<PAGE> 1
Filed Pursuant to Rule 424(b)(4)
Registration No. 33-61331
PROSPECTUS
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10,004,144 SHARES
LOGO GREYHOUND LINES, INC.
COMMON STOCK
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Of the 10,004,144 shares of common stock, par value $.01 per share (the
"Common Stock"), of Greyhound Lines, Inc. (the "Company") offered hereby (the
"Offering"), 4,000,000 shares are being sold by the Company and 6,004,144 shares
are being sold by the Selling Stockholder. See "Selling Stockholder." The
Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholder. The Company's Common Stock is traded on the American Stock
Exchange under the symbol "BUS." On September 27, 1995, the last reported sale
price of the Common Stock on the American Stock Exchange was $4.25 per share.
See "Market Price of Common Stock and Dividend Policy."
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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<CAPTION>
- --------------------------------------------------------------------------------------------------
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PROCEEDS TO
PRICE TO AGENT'S PROCEEDS TO SELLING
PUBLIC COMMISSION(1) COMPANY(2) STOCKHOLDER
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share......................... $4.125 $.175 $3.95 $3.95
- --------------------------------------------------------------------------------------------------
Total............................. $41,267,094 $1,750,725 $15,800,000 $23,716,369
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
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(1) The Company and the Selling Stockholder have retained Rothschild Inc. as
agent (the "Selling Agent") to act on their behalf to obtain purchasers for
the shares of Common Stock offered hereby. The Selling Agent has made no
firm commitment and is under no obligation to purchase or sell all or any
part of the shares of Common Stock offered hereby, but has agreed to use
its best efforts to solicit and receive offers to purchase the Common Stock
on terms acceptable to the Company and the Selling Stockholder. The Company
and the Selling Stockholder have agreed (i) to pay the Selling Agent a fee
in connection with the sale of the Common Stock and (ii) to indemnify the
Selling Agent against certain liabilities under the Securities Act of 1933,
as amended. See "Plan of Distribution."
(2) Before deducting expenses payable by the Company, estimated at $250,000.
The shares of Common Stock are offered by Rothschild Inc. solely as agent
for the Company and the Selling Stockholder, subject to the several right of the
Company and the Selling Stockholder to reject orders in whole or in part. It is
expected that delivery of the shares of Common Stock will be made against
payment therefor through the facilities of the Depository Trust Company, New
York, New York, on or about October 3, 1995.
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ROTHSCHILD INC.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 28, 1995.
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IN CONNECTION WITH THE OFFERING, THE SELLING AGENT MAY EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not include all the information set forth
in the Registration Statement and the exhibits thereto, to which reference is
made for further information with respect to the Company.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, and in accordance therewith files periodic reports,
proxy and information statements, and other information with the Commission. The
Registration Statement and the exhibits thereto and all reports, proxy and
information statements, and other information filed by the Company with the
Commission may be inspected at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and may also be
inspected and copied at the regional offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on
the American Stock Exchange and all reports, proxy and information statements,
and other information filed by the Company with the Commission also may be
inspected at the American Stock Exchange, 86 Trinity Place, New York, New York
10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated into
this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994, as amended on Form 10-K/A;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995; and
(4) The Company's Registration Statement on Form 10 filed August 23, 1991,
as amended by Form 8, Amendment No. 6, and the Company's Report on Form
8-K filed March 30, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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 the Prospectus.
The Company will provide without charge to each person, including any
beneficial owner of Common Stock, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any and
all of the documents which have been or may be incorporated by reference in this
Prospectus, except that exhibits to such documents will not be provided unless
they are specifically incorporated by reference into such documents. Requests
for copies of any such document should be directed to Greyhound Lines, Inc.,
15110 N. Dallas Parkway, Suite 600, Dallas, Texas 75248, Attention: Investor
Relations, telephone: (214) 789-7577.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements (including the notes thereto)
appearing elsewhere or incorporated by reference in this Prospectus. As used in
this Prospectus, unless the context indicates otherwise, the "Company" means
Greyhound Lines, Inc. and its consolidated subsidiaries, taken as a whole.
Unless otherwise indicated, the information presented in this Prospectus assumes
that all shares of Common Stock offered by the Company are sold in the Offering.
THE COMPANY
Greyhound Lines, Inc. (the "Company") is the only nationwide provider of
intercity bus transportation services in the United States. The Company
currently provides scheduled passenger service to more than 2,450 destinations
with a fleet of approximately 2,000 buses and approximately 1,700 sales outlets.
The Company also provides package express delivery service, charter service and,
in certain terminals, food service. The Company's executive offices are located
at 15110 N. Dallas Parkway, Suite 600, Dallas, Texas 75248, and its telephone
number is (214) 789-7000.
BUSINESS STRATEGY
Following a substantial decline in ridership and revenues, the Company
hired a new Chief Executive Officer and Chief Operating Officer, each of whom
has substantial experience in the bus industry, as well as a new Chief Financial
Officer. In response to a review of the Company's operations, this management
team has implemented a "back to basics" strategy focusing on increasing revenues
and improving customer service. This strategy seeks to maximize the unique value
of the Company's national bus network by serving both long-and short-haul
markets, connecting rural and urban America and providing transportation between
major cities. To implement its strategy, the Company is increasing operating
capacity, telephone answering capacity, and its emphasis on long-haul bus
routes. Additionally, the Company is actively managing pricing in individual
markets, reducing the use of deeply discounted promotional tickets, and
introducing everyday low pricing. The Company's new strategy is supported by a
marketing campaign that integrates advertising, public relations, sales
promotion and pricing.
As part of its revenue enhancement plans, the Company has begun to
reestablish relations with regional bus carriers to improve interline service
and to increase the use of shared terminals. Management is also developing
programs to improve its package express delivery service through system
upgrades, localized marketing strategies and price and schedule improvements,
and to increase its position in the charter business through targeted local
selling in selected markets. Additionally, the Company will continue its efforts
to develop markets where it believes there are revenue opportunities, such as
those along the U.S.-Mexico border and between major Hispanic population centers
in the U.S.
Many of the Company's operating expenses are fixed costs or costs that
cannot be changed rapidly. Accordingly, costs such as depreciation, amortization
and lease expenses related to the bus fleet and facilities, maintenance, driver
operations and customer service generally do not vary proportionately with
short-term changes in demand for the Company's services. Management believes
that there are limited opportunities to further reduce the Company's cost
structure and that returning the Company to profitability will be dependent on
increasing revenues. Moreover, the revenue enhancement strategy, which involves,
in part, providing more convenient service over the Company's routes, as well as
the addition of new schedules to meet customer travel preferences, will require
the Company to incur additional expenses during 1995 and future years compared
to 1994.
The Company currently uses an automated system ("TRIPS") at approximately
250 terminals to sell tickets, to manage revenue and seat capacity and to quote
fare and schedule information. In June 1995, approximately 81% of the tickets
sold by the Company were generated using TRIPS compared to 65% in January 1994.
Since May 1994 TRIPS has maintained a 99% scheduled system availability and
ticketing speed is comparable to the Company's predecessor system. The Company
has de-emphasized the reservation
3
<PAGE> 4
portion of its TRIPS system in order to simplify the ticketing process, further
reduce ticketing time, and provide for more responsive telephone service. To
further improve customer service the Company has modified its telephone
answering procedures and opened a new telephone center to provide more
telephone-answering capacity. These improvements have resulted in an increase in
the number of unique callers reaching the telephone information center from
approximately 70% in July 1994 to in excess of 95% in July 1995 and resulted in
10.5 million calls being handled during the first six months of 1995
representing a 15.6% increase from the same period in 1994.
Since the beginning of 1993 through August of 1995, the Company has
acquired 864 new buses, including 102 new buses from Motor Coach Industries
International ("MCII") delivered in June and July of this year, and disposed of
1,615 older buses as part of its program to modernize and standardize the fleet.
As a result, the average age of the fleet has been reduced from 9.5 years in
January 1993 to 6.5 years in August 1995. However, 32% of the Company's bus
fleet remains in excess of 10 years old. While the Company could continue to use
these older buses, the Company intends, over time, to replace these older, less
reliable vehicles with new buses. The Company believes that newer buses, as well
as older buses with newer engines, are more fuel efficient than buses with older
engines. New buses generally require less maintenance and are less costly to
maintain, in part because of warranty coverage. The Company also anticipates
acquiring new buses to increase the size of the fleet in order to implement its
plan to increase revenues by operating additional bus miles. Moreover, due to
technical design improvements and governmental regulations, the principal bus
engine model used in the Company's fleet will no longer be available after 1997.
In anticipation of this change, the Company expects to acquire and begin advance
testing of new bus models. The Company expects to acquire up to 300 new buses
over the next 18 months. Orders have been placed for 23 new MCII buses for
delivery in September 1995 and the Company is negotiating a further 50 bus order
for delivery in December 1995. Financing for these 50 buses has been offered by
MCII. Additional orders will be placed subject to the availability of financing
on suitable terms, through a variety of methods, including borrowings under its
credit agreement, operating and capital leases and the possible sale of
securities. While the Company believes that available facilities will provide
the necessary funds for a significant portion of these buses and that recent
operating trends will support additional financing, there can be no assurance
that the Company will be able to obtain additional financing on suitable terms
for these purposes.
RECENT DEVELOPMENTS
SECOND QUARTER 1995 RESULTS COMPARED TO SECOND QUARTER OF 1994 RESULTS
Operating revenues for the second quarter of 1995 were $161.4 million
representing a $10.3 million or 6.8% increase over revenues of $151.1 million
for the second quarter of 1994 as passenger counts increased by approximately
7.1% over the second quarter of 1994. This increase was achieved despite the
impact in the second quarter of 1994 of a short advance purchase, deep discount
"$68 or Less" fare promotion. The promotion resulted in lower yields (revenue
per passenger mile) during the second quarter of last year (9.32 cents per mile)
versus this year (9.61 cents per mile). The promotion was discontinued for the
second half of 1994.
The operating loss for the second quarter of 1995 was $2.8 million compared
to a $27.1 million operating loss for the second quarter of 1994. The operating
loss for the second quarter of 1994 reflected $20.5 million of certain operating
charges for a number of items including claims from the Company's 1990
bankruptcy, increased cost estimates for environmental remediation, and an
adjustment to depreciation to recognize impairment of certain operating
facilities which are less than fully utilized. Excluding the impact of these
certain charges, the operating loss for the second quarter of 1994 would have
been approximately $6.6 million.
The net loss for the second quarter of 1995 was $9.9 million compared to a
$45.4 million net loss for the second quarter of 1994. In addition to the $20.5
million in certain charges discussed above, net income for the second quarter of
1994 reflected the impact of a $10.6 million adjustment to income taxes to
reverse tax benefits recorded in the first quarter of 1994. See "Summary
Selected Historical Financial and Operating Data."
4
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FINANCIAL FORECASTS
In October 1994, in connection with a prospective tender offer and rights
offering, the Company issued Financial Forecasts for 1995 and 1996 (the
"Financial Forecast"). Management has recently completed a review of the 1995
Financial Forecast as compared to the Company's performance for the six month
period ended June 30, 1995. As a result of this review, management presently
believes that both passenger revenues and expenses for 1995 will be higher than
those set forth in the 1995 Financial Forecast.
Under management's "back to basics" strategy, the Company has increased its
operating capacity and schedule offerings and, accordingly, is running a greater
number of bus miles than were assumed in the Financial Forecast. To support this
planned increase in operating capacity, the Company has and will continue to
incur in 1995 certain expenses not anticipated in the Financial Forecast, such
as hiring and training new bus drivers, adding operating management in the field
and opening a new telephone center.
Management believes that the additional passenger miles being operated will
generate additional revenues that will roughly offset the related increase in
expenses. Based on this anticipated increase in revenue attributable to
additional bus miles, the Company currently expects that it will generate
operating income in 1995 in an amount reasonably consistent with the operating
income projected in the 1995 Financial Forecast.
NEW CREDIT FACILITY
In June 1995, the Company renegotiated its existing credit facility (the
"New Credit Facility"). The New Credit Facility provides for revolving loans,
letters of credit and letter of credit guarantees up to a maximum commitment of
$73.5 million. Syndication commitments under the New Credit Facility, including
Foothill Capital Corporation's ("Foothill") commitment as the lead agent, total
$70.0 million at September 27, 1995. Availability under the New Credit Facility
is limited to the aggregate of the following: (1) revolving advances of up to
$3.5 million based on a formula of certain eligible accounts receivable; (2)
revolving advances of up to $44.5 million (the "Fixed Asset Advances") based on
the value of certain fixed asset collateral pledged to Foothill; and (3) a bus
purchase facility of up to $22.0 million (the "Bus Purchase Facility").
Borrowings under the New Credit Facility mature on May 31, 1998, although
availability under the Fixed Asset Advances will be subject to quarterly
reductions after April 1996. The New Credit Facility is secured by liens on
substantially all the assets of the Company, excluding real estate purchases and
new bus purchases unless those buses are specifically pledged to support
borrowings under the Bus Purchase Facility. The New Credit Facility allows the
Company to dispose of certain non-core real estate properties. In addition,
non-bus capital expenditures are limited to $25.0 million annually with no
spending limitations on bus purchases as long as financed through debt, or
operating or capital leases with maturities of no less than five years. The New
Credit Facility is subject to certain financial covenants, including maintenance
of a minimum net worth and an agreed ratio of cash flow to interest expense.
DEPARTMENT OF JUSTICE INVESTIGATION
On September 28, 1995, the Company agreed with the Antitrust Division of
the U.S. Department of Justice ("DOJ") to the entry of a consent decree that
would end the previously disclosed DOJ investigation. Under the provisions of
the consent decree, the Company has agreed not to enforce the provision in its
bus terminal lease agreements prohibiting a tenant bus carrier from selling its
tickets within 25 miles of the Company's terminal or adopt any comparable
provision. The Company rarely enforced this lease provision and recently revised
its lease agreements to eliminate the provision. The consent decree is subject
to the approval of a federal district court. Management of the Company believes
that the consent decree will have no material impact on the Company's business,
financial condition, or results of operations.
5
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THE OFFERING
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Common Stock Offered By:
The Company...................... 4,000,000 shares
The Selling Stockholder.......... 6,004,144 shares
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Total.................... 10,004,144 shares
==========
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Common Stock to be Outstanding
after the Offering.......... 58,158,726 shares(1)
Use of Proceeds............... The Company will use approximately $9.7 million
of the net proceeds from its sale of Common
Stock to repurchase (the "Senior Note
Repurchase") approximately $10.7 million
aggregate principal of its 10% Senior Notes
due 2001 (the "Senior Notes") at an effective
price of approximately $860 per $1,000 bond.
These repurchased Senior Notes will be
applied toward future sinking fund
obligations. The Company will use the
remaining proceeds for general corporate
purposes. See "Use of Proceeds." The Company
will not receive any of the proceeds from the
sale of shares by the Selling Stockholder.
Dividend Policy............... The Company has not paid dividends on the
Common Stock in the past and does not expect
to pay any dividends on the Common Stock in
the foreseeable future.
American Stock Exchange
Symbol........................ BUS
Risk Factors.................. See "Risk Factors" for a discussion of certain
information that should be considered by
prospective purchasers of the Common Stock.
- ---------------
(1) Does not include 7,939,446 shares of Common Stock reserved for issuance
pursuant to the Company's stock option program (of which 5,122,536 shares
were subject to outstanding options at June 30, 1995 with a weighted
average exercise price of $3.48), and 792,242 shares issuable upon
conversion of the Company's outstanding 8.5% Convertible Subordinated
Debentures due March 31, 2007 (the "Convertible Debentures") at a
conversion price of $12.375 per share.
6
<PAGE> 7
SUMMARY SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
(IN THOUSANDS EXCEPT PER SHARE, OTHER DATA AND OPERATING DATA)
The selected financial data presented below for the three years ended
December 31, 1992, 1993 and 1994 have been derived from the Company's audited
consolidated financial statements. The selected financial data at and for the
six- and three-month periods ended June 30, 1994 and 1995 have been derived from
the unaudited consolidated financial statements and internal accounting records
of the Company which, in the opinion of management, contain all adjustments,
consisting only of normal, recurring adjustments, necessary to present fairly
the Company's results of operations and financial position for such periods and
at such dates. The consolidated results of operations for the six- and
three-month periods ended June 30, 1995 are not necessarily indicative of the
results to be expected for the full year or for future periods. The selected
financial data presented below should be read in conjunction with the
Consolidated Financial Statements of the Company and the related notes thereto
which are incorporated by reference into this Prospectus.
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<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30, JUNE 30,
------------------------------------ ----------------------- -----------------------
1992 1993 1994 1994 1995 1994 1995
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STATEMENT OF OPERATIONS DATA:
Operating revenues............ $ 692,981 $ 666,496 $ 616,331 $ 284,925 $ 293,160 $ 151,073 $ 161,367
Operating expenses
Transportation
services(a)(b)............ 604,094 593,501 645,761 310,842 293,353 165,535 157,137
Depreciation and
amortization.............. 33,499 33,154 36,046 19,901 14,498 12,610 7,074
Interest expense.............. 35,297 30,832 33,456 15,561 13,881 7,657 7,013
Income tax provision(b)....... 9,142 6,253 16,862 17 28 10,656 26
Income (loss) before
extraordinary items and
cumulative effect of a
change in accounting
principle(b)................ 10,949 8,594 (115,794) (61,396) (28,600) (45,385) (9,883)
Extraordinary items(c)........ -- 407 (38,373) -- -- -- --
Cumulative effect of a change
in accounting
principle(d)................ -- 690 -- -- -- -- --
Net income (loss)............. $ 10,949 $ 7,497 $ (77,421) $ (61,396) $ (28,600) $ (45,385) $ (9,883)
Earnings per share of Common
Stock(e):
Primary
Income (loss) before
extraordinary items and
cumulative effect of a
change in accounting
principle............... $ 1.10 $ 0.65 $ (7.58) $ (4.19) $ (0.54) $ (3.10) $ (0.18)
Extraordinary items....... -- (0.03) 2.51 -- -- -- --
Cumulative effect of a
change in accounting
principle............... -- (0.05) -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (loss)......... $ 1.10 $ 0.57 $ (5.07) $ (4.19) $ (0.54) $ (3.10) $ (0.18)
========== ========== ========== ========== ========== ========== ==========
Fully diluted
Income (loss) before
extraordinary items and
cumulative effect of a
change in accounting
principle............... $ 0.96 $ 0.65 $ (7.58) $ (4.19) $ (0.54) $ (3.10) $ (0.18)
Extraordinary items....... -- (0.03) 2.51 -- -- -- --
Cumulative effect of a
change in accounting
principle............... -- (0.05) -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (loss)......... $ 0.96 $ 0.57 $ (5.07) $ (4.19) $ (0.54) $ (3.10) $ (0.18)
========== ========== ========== ========== ========== ========== ==========
Weighted average number of
shares outstanding:(e)
Primary..................... 9,911,063 13,209,869 15,284,050 14,651,858 53,061,852 14,652,321 53,743,682
Fully diluted............... 15,666,343 13,209,869 15,284,050 14,651,858 53,061,852 14,652,321 53,743,682
</TABLE>
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<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30, JUNE 30,
------------------------------------ ----------------------- -----------------------
1992 1993 1994 1994 1995 1994 1995
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STATEMENT OF FINANCIAL POSITION
DATA (AT THE END OF PERIODS:)
Total assets.................. $ 485,936 $ 541,293 $ 511,449 $ 501,857 $ 471,802 $ 501,857 $ 471,802
Long-term debt(f)............. 290,712 260,412 197,125 270,591 186,863 270,591 186,863
Stockholders' equity
(deficit)................... 52,262 152,166 153,196 90,783 124,671 90,783 124,671
OPERATING DATA:
Regular service miles operated
(millions).................. 242 235 236 110 117 58 63
Passenger miles (millions).... 5,967 5,926 5,392 2,478 2,567 1,355 1,422
Load factor (% of available
seats filled)............... 54.8 56.0 49.9 49.2 47.6 51.1 49.4
Yield (Revenue per passenger
mile) (cents)............... 9.73 9.45 9.61 9.57 9.59 9.32 9.61
Revenue per bus mile
(dollars)................... 2.40 2.38 2.20 2.15 2.10 2.19 2.18
Passengers (millions)......... 16.2 15.4 16.0 7.3 7.7 3.8 4.1
Average Trip Length (miles)... 369 384 338 342 335 358 351
</TABLE>
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(a) Transportation services includes bus operating lease payments of $27.8
million, $20.0 million and $22.7 million for the years ended December 31,
1992, 1993 and 1994, respectively, $10.7 million and $11.4 million for the
six months ended June 30, 1994 and 1995, respectively, and $5.7 million and
$5.6 million for the three months ended June 30, 1994 and 1995,
respectively.
(b) The loss for the year ended December 31, 1994 and the six months and three
months ended June 30, 1994 reflected $61.9 million, $21.0 million and $20.5
million, respectively, in certain operating charges, including increases in
insurance and legal reserves to recognize the pre-bankruptcy claims
previously barred by the bankruptcy court, adverse claims development in
1994, and certain litigation exposure; write-downs of real estate and other
assets; and costs associated with an operational restructuring. The Company
also recorded in the second quarter of 1994, a $10.6 million income tax
provision to reverse a deferred tax benefit recognized in the first quarter
of 1994. For the full year 1994, the Company recorded a $17.0 million
increase in the income tax provision reversing a deferred tax benefit
recognized in prior years.
(c) For the year ended December 31, 1994, the Company recorded an extraordinary
loss of $3.6 million related to the write-off of debt issuance costs on the
Company's previous credit agreement. The Company also recorded an
extraordinary gain of $41.9 million for the year ended December 31, 1994,
related to the conversion of $89.0 million principal amount of 8.5%
Convertible Debentures due 2007 (the "Convertible Debentures") into Common
Stock in December 1994. The Company recorded an extraordinary loss of
$407,000 for the year ended December 31, 1993, on the write-off of debt
issuance costs related to the replacement of the Company's then existing
credit agreement.
(d) The net impact from adoption of Statement of Financial Accounting Standards
No. 109 Accounting for Income Taxes was $690,000 and is reported as a charge
to earnings as the cumulative effect of a change in accounting principle for
the year ended December 31, 1993.
(e) The completion of the Company's financial restructuring plan pursuant to
which the Company converted approximately $89.0 million of Convertible
Debentures into Common Stock in December 1994 resulted in the issuance of
approximately 22.8 million shares of Common Stock. In January 1995, the
Company issued an additional 16.3 million shares of Common Stock in
connection with the consummation of a related rights offering.
(f) The Company's long-term debt was reduced by $89.0 million related to the
conversion of the Convertible Debentures into Common Stock.
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RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should carefully
consider all of the information contained in this Prospectus (including
information incorporated by reference herein), especially the considerations
described or referred to in the following paragraphs.
RECENT LOSSES
The Company had an operating loss of $14.7 million for the six months ended
June 30, 1995, compared to an operating loss of $45.8 million for the comparable
1994 period, and anticipates that it will have a net loss for the year ending
December 31, 1995. The decreased loss for the first half of 1995 resulted from a
2.9% increase in operating revenue and a 6.9% decrease in operating expenses.
However, there can be no assurance that these trends will continue. Although the
Company has implemented new strategic and operational initiatives intended to
enhance revenues, the Company's operations generally are subject to financial,
economic, legal and other factors, many of which are beyond its control.
Accordingly, there can be no assurance that the Company will be able to
implement these initiatives without delay or that these initiatives will return
the Company to profitability.
CAPITAL RESOURCES AND LIQUIDITY
The Company requires significant cash flows to meet its debt service and
other continuing obligations. Assuming that the Senior Note Repurchase had been
consummated using a portion of the proceeds of the Offering, at June 30, 1995
the Company would have had, on a pro forma basis, $182.4 million in long-term
debt outstanding (excluding $16.4 million of issued and undrawn standby letters
of credit), consisting primarily of the Senior Notes. After giving effect to the
Senior Note Repurchase, the Company will have semi-annual interest payments
(each January 31 and July 31) of $7.6 million due on the Senior Notes.
The Senior Notes have sinking fund payments, initially in the amount of
$8.0 million and increasing annually thereafter, beginning in July 1996. The
Company intends to satisfy the 1996 sinking fund payment with the $1.7 million
of Senior Notes that the Company currently owns and Senior Notes acquired
through the Senior Note Repurchase. The Company intends to fund the Senior Note
Repurchase with the proceeds of the Offering and if necessary, borrowings under
the New Credit Agreement. After satisfying the 1996 sinking fund requirement,
the balance of the Senior Notes repurchased in the Senior Note Repurchase will
be used to satisfy a portion of the 1997 sinking fund payment of $10.0 million,
leaving $5.6 million to be satisfied from other Company resources.
The Company's operations also require significant annual capital and
maintenance expenditures related to the Company's bus fleet, properties and
systems software. Approximately 32% of the Company's bus fleet is more than 10
years old. The Company's experience indicates that as the age of its fleet
increases, the dependability and quality of service declines, which may make the
Company less competitive. While the Company could continue to use these older
buses, the Company intends, over time, to replace these older, less reliable
vehicles with new buses. To replace these buses and to support the planned
increase in the size of the bus fleet, the Company expects to acquire up to 300
new buses over the next 18 months at an aggregate cost of approximately $70 to
$80 million. See "Prospectus Summary -- Business Strategy." Management believes
that a delay in acquiring these new buses could adversely affect future
operations due to the higher operating costs associated with operating older
buses and the inability to implement fully the Company's plans to increase total
bus miles.
The Company's ability to finance these and other capital expenditures and
to meet its other financial obligations will depend on the Company's future
operating performance, which will be subject to financial, economic, legal and
other factors affecting the business and operations of the Company, many of
which are beyond its control. Although the New Credit Facility and cash flows
from operating activities will be sufficient to make a portion of the Company's
planned expenditures, the Company's operating strategy will depend on the
availability of additional sources of financing, such as operating and capital
lease financing or funds provided through sales of assets or sales of
securities. There can be no assurance that the Company will be able to obtain
financing on suitable terms for these purposes.
9
<PAGE> 10
LIENS ON ASSETS UNDER THE NEW CREDIT FACILITY
The New Credit Facility, which provides the Company with revolving loans,
letters of credit and letter of credit guarantees up to a maximum commitment of
$73.5 million, is secured by liens on substantially all of the assets of the
Company, excluding real estate purchases and new bus purchases, unless those
buses are specifically pledged to support increased borrowings under the Bus
Purchase Facility. See "Prospectus Summary -- Recent Developments -- New Credit
Facility." The existence of the liens on the assets of the Company under the New
Credit Facility may impair the Company's ability to obtain additional secured
financing, other than purchase money financing, in the future.
The New Credit Facility contains customary financial covenants and events
of default for an asset-based credit facility. While the Company is currently in
compliance with its financial covenants, an event of default under the New
Credit Facility could have a material adverse effect on the Company. In
addition, an event of default under the New Credit Facility may constitute an
event of default with respect to the Senior Notes and certain of the Company's
material leases for equipment and properties.
COMPETITION
The transportation industry is highly competitive. The Company's primary
sources of competition for passengers are low cost air travel from both regional
and national airlines, automobile travel and, in certain markets, regional bus
companies and Amtrak. Regional airlines are increasing their penetration in
intermediate-haul markets (400 to 1,000 miles), forcing the Company and the bus
industry generally to reduce prices in these markets in order to compete.
Additionally, airline discount programs attract long-haul passengers from the
Company. Because price is the primary method of meeting airline competition, the
Company has adopted everyday low pricing to respond to these market changes.
Competition from regional bus companies has increased materially during the
past several years. Price, frequency of service and convenient scheduling are
the current strategies of the Company to meet this competition. Regional bus
companies currently service more routes in direct competition with the Company
than in the recent past. These competitors also possess operating authority over
numerous routes potentially competitive to the Company that they do not
currently operate. Based on market and competitive conditions, the regional bus
companies could operate such routes in the future. Competition by U.S. based bus
and van operators for Spanish speaking customers is growing, particularly in
states along the U.S.-Mexican border. The Company also expects significant
competition from Mexican bus carriers beginning in 1997 when barriers to entry
into the cross border intercity bus market are eliminated under the North
American Free Trade Agreement.
SEASONALITY
The Company's business is seasonal in nature and generally follows the
pattern of the travel industry as a whole, with peaks during the summer months
and the Thanksgiving and Christmas holiday periods. Historically, the Company
has experienced substantial seasonal variances in cash flow.
IMPORTANCE OF SELF-INSURANCE AUTHORITY AND AVAILABILITY OF INSURANCE
The Interstate Commerce Commission (the "ICC") has granted the Company
authority to self-insure its automobile liability exposure for interstate
passenger service up to a maximum level of $5.0 million per occurrence. To
maintain self-insurance authority, the ICC requires the Company to maintain a
tangible net worth of $10.0 million (as of June 30, 1995, the Company's tangible
net worth was $104.9 million) and to maintain a $15.0 million trust fund
(currently fully funded) to provide security for payment of claims. Subsequent
to the ICC grant, thirty-eight states and the District of Columbia granted the
Company the authority to self-insure its intrastate automobile liability
exposure.
The ICC maintains continuing oversight of the Company's self-insurance
authority, and the ability of the Company to continue as an authorized
self-insurer is dependent upon its future financial performance. If the ICC were
to revoke the Company's self-insurance authority or require substantial
additional contributions to
10
<PAGE> 11
the trust fund, such action would have a material adverse effect on the
Company's financial condition and results of operations.
LITIGATION
The Company is a party to various lawsuits the outcome of which, if adverse
to the Company, could have a material adverse effect on the results of
operations and financial position of the Company. See "Legal Proceedings" in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
ABSENCE OF DIVIDENDS ON COMMON STOCK
The Company has not paid any dividends on the Common Stock in the past and
does not anticipate paying dividends on the Common Stock in the foreseeable
future. Moreover, the Company's indenture governing the Senior Notes restricts,
and the New Credit Facility prohibits, the Company from declaring or paying cash
dividends on the Common Stock. See "Market Price of Common Stock and Dividend
Policy."
ANTITAKEOVER EFFECTS OF CERTAIN INSTRUMENTS AND AGREEMENTS OF THE COMPANY
The Company's certificate of incorporation and bylaws, the New Credit
Facility, the Senior Note Indenture, the Shareholder Rights Plan (as defined),
certain other contracts to which the Company is a party, and the Delaware
General Corporation Law contain provisions that could have the effect of
delaying or preventing a transaction that results in a change of control (as
defined) of the Company.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 4,000,000 shares of
Common Stock being offered by the Company are estimated to be $15,550,000
million. The Company intends to use $9.7 million of the net proceeds received by
it to repurchase $10.7 million aggregate principal amount of Senior Notes
pursuant to a put/call agreement in principle with one of the Company's
principal stockholders. The purchase price for the Senior Notes was based on
arms-length negotiations. The Company intends to satisfy the 1996 sinking fund
payment with the $1.7 million of Senior Notes that the Company currently owns
and Senior Notes acquired through the Senior Note Repurchase. The Company
intends to fund the Senior Note Repurchase with the proceeds of the Offering and
if necessary, borrowings under the New Credit Facility. After satisfying the
1996 sinking fund requirement, the balance of the Senior Notes repurchased in
the Senior Note Repurchase will be used to satisfy a portion of the 1997 sinking
fund payment of $10.0 million, leaving $5.6 million to be satisfied from other
Company resources.
If there are any proceeds remaining after the Senior Note Repurchase the
Company will use such proceeds for general corporate purposes. Pending use, the
net proceeds to the Company from the Offering will be invested in short-term,
interest-bearing securities.
The Company will not receive any portion of the net proceeds from the sale
of the shares of Common Stock by the Selling Stockholder.
11
<PAGE> 12
CAPITALIZATION
The following table sets forth the capitalization of the Company as of June
30, 1995. The following information should be read in conjunction with the
Consolidated Financial Statements of Greyhound Lines, Inc. and Subsidiaries
incorporated by reference into this Prospectus. For a description of the
Company's proposed use of the proceeds of the Offering see "Use of Proceeds."
<TABLE>
<CAPTION>
JUNE 30, 1995
----------------
(IN THOUSANDS)
<S> <C>
Long-term debt:
New Credit Facility(a)........................................................ $ 2,518
Other secured indebtedness.................................................... 34,501
Senior Notes(b)............................................................... 144,397
Convertible Debentures........................................................ 9,804
Other long-term debt.......................................................... 642
---------
Total long-term debt.................................................. 191,862
Less current maturities....................................................... 4,999
---------
Long-term debt, net........................................................... 186,863
---------
Stockholders' equity:
Preferred stock (10,000,000 shares authorized; par value $.01, none issued)
Series A junior preferred stock (500,000 shares authorized; par value $.01;
none issued)............................................................... --
Common stock (100,000,000 shares authorized; par value $.01; 53,852,874 shares
issued(c))................................................................. 538
Capital in excess of par value................................................ 212,085
Retained deficit.............................................................. (85,415)
Unfunded accumulated pension obligation....................................... (1,499)
Treasury stock, at cost (109,192 shares)...................................... (1,038)
---------
Total stockholders' equity............................................ 124,671
---------
Total Capitalization............................................................ $316,533
=========
</TABLE>
- ---------------
(a) Does not reflect issued and undrawn letters of credit in the aggregate
amount of $16.4 million. As of September 27, 1995, the New Credit Facility
provides for revolving loans and letters of credit and/or letter of credit
guarantees of up to $70.0 million at any time outstanding.
(b) The Senior Notes are net of original issue discount of $18.9 million.
(c) Does not include 7,939,446 shares of Common Stock reserved for issuance
pursuant to the Company's stock option program (of which 5,122,536 shares
were subject to outstanding options at June 30, 1995 with a weighted
average exercise price of $3.48), and 792,242 shares issuable upon
conversion of the Convertible Debentures at a conversion price of $12.375
per share.
12
<PAGE> 13
MARKET PRICE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock of the Company is listed on the American Stock Exchange
under the symbol "BUS." The following table sets forth the high and low sale
prices for the Company's Common Stock during the periods indicated as reported
by the American Stock Exchange:
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
First Quarter 1993................................................... 18 1/2 10 7/8
Second Quarter 1993.................................................. 22 3/4 16 3/4
Third Quarter 1993................................................... 22 11 1/8
Fourth Quarter 1993.................................................. 15 3/8 11 1/8
First Quarter 1994................................................... 12 1/2 9 1/2
Second Quarter 1994.................................................. 11 6 1/4
Third Quarter 1994................................................... 6 7/8 1 3/4
Fourth Quarter 1994.................................................. 3 1 5/8
First Quarter 1995................................................... 2 3/4 1 1/4
Second Quarter 1995.................................................. 5 11/16 2 15/16
Third Quarter to September 27, 1995.................................. 5 5/16 3 1/2
</TABLE>
The Company has not paid any dividends on the Common Stock in the past and
does not expect to pay any dividends on the Common Stock in the foreseeable
future. The indenture governing the Senior Notes restricts the Company's ability
to pay, and the New Credit Facility prohibits the Company from paying, cash
dividends on the Common Stock. In the event the Company were not contractually
prohibited from paying dividends, the holders of Common Stock would be entitled
to receive dividends only when and as declared by the Board of Directors of the
Company, subject to the prior rights and preferences, if any, of holders of
preferred stock.
MANAGEMENT
During late 1994 and early 1995 the Company, in response to declines in
ridership and revenue, hired a new senior management team with significant
experience in both the bus industry specifically, and the transportation
industry in general. The Company's senior management team consists of the
following individuals.
Craig R. Lentzsch was elected to the Board of Directors on August 26, 1994.
Effective November 15, 1994, Mr. Lentzsch became President and Chief Executive
Officer of the Company. Mr. Lentzsch previously served as Executive Vice
President and Chief Financial Officer of Motor Coach Industries International,
Inc. where he had been employed since 1992; as President and Chief Executive
Officer of Continental Asset Services, Inc. from 1991 to 1992; as a private
consultant to, and investor in, Storehouse, Inc. from 1983 to 1991 and
Communications Partners, Ltd. from 1989 to 1991; as Vice Chairman, Executive
Vice President and a director of the Company from March 1987 to December 1989;
and as Co-founder and President of BusLease, Inc. from 1980 to 1989. Mr.
Lentzsch also serves as a director of Hastings Books, Records and Tapes and
Enginetech, Inc.
Jack W. Haugsland joined the Company on May 15, 1995 as Executive Vice
President and Chief Operating Officer. From 1992 to 1995 Mr. Haugsland was
President and Chief Executive Officer of Gray Line Worldwide. From 1991 to 1992
Mr. Haugsland held the position of Senior Vice President of Operations for the
Company; and from 1986 to 1990 Mr. Haugsland served as President of Greyhound
Travel Services, Inc., a former subsidiary of the Company. Mr. Haugsland began
employment with the Company's predecessor in 1964.
Steven L. Korby joined the Company as Executive Vice President and Chief
Financial Officer on April 13, 1995. Prior to joining the Company, Mr. Korby was
President of Armstrong Capital Corporation from 1994 to 1995 and served as
Executive Vice President, Chief Financial Officer and Chief Technology Officer
of Neodata Corporation and its predecessors from 1983 to 1993.
13
<PAGE> 14
Bradley T. Harslem joined the Company in December 1993 and serves as Senior
Vice President -- Information Services and Chief Information Officer. He is
responsible for all of the corporation's computer systems and for the operation
of the telephone sales centers. Prior to joining the Company, Mr. Harslem worked
for American Airlines, Inc. for eighteen years in various engineering, finance,
planning, marketing and technology roles. He served as Vice President -- Sabre
Travel Information Network from 1991 to 1993; as Vice President -- Sabre
Computer Services from 1988 to 1991 and as Managing Director -- Marketing
Administration from 1987 to 1988.
J. Floyd Holland has served as Senior Vice President -- Operations since
September 1994 and is responsible for equipment maintenance, engineering, driver
and bus operations, scheduling and capacity planning. From October 1992 to
September 1994, he served as Vice President -- Maintenance of the Company. From
July 1987 to September 1992, he was Vice President -- Fleet Operations and was
responsible for fleet allocations. From October 1979 to July 1987, Mr. Holland
served as Vice President of Operations and Transportation of Trailways. From
April 1984 to December 1991, Mr. Holland served as a director of Trailways
Commuter Transit, Inc., a former affiliate of the Company. Mr. Holland has been
a member of the Board of Directors and Executive Committee of the National Bus
Traffic Association since 1991.
Settlement of Legal Challenge to Appointment of Directors
On June 12, 1995, Chriss Street & Company, Inc. and James R. Moriarty,
former holders of Convertible Debentures, filed a lawsuit against the Company
and Messrs. Peck and Werlin, seeking to invalidate the appointment of Messrs.
Peck and Werlin to the Company's Board of Directors. On August 29, 1995 the
parties to that litigation entered into a settlement agreement of all claims and
the litigation was dismissed by the Delaware Chancery Court. Under the
settlement agreement, the challenge to the appointment of Messrs. Peck and
Werlin has been withdrawn and both shall remain on the Company's board.
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder, the
aggregate number of shares of Common Stock identified by the Selling Stockholder
as being beneficially owned by it as of September 27, 1995, and the aggregate
number of shares of Common Stock being sold by it in the Offering.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF PERCENT OF COMMON
SHARES OF SHARES OF SHARES OF STOCK OUTSTANDING
COMMON STOCK COMMON STOCK COMMON STOCK -------------------
NAME AND ADDRESS OF OWNED BEFORE TO BE SOLD TO BE OWNED BEFORE AFTER
BENEFICIAL OWNER OFFERING IN OFFERING AFTER OFFERING OFFERING OFFERING
- ----------------------------------------- ------------ ------------ -------------- -------- --------
<S> <C> <C> <C> <C> <C>
Motor Coach Industries Limited........... 6,004,144 6,004,144 0 11.1% 0%
1850 N. Central Avenue
Mail Station 910
Phoenix, Arizona 85004
</TABLE>
The Selling Stockholder acquired all of its shares of Common Stock in
January 1995 pursuant to a standby purchase agreement entered into in connection
with the Company's rights offering in December 1994. The Selling Stockholder
also is an affiliate of the Company's principal supplier of buses.
14
<PAGE> 15
PLAN OF DISTRIBUTION
The Company and the Selling Stockholder have entered into a Selling Agency
Agreement with Rothschild Inc. (the "Selling Agent"), a copy of which has been
filed with the Securities and Exchange Commission as an Exhibit to the
Registration Statement of which this Prospectus is a part.
Under the terms of the Selling Agency Agreement, the Company and the
Selling Stockholder have retained the Selling Agent, and the Selling Agent has
agreed to use its best efforts to obtain purchasers for the 10,004,144 shares of
the Company's Common Stock being offered by the Company and the Selling
Stockholder, at the purchase price set forth on the cover page of this
Prospectus. The Selling Agent has made no firm commitment and is under no
obligation to purchase or sell all or any part of the shares offered hereby, but
has agreed to use its best efforts to find purchasers for all of the shares. In
the event that less than all of the Common Stock offered hereby is sold, the
number of shares sold by the Company and the Selling Stockholder shall be
reduced pro rata. The Selling Agent may authorize certain other members of the
National Association of Securities Dealers, Inc. ("NASD") and foreign members
not eligible for membership in the NASD but who agree to abide by the NASD's
Rules of Fair Practice (the "Soliciting Dealers") to solicit purchasers for the
shares of Common Stock offered by this Prospectus. The Company and the Selling
Stockholder have agreed to pay the Selling Agent a commission equal to $.175 per
share (4.25% of the offering price), and the Selling Agent will pay the
Soliciting Dealers a concession equal to $.129 per share sold by any Soliciting
Dealer. It is expected that shares will be offered by the Selling Agent and any
Soliciting Dealers primarily to institutional investors. The Company has also
agreed to reimburse the Selling Agent for its out of pocket expenses, including
fees and disbursements of counsel to the Selling Agent.
The Selling Agent Agreement provides that the obligations of the Selling
Agent are subject to certain conditions precedent and may be terminated upon
material adverse changes affecting the Company, outbreak or escalation of war,
hostilities or other emergencies or calamities, suspension or limitation of
trading on national securities exchanges, banking moratoria, changes in law, and
other market-related developments.
All payments for shares purchased pursuant to this Offering will be made by
the purchasers to the Selling Agent for the account of the Company and the
Selling Stockholder at the closing. Under the terms of the Selling Agency
Agreement, the offering will conclude 5 business days after the date of this
Prospectus (or earlier if all 10,004,144 shares are sold), subject to an
extension of up to 10 business days by agreement of the Company, the Selling
Stockholder and the Selling Agent.
The Selling Agency Agreement contains covenants of indemnity and
contribution among the Selling Agent, the Company, and the Selling Stockholder
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended. The Selling Agent may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended.
The Selling Agent may, but is under no obligation to, purchase for its own
account a portion of the shares of Common Stock being offered by the Company and
the Selling Stockholder at the purchase price set forth on the cover page of
this Prospectus less the commission of $.175 per share. If purchased, such
shares may be resold from time to time at prices relating to prevailing market
prices on the American Stock Exchange, in the over-the-counter market, in block
transactions, or otherwise. The Selling Agent will deliver a copy of this
Prospectus when confirming such resales to the extent then required under
applicable federal securities laws.
The Company, its officers and directors and the Selling Stockholder have
agreed not to offer, sell, or otherwise dispose of any additional shares of
Common Stock for a period of 120 days after the date of this Prospectus (180
days in the case of the Company) without the prior written consent of the
Selling Agent, except that the Company may issue, and grant options to purchase,
shares of Common Stock under its existing stock plans and the Company may issue
shares of Common Stock upon the exercise of any currently outstanding
convertible securities.
The Selling Agent acted as the Company's financial advisor in connection
with its 1994 financial restructuring, including the tender offer and conversion
of the Convertible Debentures and the rights offering in which an aggregate of
39.1 million shares of Common Stock were issued. The Selling Agent also advised
15
<PAGE> 16
the Company on the structuring and negotiation of the credit facility in October
1994 and the renegotiation and expansion of this facility in June 1995.
The shares of Common Stock to be issued and sold by the Company have been
approved for listing on the American Stock Exchange, subject to official notice
of issuance.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Weil, Gotshal & Manges (a partnership
including professional corporations), Dallas, Texas. Certain legal matters in
connection with the sale of the Common Stock offered hereby will be passed upon
for the Selling Agent by Piper & Marbury L.L.P., New York, New York.
EXPERTS
The audited consolidated financial statements and schedules of Greyhound
Lines, Inc., incorporated by reference into this Prospectus and elsewhere in the
Registration Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
16
<PAGE> 17
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR
THE SELLING AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 9
Use of Proceeds....................... 11
Capitalization........................ 12
Market Price of Common Stock and
Dividend Policy..................... 13
Management............................ 13
Selling Stockholder................... 14
Plan of Distribution.................. 15
Legal Matters......................... 16
Experts............................... 16
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10,004,144 SHARES
LOGO
GREYHOUND LINES, INC.
COMMON STOCK
------------------------------
PROSPECTUS
------------------------------
ROTHSCHILD INC.
SEPTEMBER 28, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
