<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1997
REGISTRATION NO. 333-23975
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GREYHOUND LINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 86-0572343
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
15110 N. DALLAS PARKWAY, SUITE 600 MARK E. SOUTHERST, VICE PRESIDENT
DALLAS, TEXAS 75248 AND GENERAL COUNSEL
(972) 789-7000 15110 NORTH DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(Address, Including Zip Code, and Telephone (972) 789-7000
Number, Including Area Code, of
Registrant's Principal Executive Offices) (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
</TABLE>
Copy to:
JEREMY W. DICKENS, ESQ.
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 28, 1997
PROSPECTUS
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3,058,824 SHARES
[GREYHOUND LOGO] GREYHOUND LINES, INC.
COMMON STOCK
</TABLE>
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This Prospectus relates to the offering (the "Offering") from time to time
of up to 3,058,824 shares (the "Shares") of common stock, par value $.01 per
share (the "Common Stock"), of Greyhound Lines, Inc. (the "Company") by the
Selling Stockholders of the Company named herein. See "Selling Stockholders." On
March 5, 1997, the Company entered into a Stock Purchase Agreement with the
Selling Stockholders pursuant to which the Company agreed to acquire from the
Selling Stockholders 100% of the outstanding capital stock of ASI Associates,
Inc., a Hawaii corporation ("ASI"), for $10,787,500 in cash, subject to
adjustment, and up to 3,058,824 shares of Common Stock.
The Company's Common Stock is traded on the American Stock Exchange under
the symbol "BUS." On April 24, 1997, the last reported sale price of the Common
Stock on the American Stock Exchange was $3 9/16 per share. The Shares are
expected to be approved for trading on the American Stock Exchange, subject to
the approval by it of a supplemental listing application to be filed by the
Company with respect to the Shares.
The Shares may be sold from time to time by the Selling Stockholders,
acting alone or in combination with each other, or by pledgees, donees,
transferees or other successors-in-interest of the Selling Stockholders. Such
sales may be made on the American Stock Exchange or otherwise, at prices and at
terms then prevailing, at prices related to the then current market price or in
negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; (b) purchases by a broker or dealer as principal
and resales by such broker or dealer for its account pursuant to this
Prospectus; and (c) block trades or exchange distributions in accordance with
the rules of such exchange. The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders. See "Plan of
Distribution." The Company has agreed to pay substantially all the fees and
expenses incurred in connection with the registration of the Shares, other than
any underwriting fees, discounts or commissions attributable to the sale of the
Shares, any out-of-pocket expenses of the Selling Stockholders (or any agents
who manage their accounts) and fees and disbursements of any counsel for any
Selling Stockholder. The Selling Stockholders and any broker, dealer or
underwriter that participates with the Selling Stockholders in the distribution
of the Common Stock may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profit on the resale of such Common Stock
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. See "Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
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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.
The date of this Prospectus is , 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the information 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 Securities and
Exchange Commission (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 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 Company
has filed with the Commission a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act, as amended, 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 Commission also maintains a
web site (http://www.sec.gov) that contains reports, proxy and information
statements regarding registrants, such as the Company, that file electronically
with the Commission. 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 offices of 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, 1996; and
(2) The Company's Current Report on Form 8-K filed March 19, 1997;
(3) The Company's Current Report on Form 8-K filed April 9, 1997
(reporting an event on March 11, 1997);
(4) The Company's Proxy Statement for the year ended December 31, 1996
filed April 16, 1997; and
(5) The Company's Current Report on Form 8-K filed April 28, 1997.
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: (972) 789-7577.
2
<PAGE> 4
THE COMPANY
The Company is the only nationwide provider of intercity bus transportation
services in the United States. The Company serves the value-oriented customer by
connecting rural and urban markets throughout the United States, offering
scheduled passenger service to more than 2,400 destinations with a fleet of
approximately 2,000 buses and approximately 1,600 sales locations. The Company
also provides package express service and, in many 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 (972) 789-7000.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should carefully
review the information set forth below, in addition to the other information
contained in this Prospectus (including information incorporated by reference
herein), in evaluating an investment in the Common Stock offered hereby.
SUBSTANTIAL LEVERAGE
The Company has and will continue to have, indebtedness that is substantial
in relation to its stockholders' equity. As of December 31, 1996, after giving
pro forma effect to the Company's offerings of $160 million aggregate principal
amount of its 11 1/2% Senior Notes due 2007 (the "New Senior Notes") and $60
million aggregate liquidation preference of its 8 1/2% Convertible Exchangeable
Preferred Stock (the "Offerings"), completed April 16, 1997, and the application
of the net proceeds therefrom, the Company would have had outstanding
consolidated long-term indebtedness (including current portions) of
approximately $217.3 million and total stockholders' equity of approximately
$173.7 million. In addition, for the year ended December 31, 1996, after giving
pro forma effect to the Offerings and the application of the net proceeds
therefrom, the Company's earnings wold have been insufficient to cover fixed
charges and preferred stock dividends by $6.5 million. The degree to which the
Company is leveraged could have important consequences to holders of the Common
Stock, including: (i) an impairment of the Company's ability to obtain
additional financing in the future; (ii) a reduction of funds available to the
Company for its operations or for capital expenditures as a result of the
dedication of a substantial portion of the Company's cash flow to the payment of
principal of and interest on the Company's indebtedness; (iii) the possibility
of an event of default under financial and operating covenants contained in the
Company's debt instruments, including its credit facility (the "Revolving Credit
Facility"), the indenture in respect of its 10% Senior Notes due 2001 (the "10%
Senior Note Indenture") and the indenture relating to the New Senior Notes (the
"New Senior Note Indenture"); (iv) a relative competitive disadvantage if the
Company is substantially more leveraged than its competitors; and (v) an
inability to adjust to rapidly changing market conditions and consequent
vulnerability in the event of a downturn in general economic conditions or its
business because of the Company's reduced financial flexibility.
In addition to its debt service obligations, the Company's operations
require substantial investments on a continuing basis. The Company's ability to
make scheduled debt payments, to refinance its obligations with respect to its
indebtedness and to fund capital and non-capital expenditures necessary to
maintain the condition of the Company's operating assets, including its bus
fleet, properties and systems software, as well as to provide capacity for the
growth of its business, depends on its financial and operating performance and
obtaining additional sources of financing, which, in turn, is subject to
prevailing economic conditions and financial, business, competitive, legal and
other factors, many of which are beyond the Company's control. Moreover, the
Company is and will be subject to covenants contained in the 10% Senior Note
Indenture, the New Senior Note Indenture and the Revolving Credit Facility and
other present and future indebtedness of the Company. Such covenants include
without limitation, restrictions on certain payments, the granting of liens, the
incurrence of additional indebtedness, dividend restrictions affecting
subsidiaries, assets sales, transactions with affiliates, and mergers and
consolidations. There can be no assurance that the Company's operating results
will be sufficient for payment of the Company's indebtedness or to fund its
other expenditures or that the Company will be able to obtain financing to meet
such requirements.
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<PAGE> 5
HISTORY OF LOSSES
The Company has had a net loss in each of its last three fiscal years.
Although the Company has implemented new strategic and operational initiatives
intended to enhance revenues and operating income, the Company's operations
generally are subject to economic, financial, competitive, 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.
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. See "Market Price of Common Stock and Dividend Policy" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. Moreover, the
Revolving Credit Facility prohibits the Company from declaring or paying cash
dividends on the Common Stock, and the 10% Senior Note Indenture restricts the
declaration and payment of such dividends. In addition, the New Senior Note
Indenture will limit the aggregate amount of Restricted Payments (as defined),
including the payment of dividends on, and the repurchase, redemption or other
retirement of, shares of Common Stock, to an amount equal to the sum of (a) 50%
of the Consolidated Net Income (as defined) of the Company, plus (b) the net
cash proceeds to the Company from the sale of certain equity securities of the
Company, plus (c) the amount of proceeds to the Company from the sale of certain
investments. As a result of the foregoing provisions, there can be no assurance
that the Company will be permitted to pay dividends on the Common Stock. In
addition, future agreements of the Company may restrict the Company's ability to
pay dividends on the Common Stock.
COMPETITION
The transportation industry is highly competitive. The Company's primary
sources of competition for passengers are automobile travel, low cost air travel
from both regional and national airlines, and, in certain markets, regional bus
companies and trains. There can be no assurance that the Company will be able to
successfully compete against these sources of competition. See
"Business -- Competition" in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
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. As a result, the Company's
cash flows are seasonal in nature with a disproportionate amount of the
Company's annual cash flows being generated during the peak travel periods.
Therefore, an event that adversely affects ridership during any of these peak
periods in any year could have a material adverse effect on the Company's
financial condition or results of operations for such year. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Seasonality" in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
IMPORTANCE OF SELF-INSURANCE AUTHORITY AND AVAILABILITY OF INSURANCE
The Surface Transportation Board (the "STB") of the United States
Department of Transportation ("DOT") 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 STB requires the Company to maintain a tangible net worth of
$10.0 million (as of December 31, 1996, the Company's tangible net worth was
$119.9 million) and to maintain a $15.0 million trust fund (currently fully
funded) to provide security for payment of claims. Subsequent to the
self-insurance grant by the STB, 38 states have granted the Company the
authority to self-insure its intrastate automobile liability exposure.
Insurance coverage and risk management expense are key components of the
Company's cost structure. The loss of self-insurance authority from the STB or a
decision by the Company's insurers to modify the
4
<PAGE> 6
Company's program substantially, by either increasing cost, reducing
availability or increasing collateral, could have a material adverse effect on
the Company's financial condition or 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 condition of the Company. See "Business -- Legal
Proceedings" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
PENSION PLAN FUNDING
The Company maintains five defined benefit pension plans, the most
significant of which (the "ATU Plan") covers approximately 16,500 current and
former employees, fewer than 1,300 of which are active employees of the Company.
The ATU Plan was closed to new participants in 1983 and, as a result, over 80%
of its participants are over the age of 50. For financial reporting and
investment planning purposes, the Company currently uses an actuarial table that
closely matches the actual experience related to the existing participant
population. As a result of legislation enacted in 1994 by the United States
Congress, the Company may be required to begin measuring its funding obligation
under the ATU Plan utilizing an actuarial table prescribed by such legislation.
If so required, the Company currently estimates, based on assumed rates of
return on the ATU Plan's investments, that it would be required to begin making
contributions to the ATU Plan beginning no earlier than 1998 in an aggregate
amount over the next five years ranging from approximately $6.0 million to
approximately $30.0 million. If the ATU Plan is unable to attain such assumed
rates of return, such contributions could be higher. Although the Company is
exploring whether it may be able to obtain relief from this requirement, there
is no assurance that the Company will be able to obtain such relief, that the
ATU Plan will be able to obtain the assumed rates of return or that
contributions to the ATU Plan will not be significant.
ANTITAKEOVER EFFECTS OF CERTAIN INSTRUMENTS AND AGREEMENTS OF THE COMPANY
The Company's certificate of incorporation and bylaws, the Revolving Credit
Facility, the 10% Senior Note Indenture, the New Senior Note Indenture, the
Stockholders Rights Plan of the Company and 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 of the Company.
5
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USE OF PROCEEDS
The Company will not receive any portion of the net proceeds from the sale
of the shares of Common Stock by the Selling Stockholders. See "Plan of
Distribution."
SELLING STOCKHOLDERS
This Prospectus relates to offers and sales from time to time by the
Selling Stockholders of the shares of Common Stock offered hereby. On March 5,
1997, the Company entered into a Stock Purchase Agreement (the "Carolina
Agreement") with ASI and the stockholders of ASI, Nicholas Wallner, Peter S.
Redfield and William C. Steele (the "Selling Stockholders"), pursuant to which
the Company agreed to acquire (the "Acquisition") from the Selling Stockholders
100% of the outstanding capital stock of ASI, the ultimate parent of Carolina
Coach Company, Seashore Transportation Company and Red Bus Systems, Inc., a
group of intercity bus operators operating in the mid-Atlantic, for $10,787,500
in cash, subject to adjustment, and up to 3,058,824 shares of Common Stock.
Pursuant to the terms of the Carolina Agreement, each Selling Stockholder may be
issued up to 1,019,608 shares, all of which would be eligible for sale pursuant
to the Offering contemplated by this Prospectus. The Company intends to use
borrowings under the Revolving Credit Facility to fund the cash purchase price
for the Acquisition.
To the Company's knowledge, the Selling Stockholders do not beneficially
own any Common Stock or any other securities of the Company other than the
shares of Common Stock being issued in the Acquisition. Because the Selling
Stockholders may offer all or some of the Common Stock that they hold pursuant
to the Offering contemplated by this Prospectus, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any of
the Common Stock by the Selling Stockholders, no estimate can be given as to the
number of shares of Common Stock that will be held by the Selling Stockholders
after the completion of this Offering. See "Plan of Distribution."
Notwithstanding the foregoing, the Stockholders have agreed pursuant to the
terms of the Carolina Agreement not to sell in any open market transaction or
series of transactions, in any one calendar month, in excess of one-sixth of the
maximum number of shares issuable to them under the Carolina Agreement
(excluding certain shares issued to William C. Steele the transfer of which will
be restricted as hereinafter described); provided, however, that to the extent
the Stockholders do not sell all of their permitted allotment in any one month
such under utilized allotments will be cumulated with their allotment for future
months. In addition, William C. Steele has agreed not to sell without the
consent of the Company a number of shares (to be determined at the Closing of
the Acquisition) for a period of two years after the closing of the Acquisition,
subject to certain exceptions.
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<PAGE> 8
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders, acting alone or in combination with each other, or by pledgees,
donees, transferees or other successors-in-interest of the Selling Stockholders.
Such sales may be made on the American Stock Exchange or otherwise, at prices
and at terms then prevailing, at prices related to the then current market price
or in negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; (b) purchases by a broker or dealer as principal
and resales by such broker or dealer for its account pursuant to this
Prospectus; and (c) block trades or exchange distributions in accordance with
the rules of such exchange. In effecting sales, brokers or dealers engaged by
any Selling Stockholder may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, and the compensation
received by them may be deemed to be underwriting commissions or discounts.
Upon the Company being notified by any Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of any Shares covered by this Prospectus, a prospectus supplement, if required,
will be distributed which will set forth the name of the participating brokers
or dealers, the number of Shares involved, the price at which such Shares were
sold and the commissions paid or discounts or concessions allowed to such
brokers or dealers. In certain jurisdictions, the Shares may be offered or sold
in such jurisdictions only through registered or licensed brokers or dealers.
The Company will not receive any of the proceeds from the sales of the Shares,
except for the possible fee described below.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholders and any broker, dealer or underwriter that
participates with the Selling Stockholders in the distribution of the Shares may
be deemed to be an "underwriter" within the meaning of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of the Shares by the Selling
Stockholders.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas.
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.
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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 STOCKHOLDERS
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.
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TABLE OF CONTENTS
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PAGE
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Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 3
Use of Proceeds....................... 6
Selling Stockholders.................. 6
Plan of Distribution.................. 7
Legal Matters......................... 7
Experts............................... 7
</TABLE>
3,058,824 SHARES
[GREYHOUND LOGO]
GREYHOUND LINES, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
, 1997
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable in connection with the
offering of the Shares to be registered and offered hereby, all of which will be
paid by the Company. All of such expenses are estimates, other than the
registration fee payable to the Securities and Exchange Commission.
<TABLE>
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Securities and Exchange Commission Registration Fee......... $ 4,258
American Stock Exchange Additional Listing Fee.............. 17,500
Legal Fees and Expenses..................................... 12,500
Accounting Fees and Expenses................................ 10,000
Miscellaneous............................................... 5,742
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TOTAL............................................. $ 50,000
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</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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. Under Section
145 of the General Corporation Law of the State of Delaware, the Company, as a
Delaware corporation, has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding (other than an action by or in the right
of the Company) by reason of the fact that such person is or was a director,
officer, employee, or agent of the Company (an "Indemnitee"), against any and
all expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding.
The Company's power to indemnify such a person applies only if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests, of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Pursuant to Section 145, the Company also has the power to indemnify an
Indemnitee with respect to actions or suits brought by or in the right of the
Company, against expenses actually and reasonably incurred by him in connection
with the defense and settlement of suit or action (and not in satisfaction of a
judgment or settlement of the claim itself), if the Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests, of the Company and with the further limitation that in such actions
no indemnification shall be made in the event of any adjudication of negligence
or misconduct unless a Delaware Court of Chancery, in its discretion, believes
that in light of all the circumstances indemnification should apply.
The General Corporation Law of the State of Delaware further specifically
provides that the indemnification authorized thereby shall not be deemed
exclusive of any other rights to which any such officer or director may be
entitled under any bylaws, agreements, vote of stockholders or disinterested
directors, or otherwise.
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 of the General Corporation Law of the State of Delaware (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock), 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.
II-1
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person thereof in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being registered
pursuant to this Registration Statement, the Company will, unless in the opinion
of counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement.
<TABLE>
<S> <S>
5.1 -- Opinion of Weil, Gotshal & Manges.*
23.1 -- Consent of Weil, Gotshal & Manges (Included in Exhibit
5.1).
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>
- ---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes the following:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by
II-2
<PAGE> 12
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 15.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 28th day of
April, 1997.
GREYHOUND LINES, INC.
By: /s/ STEVEN L. KORBY
----------------------------------
Steven L. Korby
Executive Vice President and Chief
Financial Officer
Each person whose signature to this Registration Statement appears below
appoints Craig R. Lentzsch and Steven L. Korby, 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 pre-and post-effective amendments to this Registration Statement (and, in
addition, any registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, for the offering to which this Registration
Statement relates), 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 Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of Directors April 28, 1997
- -----------------------------------------------------
Thomas G. Plaskett
* Director, President and Chief April 28, 1997
- ----------------------------------------------------- Executive Officer (Principal
Craig R. Lentzsch Executive Officer)
/s/ STEVEN L. KORBY Executive Vice President and Chief April 28, 1997
- ----------------------------------------------------- Financial Officer (Principal
Steven L. Korby Financial and Accounting
Officer)
* Director April 28, 1997
- -----------------------------------------------------
Richard J. Caley
* Director April 28, 1997
- -----------------------------------------------------
Linda Chavez
* Director April 28, 1997
- -----------------------------------------------------
A. A. Meitz
* Director April 28, 1997
- -----------------------------------------------------
Frank L. Nageotte
* Director April 28, 1997
- -----------------------------------------------------
Alfred E. Osborne, Jr.
* Director April 28, 1997
- -----------------------------------------------------
Stephen M. Peck
* Director April 28, 1997
- -----------------------------------------------------
Ernest P. Werlin
*By: /s/ STEVEN L. KORBY
------------------------------------------------
Steven L. Korby
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ------------
<C> <S> <C>
5.1 Opinion of Weil, Gotshal & Manges.*
23.1 Consent of Weil, Gotshal & Manges (Included in Exhibit 5.1).
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>
- ---------------
*Filed herewith
<PAGE> 1
EXHIBIT 5.1
April 25, 1997
Greyhound Lines, Inc.
15110 N. Dallas Parkway, Suite 600
Dallas, Texas 75248
Ladies and Gentlemen:
We have acted as counsel to Greyhound Lines, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 filed with the Commission on March 17, 1997
(the "Registration Statement"), under the Securities Act of 1933, as amended,
with respect to the offers and sales from time to time by the Selling
Stockholders named therein of up to 3,058,824 shares (the "Shares") of the
common stock, par value $.01 per share, of the Company.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, and
such corporate records, agreements, documents, and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for
the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates of officers and representatives of the Company.
<PAGE> 2
Greyhound Lines, Inc.
April 25, 1997
Page 2
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
2. The Shares have been duly authorized, and when issued against
receipt of the consideration therefor in accordance with Stock
Purchase Agreement between the Company and the Selling
Stockholders dated March 5, 1997 will be validly issued, fully
paid and nonassessable, and will not have been issued in
violation of any pre-emptive rights.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We consent to he use of this opinion as an exhibit to the Registration
Statement. Consent is also given to the reference of this firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
Weil, Gotshal & Manges LLP
2
<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 report dated
February 12, 1997, included in Greyhound Lines, Inc.'s Form 10-K for the year
ended December 31, 1996, and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Dallas, Texas
April 25, 1997
