Mr. Thomas Meagher
May 10, 1994
Page Three
the right to establish such other procedures as it may determine in its sole
discretion with respect to such issuances.
Please indicate your acceptance of all the terms and conditions of the
Option by signing and returning a copy of this Option Agreement.
Very truly yours,
GREYHOUND LINES, INC.
BY:
-----------------------------------
FRANK J. SCHMIEDER
ACCEPTED:
- -----------------------------------
Signature of Optionee
- -----------------------------------
Name of Optionee - Please Print
Date:
------------------------------
<PAGE> 1
EXHIBIT 5.1
[GREYHOUND LINES, INC. LETTERHEAD]
October 18, 1995
Greyhound Lines, Inc.
15110 North Dallas Parkway
Suite 600
Dallas, Texas 75248
Ladies and Gentlemen:
I am the Vice President and General Counsel of Greyhound
Lines, Inc., a Delaware corporation (the "Company"), and in such capacity I am
familiar with the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to up to an aggregate of 4,575,810 shares (the "Shares") of common
stock, par value $.01 per share, of the Company. The Shares are issuable upon
exercise of options granted or available to be granted under the Greyhound
Lines, Inc. 1993 Non-Employee Director Stock Option Plan, the Greyhound Lines,
Inc. 1995 Long Term Stock Incentive Plan, the Greyhound Lines, Inc. 1995
Directors' Stock Incentive Plan, The Charles A. Lynch Stock Option Plan, The
Robert B. Gill Stock Option Plan and The Thomas F. Meagher Stock Option Plan
(collectively, the "Plans").
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Restated Certificate of
Incorporation of the Company, as amended to date, the Plans filed (or
incorporated by reference) as exhibits 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 I have deemed relevant and necessary as a basis for the
opinions hereafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me 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, I have relied upon certificates or
<PAGE> 2
Greyhound Lines, Inc.
October 18, 1995
Page 2
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, I am 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. The Shares to be issued pursuant to the Plans have
been duly authorized and, when issued and delivered
against payment therefor in accordance with the terms
of the Plans and the agreements governing the options
to purchase the Shares, will be validly issued, fully
paid and nonassessable, and free of preemptive
rights.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware, and I 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 any third party, filed with a governmental
agency, quoted or cited or otherwise referred to without my prior written
consent, except that I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. Consent also is given to the reference
to me under the caption "Item 5. Interests of Named Experts and Counsel" in
the Registration Statement.
Very truly yours,
/s/ MARK E. SOUTHERST
Mark E. Southerst
Vice President,
General Counsel and Secretary
<PAGE> 1
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.
ARTHUR ANDERSEN LLP
Dallas, Texas,
October 18, 1995
