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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1995
NO. 5-41800
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
GREYHOUND LINES, INC.
(Name of Issuer)
GREYHOUND LINES, INC.
(Name of Person Filing Statement)
8 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE MARCH 31, 2007
(Title of Class of Securities)
398048 AD O
(CUSIP Number of Class of Securities)
MARK E. SOUTHERST
GREYHOUND LINES, INC.
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(214) 789-7000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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COPY TO:
LAWRENCE D. STUART, JR., ESQ.
WEIL, GOTSHAL & MANGES
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
(214) 746-7700
NOVEMBER 23, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
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ITEM 1. SECURITY AND ISSUER.
(b) Based on information provided to the Company on December 21, 1994, by
Connor, Clark & Company, Ltd. ("Connor Clark"), a principal stockholder of the
Company, to the knowledge of the Company, other than (i) $1,000,000 principal
amount of Convertible Debentures beneficially owned by Herbert Abramson, a
director of the Company, (ii) $14,000 principal amount of Convertible Debentures
beneficially owned by Connor Clark, (iii) $60,000 principal amount of
Convertible Debentures beneficially owned by Connor Clark Hedge Fund Limited
Partnership, of which the general partner is an affiliate of Connor Clark, (iv)
$60,000 principal amount of Convertible Debentures beneficially owned by Connor
Clark Hedge Fund Limited Partnership 2, of which the general partner is an
affiliate of Connor Clark, and (v) $204,000 principal amount of Convertible
Debentures beneficially owned by Gerald R. Connor, the President and Chief
Executive Officer of Connor Clark, no officer, director or affiliate of the
Company beneficially owns any Convertible Debentures. Mr. Abramson, Mr. Connor
and Connor Clark and its affiliates advised the Company that they participated
in the Tender Offer on the same basis as the other holders of the Convertible
Debentures.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
At a special meeting of the Company's stockholders held on December 21,
1994, the stockholders of the Company approved an amendment to the Company's
certificate of incorporation increasing the authorized shares of Common Stock of
the Company from 50 million shares to 100 million shares.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(g) At a special meeting of the Company's stockholders held on December 21,
1994, the stockholders of the Company approved an amendment to the Company's
certificate of incorporation increasing the authorized shares of Common Stock of
the Company from 50 million shares to 100 million shares.
ITEM 8. ADDITIONAL INFORMATION.
(e) As set forth in the Press Release, dated December 22, 1994, attached
hereto as Exhibit 99.(a)(8), the complete text of which is incorporated herein
by reference, all conditions to the Tender Offer were satisfied at the
expiration of the Tender Offer at 12:00 midnight on December 21, 1994. In
accordance with the terms of the Tender Offer, the Company has accepted for
conversion the entire $89,021,000 aggregate principal amount of Convertible
Debentures tendered at the expiration of the Tender Offer. The Convertible
Debentures tendered and accepted represented 90.0011% of the $98,900,000
aggregate principal amount of Convertible Debentures outstanding at the
inception of the Tender Offer and sought by the Company pursuant thereto.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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99.(a)(1) -- Form of Offering Circular dated November 23, 1994.*
99.(a)(2) -- Form of Letter of Transmittal, along with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9.*
99.(a)(3) -- Form of Letter from Greyhound Lines, Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
99.(a)(4) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.*
99.(a)(5) -- Form of Notice of Guaranteed Delivery.*
99.(a)(6) -- Form of Supplement to Offering Circular, dated November 30, 1994.*
99.(a)(7) -- Form of Second Supplement to Offering Circular, dated December 13,
1994.*
99.(a)(8) -- Press Release, dated December 22, 1994.
99.(b) -- Not applicable.
99.(c)(1) -- Indenture dated April 10, 1992 between the Company and Shawmut
Connecticut Bank, N.A., as Trustee, pursuant to which the Convertible
Debentures have been issued (the "Indenture").*
99.(c)(2) -- Form of First Supplemental Indenture to the Indenture.*
99.(c)(3) -- Form of Letter Agreement with various holders of Convertible
Debentures relating, among other things, to the Tender Offer.*
99.(d) -- Opinion of Weil, Gotshal & Manges as to certain tax matters (included
in the Offering Circular under the heading "Material Federal Income
Tax Considerations").*
99.(e) -- Not applicable.
99.(f) -- Not applicable.
</TABLE>
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*Previously filed.
1
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 4 to Schedule 13E-4 is
true, complete and correct.
GREYHOUND LINES, INC.
By: /s/ MARTHA SMITHER
Name: Martha Smither
Title: Vice
President -- Controller
Dated: December 21, 1994
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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99.(a)(1) -- Form of Offering Circular dated November 23, 1994.*
99.(a)(2) -- Form of Letter of Transmittal, along with Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.*
99.(a)(3) -- Form of Letter from Greyhound Lines, Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
99.(a)(4) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.*
99.(a)(5) -- Form of Notice of Guaranteed Delivery.*
99.(a)(6) -- Form of Supplement to Offering Circular, dated November 30, 1994.*
99.(a)(7) -- Form of Second Supplement to Offering Circular, dated December 13,
1994.*
99.(a)(8) -- Press Release, dated December 22, 1994.
99.(c)(1) -- Indenture dated April 10, 1992 between the Company and Shawmut
Connecticut Bank, N.A., as Trustee, pursuant to which to the
Convertible Debentures have been issued (the "Indenture").*
99.(c)(2) -- Form of First Supplemental Indenture to the Indenture.*
99.(c)(3) -- Letter Agreements with various holders of Convertible Debentures
relating, among other things, to the Tender Offer.*
99.(d) -- Opinion of Weil, Gotshal & Manges as to certain tax matters (included
in the Offering Circular under the heading "Material Federal Income
Tax Considerations").*
</TABLE>
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* Previously filed.
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[GREYHOUND LINES, INC. LOGO]
P.O. BOX 660362
DALLAS, TEXAS 75266-0362
CONTACT: WILBUR L. ROSS, JR.
ROTHSCHILD INC.
212-403-3581
FOR IMMEDIATE RELEASE
GREYHOUND ANNOUNCES SUCCESSFUL COMPLETION OF BOND
TENDER OFFER AND EXTENSION OF RIGHTS OFFERING
DALLAS (December 22, 1994) -- Greyhound Lines, Inc. (AMEX: BUS) announced
today the successful completion of the tender offer for its 8 1/2% Convertible
Subordinated Debentures due 2007 with $89,021,000 or 90.011% of the $98,900,000
issue being tendered. Each $1,000 bond will be converted into approximately 256
shares of the Company's common stock.
Greyhound also announced that its $35 million rights offering for
16,279,070 shares has been fully committed as a result of primary subscriptions,
committed oversubscriptions and standby purchase agreements. Rightholders have
subscribed for 9,369,110 shares, with standby purchase agreements covering the
balance of the offering. Due to the holidays and the fact that some shareholders
may have not received their subscription materials until very recently, the
Company is extending the expiration date for its rights offering to 5:00 p.m.
EST on Wednesday, December 28, 1994 to enable greater shareholder participation.
Craig Lentzsch, Chief Executive Officer of Greyhound, said, "We are pleased
by the overwhelming support from our bondholders and shareholders, their
tremendous vote of confidence in the Company, and the fact that we will now be
able to close the restructuring this year." Wilbur L. Ross, Jr., Senior Managing
Director of Rothschild Inc., financial advisor to Greyhound, said, "We are
delighted that we will be able to complete Greyhound's recapitalization only 72
days after announcing our initial proposal on October 17th."
Greyhound (Amex: BUS) is the only nationwide provider of intercity bus
transportation services. The Company's primary business is scheduled passenger
service. The Company also provides package express delivery service and food
service at certain terminals. Greyhound provides service to more than 2,600
destinations with a fleet of 1,898 buses. Greyhound's toll-free reservation
number is 1-800-231-2222.
