<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10841
GREYHOUND LINES, INC.
and its Subsidiaries identified in Footnote (1) below
(Exact name of registrant as specified in its charter)
DELAWARE 86-0572343
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(Address of principal executive offices) (Zip code)
(972) 789-7000
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
--- ---
As of August 10, 1999, the Registrant had 58,743,069 shares of Common
Stock, $0.01 par value, outstanding.
(1) This Form 10-Q is also being filed by the co-registrants specified under
the caption "Co-Registrants", each of which is a wholly-owned subsidiary
of Greyhound Lines, Inc. and each of which has met the conditions set
forth in General Instructions H(1)(a) and (b) of Form 10-Q for filing
Form 10-Q in a reduced disclosure format.
<PAGE> 2
CO-REGISTRANTS
This Form 10-Q is also being filed by the following entities. Except as set
forth below, each entity has the same principal executive offices, zip code and
telephone number as that set forth for Greyhound Lines, Inc. on the cover of
this report:
<TABLE>
<CAPTION>
I.R.S. EMPLOYER JURISDICTION
COMMISSION IDENTIFICATION OF
NAME FILE NO. NO. INCORP.
- ---- ------------ ---------------- ------------
<S> <C> <C> <C>
Atlantic Greyhound Lines of Virginia, Inc. 333-27267-01 58-0869571 Virginia
GLI Holding Company 333-27267-04 75-2146309 Delaware
Greyhound de Mexico, S.A. de C.V. 333-27267-05 None Republic of
Mexico
Grupo Centro, Inc. 333-27267-06 75-2692522 Delaware
Los Buenos Leasing Co., Inc. 333-27267-07 85-0434715 New Mexico
Sistema Internacional de Transporte de Autobuses, Inc. 333-27267-08 75-2548617 Delaware
Texas, New Mexico & Oklahoma Coaches, Inc. 333-27267-10 75-0605295 Texas
1313 13th Street
Lubbock, Texas 79408
(806) 763-5389
T.N.M. & O. Tours, Inc. 333-27267-11 75-1188694 Texas
(Same as Texas, New Mexico & Oklahoma Coaches, Inc.)
Vermont Transit Co., Inc. 333-27267-12 03-0164980 Vermont
106 Main Street
Burlington, Vermont 05401
(802) 862-9671
</TABLE>
As of June 30, 1999, Atlantic Greyhound Lines of Virginia, Inc. had 150 shares
of common stock outstanding (at a par value of $50.00 per share); GLI Holding
Company had 1,000 shares of common stock outstanding (at a par value of $0.01
per share); Greyhound de Mexico, S.A. de C.V. had 10,000 shares of common stock
outstanding (at a par value of $0.10 Mexican currency per share); Grupo Centro,
Inc. had 1,000 shares of common stock outstanding (at a par value of $0.01 per
share); Los Buenos Leasing Co., Inc. had 1,000 shares of common stock
outstanding (at a par value of $1.00 per share); Sistema Internacional de
Transporte de Autobuses, Inc. had 1,000 shares of common stock outstanding (at a
par value of $0.01 per share); Texas, New Mexico & Oklahoma Coaches, Inc. had
1,000 shares of common stock outstanding (at a par value of $0.01 per share);
T.N.M. & O. Tours, Inc. had 1,000 shares of common stock outstanding (at a par
value of $1.00 per share); and Vermont Transit Co., Inc. had 505 shares of
common stock outstanding (no par value). Each of the above named co-registrants
(1) have filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period such co-registrant was required to file such reports), and (2)
have been subject to such filing requirements for the past 90 days.
2
<PAGE> 3
GREYHOUND LINES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Interim Consolidated Statements of Financial Position as of
June 30, 1999 (Unaudited) and December 31, 1998............................. 5
Interim Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 1999 and 1998 (Unaudited)............... 6
Condensed Interim Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1999 and 1998 (Unaudited)......................... 7
Notes to Interim Consolidated Financial Statements (Unaudited)................. 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.......................................................... 16
SIGNATURES .................................................................................. 17
</TABLE>
3
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
4
<PAGE> 5
GREYHOUND LINES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current Assets
Cash and cash equivalents ................................................. $ 6,171 $ 4,736
Accounts receivable, less allowance for doubtful accounts of $188 and $198 44,996 40,774
Inventories, less allowance for shrinkage of $208 and $205 ................ 6,678 5,705
Prepaid expenses .......................................................... 5,572 5,170
Assets held for sale ...................................................... 4,959 3,029
Current portion of deferred tax assets .................................... 34,643 24,053
Other current assets ...................................................... 2,537 9,907
------------ ------------
Total current assets ................................................... 105,556 93,374
Prepaid Pension Plans ......................................................... 27,917 27,917
Property, Plant and Equipment, net of accumulated depreciation
of $163,101 and $151,468 .................................................. 415,907 362,417
Investments in Unconsolidated Affiliates ...................................... 14,730 13,560
Deferred Income Taxes ......................................................... 16,344 8,988
Insurance and Security Deposits ............................................... 40,178 67,908
Goodwill, net of accumulated amortization of $2,546 and $1,755 ................ 45,014 39,510
Intangible Assets, net of accumulated amortization of $29,830 and $28,503 ..... 27,473 29,704
------------ ------------
Total assets ........................................................... $ 693,119 $ 643,378
============ ============
Current Liabilities
Accounts payable .......................................................... $ 28,701 $ 27,724
Accrued liabilities ....................................................... 61,198 64,819
Unredeemed tickets ........................................................ 12,122 12,143
Current portion of reserve for injuries and damages ....................... 22,967 22,967
Current maturities of long-term debt ...................................... 5,852 7,970
------------ ------------
Total current liabilities .............................................. 130,840 135,623
Reserve for Injuries and Damages .............................................. 34,470 37,392
Long-Term Debt ................................................................ 180,631 225,688
Minority Interests ............................................................ 3,175 3,058
Other Liabilities ............................................................. 23,137 23,604
------------ ------------
Total liabilities ...................................................... 372,253 425,365
------------ ------------
Redeemable Preferred Stock (2,400,000 shares authorized and 1,746,886 shares
issued as of June 30, 1999; aggregate
liquidation preference $43,672) (Note 1) ............................... 43,672 --
Stockholders' Equity
Preferred stock (10,000,000 shares authorized as of December 31, 1998; par
value $.01)
8 1/2% Convertible Exchangeable Preferred Stock (2,760,000
shares authorized and 2,400,000 shares issued as of December 31,
1998; aggregate liquidation preference $60,000) (Note 1) ........... -- 60,000
Series A junior preferred stock (1,500,000 shares authorized as of
December 31, 1998; none issued) .................................... -- --
Common stock (100,000,000 shares authorized; par value $.01; 58,743,069
and 60,255,117 shares issued as of June 30, 1999 and December 31,
1998 respectively) ..................................................... 587 603
Capital in excess of par value ............................................ 380,290 237,441
Retained deficit .......................................................... (96,164) (71,761)
Accumulated Other Comprehensive Income, net of tax benefit of $3,181 ...... (7,519) (7,232)
Less: Treasury stock, at cost (109,192 shares at December 31, 1998) ....... -- (1,038)
------------ ------------
Total stockholders' equity ............................................. 277,194 218,013
------------ ------------
Total liabilities and stockholders' equity ......................... $ 693,119 $ 643,378
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
GREYHOUND LINES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING REVENUES
Transportation Services
Passenger services ........................ $ 190,801 $ 180,611 $ 354,489 $ 334,270
Package express ........................... 10,222 8,816 18,776 16,789
Food services and related ..................... 9,862 7,863 17,662 14,896
Other operating revenues ...................... 17,468 13,957 32,164 26,012
--------- --------- --------- ---------
Total operating revenues .............. 228,353 211,247 423,091 391,967
--------- --------- --------- ---------
OPERATING EXPENSES
Maintenance ................................... 21,457 20,655 42,905 40,535
Transportation ................................ 54,717 51,302 104,354 97,426
Agents' commissions and station costs ......... 42,644 38,378 82,625 73,552
Marketing, advertising and traffic ............ 7,246 6,865 14,237 13,906
Insurance and safety .......................... 12,642 12,799 24,372 24,442
General and administrative .................... 30,338 26,360 58,613 50,962
Depreciation and amortization ................. 10,982 9,403 20,739 17,842
Operating taxes and licenses .................. 14,329 14,164 28,697 27,666
Operating rents ............................... 18,205 16,133 36,893 31,897
Cost of goods sold - food services and related 6,410 5,136 11,765 9,905
Other operating expenses ...................... 685 696 1,605 1,381
--------- --------- --------- ---------
Total operating expense ............... 219,655 201,891 426,805 389,514
--------- --------- --------- ---------
Operating Income (Loss) .......................... 8,698 9,356 (3,714) 2,453
Settlement of Stock Options (see Note 3) ........ 1,365 -- 21,294 --
Interest Expense ................................. 5,377 7,305 11,657 13,959
--------- --------- --------- ---------
Income (Loss) Before Income Taxes ................ 1,956 2,051 (36,665) (11,506)
Income Tax Provision (Benefit) ................... 881 179 (16,472) (917)
Minority Interest ................................ 267 (83) 323 (91)
--------- --------- --------- ---------
Net Income (Loss) Before Extraordinary Item ...... 808 1,955 (20,516) (10,498)
Extraordinary Item (see Note 4) ................. -- -- 1,607 --
--------- --------- --------- ---------
Net Income (Loss) ................................ 808 1,955 (22,123) (10,498)
Preferred Dividends .............................. 988 1,296 2,277 2,592
--------- --------- --------- ---------
Net Income (Loss) Attributable to Common
Stockholders .................................... $ (180) $ 659 $ (24,400) $ (13,090)
========= ========= ========= =========
Net Income (Loss) Per Share of Common Stock:
Basic and Diluted
Net Income (Loss) Attributable to Common
Stockholders Before Extraordinary
Item .................................. $ 0.00 $ 0.01 $ (0.38) $ (0.22)
Extraordinary Item ........................ -- -- (0.03) --
--------- --------- --------- ---------
Net Income (Loss) Attributable to Common
Stockholders .......................... $ 0.00 $ 0.01 $ (0.41) $ (0.22)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
GREYHOUND LINES, INC. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ..................................................... $ (22,123) $ (10,498)
Extraordinary item ........................................... 1,607 --
Non-cash expenses and gains included in net loss ............. 3,557 14,919
Net change in certain operating assets and liabilities ...... 25,667 (19,928)
------------ ------------
Net cash provided by (used for) operating activities ..... 8,708 (15,507)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ......................................... (77,056) (10,750)
Buses purchased for sale and leaseback ....................... -- (27,502)
Proceeds from assets sold .................................... 364 240
Payments for business acquisitions, net of cash acquired ..... (7,420) (1,484)
Other investing activities ................................... (984) (301)
------------ ------------
Net cash used for investing activities ................... (85,096) (39,797)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on debt and capital lease obligations ............... (9,429) (2,952)
Redemption of preferred stock ................................ (21,768) --
Parent company capital contributions ......................... 149,312 --
Proceeds from exercise of options ............................ -- 2,437
Payment of quarterly preferred dividends ..................... (2,507) (2,592)
Net change in revolving credit facility ...................... (37,785) 58,853
------------ ------------
Net cash provided by financing activities ................ 77,823 55,746
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS ....................... 1,435 442
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................. 4,736 2,052
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................ $ 6,171 $ 2,494
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
GREYHOUND LINES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the unaudited Interim Consolidated Financial
Statements of Greyhound Lines, Inc. and Subsidiaries (the "Company") include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position as of June 30, 1999, the results
of its operations for the three and six months ended June 30, 1999 and 1998 and
cash flows for the six months ended June 30, 1999 and 1998. Due to the
seasonality of the Company's operations, the results of its operations for the
interim period ended June 30, 1999 may not be indicative of total results for
the full year. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
promulgated by the Securities and Exchange Commission. The unaudited Interim
Consolidated Financial Statements should be read in conjunction with the audited
Consolidated Financial Statements of Greyhound Lines, Inc. and Subsidiaries and
accompanying notes for the year ended December 31, 1998.
On March 16, 1999, the Company's shareholders approved the Agreement and Plan of
Merger ("Merger") with Laidlaw Inc. ("Laidlaw") and Laidlaw Transit Acquisition
Corp. ("Laidlaw Transit"). On that date, Laidlaw Transit was merged with and
into the Company, with the Company, as the surviving corporation, becoming a
subsidiary of Laidlaw. As a result of the Merger, Laidlaw became the sole holder
of the Company's Common Stock.
Pursuant to the Merger, the Greyhound Preferred Stock, of which 72.8% or
1,746,886 shares remain outstanding, is convertible into the right to receive
$33.33 in cash per share. As a result, the Preferred Stock has been classified
as Redeemable Preferred Stock for periods after March 16, 1999.
The consolidated financial statements of the Company do not reflect any purchase
accounting adjustments relating to the Merger.
2. SIGNIFICANT ACCOUNTING POLICIES
Earnings/Loss Per Share
Basic earnings (loss) per common share is calculated by dividing net income
(loss) attributable to common stockholders by the weighted average shares of
common stock of the Company ("Common Stock"). The calculation of diluted
earnings (loss) per share of Common Stock considers the effect of Common Stock
equivalents outstanding during the period, the conversion of the Company's 8
1/2% Convertible Subordinated Debentures due 2007 (the "Convertible Debentures")
and 8 1/2% Convertible Exchangeable Preferred Stock (the "Preferred Stock").
Common Stock equivalents represent the dilutive effect of the assumed exercise
of certain outstanding stock options. As a result of the Merger, the Company no
longer has any common stock options and the Preferred Stock and Convertible
Debentures are no longer convertible into Common Stock. For the three months
ended June 30, 1998, the assumed exercise of outstanding in-the-money stock
options is dilutive and thus the shares have been included in the weighted
average shares below. For the six months ended June 30, 1998, the assumed
exercise of outstanding in-the-money stock options and conversion of Convertible
Debentures and Preferred Stock have an anti-dilutive effect. As a result, these
shares are excluded from the final determination of the weighted average shares
outstanding.
8
<PAGE> 9
The earnings (loss) per share calculation reflect earnings attributable to
common shareholders after payment of preferred dividends. The following tables
detail the components utilized to calculate earnings per share for the three and
six months ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1999 SIX MONTHS ENDED JUNE 30, 1999
-------------------------------- ------------------------------
PER-SHARE PER-SHARE
NET LOSS SHARES AMOUNT NET LOSS SHARES AMOUNT
------------ ------------ --------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
BASIC AND DILUTED EARNINGS PER SHARE
Net Loss attributable to
common stockholders .......... $ (180,000) 58,743,069 $(0.00) $(24,400,000) 59,317,389 $(0.41)
============ ============ ====== ============ ============ =====
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1998 SIX MONTHS ENDED JUNE 30, 1998
-------------------------------- ------------------------------
PER-SHARE PER-SHARE
NET INCOME SHARES AMOUNT NET LOSS SHARES AMOUNT
------------ ------------ --------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Net Income (Loss) attributable to
common stockholders ........ $ 659,000 59,905,542 $0.01 $(13,090,000) 59,668,804 $(0.22)
============ ============ ===== ============ ============ =====
DILUTED EARNINGS PER SHARE
Net Income (Loss) attributable to
common stockholders ........ $ 659,000 62,658,296 $0.01 $(13,090,000) 59,668,804 $(0.22)
============ ============ ===== ============ ============ =====
</TABLE>
3. SETTLEMENT OF STOCK OPTIONS
As a result of the Merger, the Company incurred $21.3 million in charges related
to the settlement of the Company's outstanding stock options.
4. EXTRAORDINARY ITEM
Following the Merger, all amounts outstanding under the Revolving Credit
Facility were paid and the Revolving Credit Facility was terminated. As a
result, the Company recorded a $1.6 million charge in the first quarter of 1999,
net of a $1.3 million tax benefit, classified as an extraordinary item. This
charge is related to the write-off of previously incurred debt issuance costs
that were being amortized over the life of the Revolving Credit Facility. The
Revolving Credit Facility was paid with capital contributions from Laidlaw.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Greyhound is the only nationwide provider of scheduled intercity bus
transportation services in the United States. The Company's primary business
consists of scheduled passenger service, package express service and in-terminal
food services at certain terminals. The Company's consolidated operations
include a nationwide network of terminal and maintenance facilities, a fleet of
approximately 2,775 buses and approximately 1,800 sales outlets.
RESULTS OF OPERATIONS
The following table sets forth the Company's results of operations as a
percentage of total operating revenue for the three and six months ended June
30, 1999 and 1998:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Operating Revenues
Transportation services
Passenger services ........................... 83.6% 85.5% 83.8% 85.3%
Package express .............................. 4.5 4.2 4.4 4.3
Food services and related ......................... 4.3 3.7 4.2 3.8
Other operating revenues .......................... 7.6 6.6 7.6 6.6
----- ----- ----- -----
Total operating revenues ................. 100.0 100.0 100.0 100.0
Operating Expenses
Maintenance ....................................... 9.4 9.8 10.1 10.3
Transportation .................................... 24.0 24.3 24.7 24.9
Agents' commissions and station costs ............. 18.7 18.2 19.5 18.8
Marketing, advertising and traffic ................ 3.2 3.2 3.4 3.5
Insurance and safety .............................. 5.5 6.1 5.8 6.2
General and administrative ........................ 13.3 12.5 13.9 13.0
Depreciation and amortization ..................... 4.8 4.5 4.9 4.6
Operating taxes and licenses ...................... 6.3 6.7 6.8 7.1
Operating rents ................................... 8.0 7.6 8.7 8.1
Cost of goods sold - food services and related .... 2.8 2.4 2.8 2.5
Other operating expenses .......................... 0.2 0.2 0.3 0.4
----- ----- ----- -----
Total operating expenses ................. 96.2 95.5 100.9 99.4
----- ----- ----- -----
Operating Income (Loss) ............................. 3.8 4.5 (0.9) 0.6
Settlement of stock options ......................... 0.6 0.0 5.0 0.0
Interest Expense .................................... 2.3 3.5 2.8 3.5
----- ----- ----- -----
Income (Loss) Before Income Taxes ................... 0.9 1.0 (8.7) (2.9)
Income Tax Provision (Benefit) ...................... 0.4 0.1 (3.9) (0.2)
Minority Interest ................................... 0.1 0.0 0.1 0.0
----- ----- ----- -----
Net Income (Loss) Before Extraordinary Item ......... 0.4 0.9 (4.9) (2.7)
Extraordinary Item .................................. 0.0 0.0 0.4 0.0
----- ----- ----- -----
Net Income (Loss) Attributable to Common
Stockholders Before Preferred Dividends ............. 0.4 0.9 (5.3) (2.7)
Preferred Dividends ................................. 0.4 0.6 0.5 0.6
----- ----- ----- -----
Net Income (Loss) Attributable to Common
Stockholders ........................................ 0.0 0.3 (5.8) (3.3)
===== ===== ===== =====
</TABLE>
10
<PAGE> 11
The following table sets forth certain operating data for the Company for the
three and six months ended June 30, 1999 and 1998. Certain statistics have been
adjusted and restated from that previously published to provide consistent
comparisons.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, PERCENTAGE JUNE 30, PERCENTAGE
1999 1998 CHANGE 1999 1998 CHANGE
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total Bus Miles (000's)................. 86,116 80,581 6.9 163,461 151,748 7.7
Passenger Miles (000's)................. 2,191,615 1,994,057 9.9 4,014,518 3,685,955 8.9
Passengers Carried (000's).............. 5,998 5,589 7.3 11,408 10,564 8.0
Average Trip Length (passenger miles/
passengers carried).................. 365 357 2.2 352 349 0.9
Load (avg. number of passengers per
regular service mile)................ 26.3 25.5 3.1 25.3 25.0 1.2
Load Factor (% of available seats
filled).............................. 54.2 54.1 0.2 52.4 53.2 (1.5)
Yield (regular route
revenue/passenger miles)............ $0.0871 $0.0906 (3.9) $0.0884 $0.0907 (2.5)
Total Revenue Per Total Bus Mile....... 2.65 2.62 1.1 2.59 2.58 0.4
Cost Per Total Bus Mile:
Maintenance......................... $ 0.249 $ 0.256 (2.7) $0.262 $0.267 (1.9)
Transportation...................... 0.635 0.637 (0.3) 0.638 0.642 (0.6)
Insurance and Safety................ 0.147 0.159 (7.6) 0.149 0.161 (7.5)
</TABLE>
THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 RESULTS OF OPERATIONS
The Company's results of operations include the operating results of
Peoria-Rockford Bus Company, Autobuses Americanos, Autobuses Amigos, On-Time
Delivery and Larson Express (collectively the "acquisitions"). The purchases of
Peoria-Rockford Bus Company, Autobuses Americanos and Autobuses Amigos were
completed in the fourth quarter of 1998, the purchase of On-Time Delivery
occurred during the first quarter of 1999 and the purchase of Larson Express
occurred during the second quarter of 1999. The results for the acquisitions are
included as of their respective purchase dates.
Operating Revenues. Total operating revenues increased $17.1 million, up 8.1%,
and $31.1 million, up 7.9%, for the three and six months ended June 30, 1999,
compared to the same periods in 1998. Acquisitions accounted for $6.9 million
and $12.5 million of this growth for the three and six months, resulting in
internal growth of $10.2 million, or 4.8%, and $18.6 million, or 4.7%, for the
three and six months compared to the same periods in the prior year.
Passenger services revenues increased $10.2 million, up 5.6%, and $20.2 million,
up 6.0%, for the three and six months ended June 30, 1999, compared to the same
periods in 1998 (including $4.6 million and $8.9 million related to the
acquisitions). The increases in regular route revenues reflect the consolidated
impact of a 7.3% and 8.0% increase in the number of passengers carried for the
three and six months, combined with a 2.2% and 0.9% increase in average trip
length, partially offset by a 3.9% and 2.5% decrease in yield. The decrease in
yield is a reflection of the longer trip length and promotional pricing in the
long-haul corridors to meet airline competition.
Package express revenues increased $1.4 million, up 15.9%, and $2.0 million, up
11.8%, for the three and six months ended June 30, 1999, compared to the same
periods in 1998 (including $1.9 million and $2.9 million related to the
acquisitions). Excluding the acquisitions, the Company experienced a decline of
$0.5 million and $0.9 million for the three and six months ended June 30, 1999,
due to declines in our standard product offering (the traditional, low-value,
terminal to terminal market segment) offset somewhat by gains in same day and
priority product offerings. The declines in the standard offering are a result
of continued competition, as well as expanded product offerings (such as United
Parcel Service's guaranteed service "brown label" product), from larger next day
package delivery companies. In response, the Company is increasing its focus on
the same day delivery market niche through selling of priority service and the
creation of new product offerings such as our Daily Direct, a guaranteed same
day or early overnight service.
Food services revenues increased $2.0 million, up 25.4%, and $2.8 million, up
18.6%, for the three and six months ended June 30, 1999, compared to the same
periods in 1998. Food services revenues increased over the prior year
11
<PAGE> 12
due to the acquisition of eight in-terminal, concessionaire-operated locations
that were previously Burger King locations ($1.3 million and $1.4 million for
the three and six months ended June 30, 1999), the increase in passenger traffic
discussed above, and increased phone card sales.
Other operating revenues, consisting primarily of revenue from charter and other
in-terminal sales and services, increased $3.5 million, up 25.2%, and $6.2
million, up 23.7%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998. Excluding the acquisitions, the increase was due to
increases in tenant income primarily as a result of the Peter Pan Pool,
initiated on January 12, 1999, which results in income to the Company for
sharing its terminal space and an increase in charter service revenue of $1.2
million, up 26.0%, and $2.3 million, up 29.2%, for the three and six months
ended June 30, 1999.
Operating Expenses. Total operating expenses increased $17.8 million, up 8.8%,
and $37.3 million, up 9.6%, for the three and six months ended June 30, 1999,
compared to the same periods in 1998. The increase is attributable to an
increase in bus miles operated (6.9% and 7.7% for the three and six months ended
June 30, 1999 compared to the same periods in 1998), driver wage increases,
increased terminal salaries, increased ticket commissions due to higher sales,
an increase in the number of buses operated under operating leases, and $6.2
million and $11.5 million for the three and six months ended June 30, 1999,
related to the operations of the acquisitions.
Maintenance costs increased $0.8 million, up 3.9%, and $2.4 million, up 5.8%,
due to increased bus miles and the inclusion of the acquisitions. Despite these
increases, maintenance costs decreased on a cost per bus mile basis.
Transportation expenses increased $3.4 million, up 6.7%, and $6.9 million, up
7.1%, for the three and six months ended June 30, 1999, compared to the same
periods in 1998 due to increased bus miles operated, an additional driver wage
increase above normal annual increases due to renegotiation of the union
contract in October 1998, and the inclusion of the acquisitions. The increased
expenses were partially offset by a decrease in the cost per gallon of diesel
fuel for the six months ended June 30, 1999, with no savings in the quarter as
fuel prices have increased to 1998 levels. The average cost per gallon of fuel
decreased to $0.53 for the six months ended June 30, 1999, compared to $0.57 per
gallon during the same period in 1998. The lower fuel prices resulted in fuel
cost savings of $1.1 million for the six months ended June 30, 1999, compared to
the prior year.
Agents' commissions and station costs increased $4.3 million, up 11.1%, and $9.1
million, up 12.3%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998 primarily due to commissions associated with increased
ticket sales, annual wage increases for terminal staff and the inclusion of the
acquisitions. Additionally, the Peter Pan Pool increased terminal wages as the
increase in sales resulted in increased staffing needs. Income from the Peter
Pan Pool that offsets these costs is reflected in other operating revenue.
Marketing, advertising and traffic expense increased $0.4 million, up 5.5%, and
$0.3 million, up 2.4%, for the three and six months ended June 30, 1999,
compared to the same periods in 1998 but were virtually unchanged as a
percentage of total revenues.
Insurance and safety costs decreased $0.2 million, down 1.2%, and $0.1 million,
down 0.3%, for the three and six months ended June 30, 1999, compared to the
same periods in 1998. Despite increased miles and the inclusion of the
acquisitions, expenses have decreased as the Company is experiencing favorable
trends due to safety programs.
General and administrative expenses increased $4.0 million, up 15.1%, and $7.7
million, up 15.0%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998 due primarily to increased expenses associated with
remediation of the Company's computer systems related to the Year 2000 issue,
the inclusion of the acquisitions and additions in administrative personnel. For
the three and six months ended June 30, 1999, Year 2000 expenses totaled $1.4
million and $2.7 million, respectively.
Depreciation and amortization increased $1.6 million, up 16.8%, and $2.9
million, up 16.2%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998 due primarily to depreciation and goodwill amortization
attributable to the acquisitions and depreciation related to increased capital
expenditures in current and prior periods. Additionally, the Company has
purchased 50 buses that were previously under operating leases.
Operating taxes and licenses expense increased $0.2 million, up 1.2%, and $1.0
million, up 3.7%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998. This increase results from higher payroll
12
<PAGE> 13
taxes due to increased salaries, wages and head-counts related to higher
business volume and the inclusion of the acquisitions.
Operating rents increased $2.1 million, up 12.8%, and $5.0 million, up 15.7%,
for the three and six months ended June 30, 1999, compared to the same periods
in 1998 due to the inclusion of the acquisitions, combined with an increase in
the number of buses financed under operating leases and increased facility
rents.
Food services cost of goods sold increased $1.3 million, up 24.8%, and $1.9
million, up 18.8%, for the three and six months ended June 30, 1999, compared to
the same periods in 1998, primarily due to the 25.4% and 18.6% increase in Food
services revenues for the same periods.
As a result of Laidlaw Inc. ("Laidlaw") acquiring the Company, the Company
incurred $21.3 million in charges related to the settlement of the Company's
outstanding stock options.
Interest expense decreased $1.9 million, down 26.4%, and $2.3 million, down
16.5%, for the three and six months ended June 30, 1999, compared to the same
periods in 1998. The decrease is the result of a lower outstanding balance on
the Company's Revolving Credit Facility through March 16, 1999. Additionally, on
March 17, 1999, subsequent to the acquisition of the Company by Laidlaw, all
amounts outstanding under the Revolving Credit Facility were paid and the
Revolving Credit Facility was terminated.
Additionally, the Company had an extraordinary item in March. This was a $1.6
million charge, net of tax benefit of $1.3 million, related to the termination
of the Company's Revolving Credit Facility, which included the write-off of
previously incurred debt issuance costs that were being amortized over the life
of the Revolving Credit Facility. The Revolving Credit Facility was paid with
capital contributions from Laidlaw.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity requirements are to provide working capital,
to finance capital expenditures, including bus acquisitions, to meet debt
service requirements, including the payment of interest on the 11 1/2% Senior
Notes and to pay Preferred Stock dividends. The Company's principal sources of
liquidity are expected to be cash flow from operations and funds provided by
Laidlaw. The Company believes that its cash flow from operations, together with
funds provided by Laidlaw will be sufficient to meet its liquidity needs.
Operating activities produced cash of $8.7 million for the six months ended June
30, 1999. This is an improvement of $24.2 million from $15.5 million of cash
used by operating activities in 1998. Net cash used by operating activities
during the six months ended June 30, 1999, were negatively impacted by the $21.3
million payments for settlement of stock options, offset by a $23.8 million
reduction in insurance deposits which were obtained following the issuance by
Laidlaw of letters of credit and $12.2 million in security deposit returns due
to an improved credit rating as a result of the Merger. Net cash used for
investing activities increased $45.3 million, to $85.1 million in 1999 from
$39.8 million in 1998, principally due to $7.4 million in payments for business
acquisitions combined with a $38.8 million increase in capital expenditures. Net
cash provided by financing activities increased $22.1 million to $77.8 million
in 1999 from $55.7 million in 1998. This increase can primarily be attributed to
the $149.3 million capital contribution provided by the Company's parent. This
increase was partially offset by the retirement of the $37.8 million related to
the Revolving Credit Facility and $21.8 million of Preferred Stock conversions.
As a result of the Laidlaw acquisition of the Company, the Company made a
one-time offer to repurchase all or any part of each holder's 11 1/2% Senior
Notes at a price equal to 101% of the principal amount thereof plus interest,
which was accepted by no holders of these notes. Additionally, the Company made
a one-time offer to repurchase all or any part of each holder's Convertible
Debentures at a price equal to 100% of the principal amount thereof plus
interest, which was accepted in July by holders of $3.7 million of the
outstanding $9.8 million. Also, the Preferred Stock became convertible into
$33.33 in cash for each share of Preferred Stock, which is in excess of the
liquidation preference.
13
<PAGE> 14
SUBSTANTIAL LEVERAGE AND SEASONALITY
The Company has consolidated indebtedness that is substantial in relation to its
stockholders' equity. As of June 30, 1999, the Company had outstanding
consolidated long-term indebtedness (including current portions) of
approximately $186.5 million and total stockholders' equity of approximately
$277.2 million. The seasonal fluctuations in the Company's cash flows can be
significant. Generally, the first quarter and most of the second quarter are
loss periods requiring the financing of substantial cash outflows for
operations. However, the last half of the year (primarily the third quarter)
provides substantial positive cash flows.
COMPUTER SYSTEMS / YEAR 2000 READINESS
Many existing computer systems, communications equipment, control devices and
software products, including several used by the Company, are coded to accept
only two-digit entries in the date code field. Beginning in the year 2000, these
date code fields will need to accept four-digit entries to distinguish 21st
century dates from 20th century dates. As a result, the Company's date critical
functions related to the year 2000 and beyond, such as scheduling, dispatch,
sales, purchasing, planning and financial systems may be materially adversely
affected unless these systems are or become year 2000 ready.
During the past three years, the Company has been replacing or upgrading its
computer systems to improve operating efficiencies. Through some of these
efforts, year 2000 ready applications or systems have been installed. The
Company is preparing both its information technology ("IT") systems and its
non-IT, technology enabled systems for the year 2000 by implementing the year
2000 Readiness Process, comprised of five phases: Assessment, Planning,
Implementation, Testing and Clean Management.
The first phase is an assessment of the Company's systems with respect to year
2000 readiness. During the Assessment phase, the Company, with the assistance of
consultants, reviews individual applications and the hardware and network
infrastructure supporting those applications. The assessment also includes
non-"information technology" (non-IT) systems, such as fax machines, time clocks
and bus maintenance test equipment. A comprehensive review and inventory of
non-IT technology enabled equipment and functions will be completed in this
phase. The assessment of all of the Company's IT systems was completed during
the third quarter of 1998. The assessment of a substantial majority of the
Company's non-IT systems have been completed and the remainder will be completed
in the third quarter of 1999. The Assessment phase also involves an assessment
of the readiness of third party vendors and suppliers. The Company has already
issued year 2000 readiness questionnaires to some vendors and will continue this
effort. However, responses to these inquiries have been limited. Nevertheless,
as a normal course of business, the Company has contingency plans in place to
deal with failures of most of the critical third-party systems. Where such
contingency plans are not in place, the Company is in the process of developing
those plans.
The purpose of the Planning phase is to develop a detailed set of plans for
bringing the Company's systems to year 2000 readiness. The Company first
developed plans to prepare individual applications and platforms for year 2000
readiness. These individual plans were then consolidated into an overall plan
for remediation of the IT systems. Priority has been given to the mission
critical functions. For those non-mission critical systems that might not be
ready for the year 2000, the overall plan calls for the development of
contingency plans to minimize disruption to the business. The overall plan for
IT systems was completed during the fourth quarter of 1998. The planning phase
for non-IT systems is targeted for completion in the third quarter of 1999,
following the completion of the Company's non-IT systems Assessment Phase.
In the Implementation phase, the Company will bring the IT systems to a state of
readiness as stand-alone units. Each application and its supporting
infrastructure components will be remediated, replaced or upgraded, as
appropriate. Each application will be tested to ensure the accuracy of current
functionality and to ensure the continuance of the functionality into the year
2000 and beyond. To date, most of the infrastructure components and the majority
of applications have been remediated. The Company completed the Implementation
phase for mission critical IT systems in the second quarter of 1999. Non-mission
critical IT systems and non-IT systems are expected to be made year 2000 ready
by the end of third quarter of 1999.
The Testing phase is the most complicated phase of the year 2000 Readiness
Process. In this phase, IT systems are tested for year 2000 readiness, meaning
that a series of tests using the same data but different dates is performed to
14
<PAGE> 15
ensure readiness of the IT systems both prior to and after the year 2000.
Testing of individual infrastructure components and applications will continue
with the majority of testing completed by the third quarter of 1999.
Clean Management is confirming that any newly acquired components or
applications are deemed year 2000 ready before their introduction into the
Company. The Clean Management phase of the year 2000 Readiness Process is
conducted at the same time as all other phases.
The Company currently has a disaster recovery plan that has put contingency
planning in place to address problems that might occur in the ordinary course of
business. However, the Company is starting to re-evaluate its contingency
planning for critical operational areas that might be specifically affected by
the year 2000 problem if the Company or suppliers are not ready. Throughout
1999, the Company will review the extent to which contingency plans may be
required for any third parties that do not achieve year 2000 readiness, and the
Company expects to complete those necessary contingency plans by the third
quarter of 1999.
The Company's total costs related to year 2000 assessment and remediation are
based on presently available information. The total remaining costs related to
the year 2000 assessment and remediation efforts are estimated to be between
$7.0 million and $9.0 million, including internal salaries that would be
incurred without remediation efforts. The Company estimates that approximately
half of this amount will be capitalized, with the remainder being expensed as
incurred. These costs will be funded through operating cash flows or from funds
provided by Laidlaw. Since the Company has been replacing and upgrading its
computer systems in the ordinary course of business, the Company cannot estimate
the costs incurred to date related specifically to remediating year 2000 issues.
The costs of the Company's year 2000 readiness project and the date on which the
Company plans to complete the year 2000 modifications are based on management's
estimates, which were derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third-party
modification plans and other factors. The year 2000 issues present a number of
risks that are beyond the Company's reasonable control, such as the failure of
utility companies to deliver electricity, the failure of telecommunications
companies to provide voice and data services, the failure of financial
institutions to process transactions and transfer funds, and the impact on the
Company of the effects of year 2000 issues on the economy in general or on the
Company's business partners and customers. Although the Company believes that
its year 2000 readiness program is designed appropriately to identify and
address those year 2000 issues that are subject to the Company's reasonable
control, the Company can make no assurance that its efforts will be fully
effective or that the year 2000 issues will not have a material adverse effect
on the Company's business, financial condition or results of operations.
OTHER
There were no other material changes in the Company's financial condition nor
were there any substantive changes relative to matters discussed in the
Liquidity and Capital Resources section of Management's Discussion and Analysis
of Financial Condition and Results of Operations as presented in the Company's
annual 10-K for the year ended December 31, 1998.
15
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
4.1 - Third Supplemental Indenture dated as of February 1, 1999, between the
Registrant and Chase Manhattan Trust Company as Trustee.
4.2 - Fourth Supplemental Indenture dated as of May 14, 1999, between the
Registrant and Chase Manhattan Trust Company as Trustee.
27 - Financial Data Schedule as of and for the six months ended
June 30, 1999. (1)
- ------------------------
(1) Filed only in EDGAR format with the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.
(b) REPORTS ON FORM 8-K
During the three months ended June 30, 1999, the Company did not file any
current reports on Form 8-K with the Securities and Exchange Commission.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 11, 1999
GREYHOUND LINES, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
ATLANTIC GREYHOUND LINES OF
VIRGINIA, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
GLI HOLDING COMPANY
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
GREYHOUND de MEXICO S.A. de C.V.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
GRUPO CENTRO, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
LOS BUENOS LEASING CO., INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
17
<PAGE> 18
SISTEMA INTERNACIONAL de TRANSPORTE
de AUTOBUSES, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
TEXAS, NEW MEXICO & OKLAHOMA
COACHES, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
T.N.M. & O. TOURS, INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
VERMONT TRANSIT CO., INC.
By: /s/ Jeffrey W. Sanders
-------------------------------
Jeffrey W. Sanders
Senior Vice President and Chief
Financial Officer
18
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 - Third Supplemental Indenture dated as of February 1, 1999, between the
Registrant and Chase Manhattan Trust Company as Trustee.
4.2 - Fourth Supplemental Indenture dated as of May 14, 1999, between the
Registrant and Chase Manhattan Trust Company as Trustee.
27 - Financial Data Schedule as of and for the six months ended
June 30, 1999. (1)
</TABLE>
- ------------------------
(1) Filed only in EDGAR format with the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.
<PAGE> 1
EXHIBIT 4.1
- -------------------------------------------------------------------------------
GREYHOUND LINES, INC.
and
THE GUARANTOR NAMED HEREIN
-------------------------------------------
SERIES A AND SERIES B
11 1/2 % SENIOR NOTES DUE 2007
-------------------------------------------
-------------------------------------------
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 1999
-------------------------------------------
CHASE MANHATTAN TRUST COMPANY
Trustee
- -------------------------------------------------------------------------------
<PAGE> 2
This THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 1999, among
Greyhound Lines, Inc., a Delaware corporation (the "Company"), the party
identified under the caption "Guarantor" on the signature pages hereto (the
"Guarantor") and Chase Manhattan Trust Company (successor to PNC Bank, National
Association), as Trustee.
RECITALS
WHEREAS, the Company and PNC Bank, National Association entered into an
Indenture, dated as of April 16, 1997 (the "Indenture"), pursuant to which the
Company issued $150,000,000 in principal amount of 11 1/2% Senior Notes due 2007
(the "Notes"); and
WHEREAS, Section 9.01(e) of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture in order to execute a
guarantee (a "Subsidiary Guarantee") to comply with Section 10.02 thereof
without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the Certificate of Incorporation and the Bylaws of the Company, of the Guarantor
and of the Trustee necessary to make this Third Supplemental Indenture a valid
instrument legally binding on the Company, the Guarantor and the Trustee, in
accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantor and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Notes as follows:
ARTICLE I
SECTION 1.01. This Third Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.
SECTION 1.02. This Third Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantor and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.02 and by executing this
Third Supplemental Indenture and the accompanying Subsidiary Guarantee (a copy
of which is attached hereto), the Guarantor whose signature appears below is
subject to the provisions of the Indenture to the extent provided for in Article
10 thereunder.
1
<PAGE> 3
ARTICLE 3
SECTION 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.
SECTION 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Third Supplemental Indenture. This
Third Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
SECTION 3.03. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE, THE NOTES AND THE
SUBSIDIARY GUARANTEES.
SECTION 3.04. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date first written
above.
GREYHOUND LINES, INC.
By:
-------------------------------
Name: Craig R. Lentzsch
Title: President and CEO
GUARANTOR:
ON TIME DELIVERY SERVICE, INC.
By:
-------------------------------
Name: Jeffrey W. Sanders
Title: Chief Financial Officer
2
<PAGE> 4
CHASE MANHATTAN TRUST COMPANY,
AS TRUSTEE
By:
-------------------------------
Name: Sheila Wallbridge
Title: Assistant Vice President
3
<PAGE> 5
Attachment to Third
Supplemental Indenture
SUBSIDIARY GUARANTEE
Subject to Section 10.06 of the Indenture, the undersigned
Guarantor hereby unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the, Indenture,
the Notes and the Obligations of the Company under the Notes or under the
Indenture, that: (a) the principal of, premium, if any, interest and Liquidated
Damages, if any, on the Notes will be promptly paid in full when due, subject to
any applicable grace period, whether at maturity, by acceleration, redemption or
otherwise, and interest on overdue principal, premium, if any, (to the extent
permitted by law) interest on any interest, if any, and Liquidated Damages, if
any, on the Notes and all other payment Obligations of the Company to the
Holders or the Trustee under the Indenture or under the Notes will be promptly
paid in full and performed, all in accordance with the terms thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other payment Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration,
redemption or otherwise. Failing payment when so due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. An Event of Default under the Indenture
or the Notes shall constitute an event of default under this Subsidiary
Guarantee, and shall entitle the Holders to accelerate the Obligations of the
Guarantor hereunder in the same manner and to the same extent as the Obligations
of the Company. The Guarantor hereby agrees that its Obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the Obligations contained in the Notes and the
Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor, or any Note Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor agrees that it shall
not be entitled to, and hereby waives, any right of subrogation in relation to
the Holders in respect of any Obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (a) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other
<PAGE> 6
prohibition preventing such acceleration in respect of the Obligations
guaranteed thereby, and (b) in the event of any declaration of acceleration of
such Obligations as provided in Article 6 of the Indenture, such Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purpose of this Subsidiary Guarantee. The Guarantor shall have
the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantees.
The obligations of the Guarantor to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 10 of the Indenture are incorporated herein by reference. This
Subsidiary Guarantee is subject to release as and to the extent provided in
Sections 10.04 and 10.05 of the Indenture.
This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Subsidiary
Guarantee of payment and not a guarantee of collection.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee or an
authenticating agent under the Indenture by the manual signature of one of its
authorized officers.
For purposes hereof, the Guarantor's liability shall be limited
to the lesser of (i) the aggregate amount of the Obligations of the Company
under the Notes and the Indenture and (ii) the amount, if any, which would not
have (A) rendered the Guarantor "insolvent" (as such term is defined in the
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(B) left the Guarantor with unreasonably small capital at the time its
Subsidiary Guarantee of the Notes was entered into; provided that, it will be a
presumption in any lawsuit or other proceeding in which the Guarantor is a party
that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount
set forth in clause (i) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of
the Guarantor, otherwise proves in such a lawsuit that the aggregate liability
of the Guarantor is limited to the amount set forth in clause (ii) above. The
Indenture provides that, in making any determination as to the solvency or
sufficiency of capital of the Guarantor in accordance with the previous
sentence, the right of the Guarantor to contribution from other Guarantors and
any other rights such Guarantors may have, contractual or otherwise, shall be
taken into account.
2
<PAGE> 7
Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.
[GUARANTOR]
By:
-----------------------------
Name:
Title:
3
<PAGE> 8
SUBSIDIARY GUARANTEE
Subject to Section 10.06 of the Indenture, the undersigned Guarantor
hereby unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the, Indenture, the Notes and
the Obligations of the Company under the Notes or under the Indenture, that: (a)
the principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on overdue principal, premium, if any, (to the extent permitted by law)
interest on any interest, if any, and Liquidated Damages, if any, on the Notes
and all other payment Obligations of the Company to the Holders or the Trustee
under the Indenture or under the Notes will be promptly paid in full and
performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
payment Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration,
redemption or otherwise. Failing payment when so due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. An Event of Default under the Indenture
or the Notes shall constitute an event of default under this Subsidiary
Guarantee, and shall entitle the Holders to accelerate the Obligations of the
Guarantor hereunder in the same manner and to the same extent as the Obligations
of the Company. The Guarantor hereby agrees that its Obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the Obligations contained in the Notes and the
Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor, or any Note Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor agrees that it shall
not be entitled to, and hereby waives, any right of subrogation in relation to
the Holders in respect of any Obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (a) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed thereby, and (b) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 of the Indenture, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of this Subsidiary Guarantee. The
Guarantor shall have
<PAGE> 9
the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantees.
The obligations of the Guarantor to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 10 of the Indenture are incorporated herein by reference. This
Subsidiary Guarantee is subject to release as and to the extent provided in
Sections 10.04 and 10.05 of the Indenture.
This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Subsidiary
Guarantee of payment and not a guarantee of collection.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee or an
authenticating agent under the Indenture by the manual signature of one of its
authorized officers.
For purposes hereof, the Guarantor's liability shall be limited
to the lesser of (i) the aggregate amount of the Obligations of the Company
under the Notes and the Indenture and (ii) the amount, if any, which would not
have (A) rendered the Guarantor "insolvent" (as such term is defined in the
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(B) left the Guarantor with unreasonably small capital at the time its
Subsidiary Guarantee of the Notes was entered into; provided that, it will be a
presumption in any lawsuit or other proceeding in which the Guarantor is a party
that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount
set forth in clause (i) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of
the Guarantor, otherwise proves in such a lawsuit that the aggregate liability
of the Guarantor is limited to the amount set forth in clause (ii) above. The
Indenture provides that, in making any determination as to the solvency or
sufficiency of capital of the Guarantor in accordance with the previous
sentence, the right of the Guarantor to contribution from other Guarantors and
any other rights such Guarantors may have, contractual or otherwise, shall be
taken into account.
E-2
<PAGE> 10
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
GUARANTOR:
ON TIME DELIVERY SERVICE, INC.
By:
--------------------------------
Name:
Title:
E-3
<PAGE> 1
EXHIBIT 4.2
- -------------------------------------------------------------------------------
GREYHOUND LINES, INC.
and
THE GUARANTOR NAMED HEREIN
-------------------------------------------
SERIES A AND SERIES B
11 1/2 % SENIOR NOTES DUE 2007
-------------------------------------------
-------------------------------------------
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MAY 14, 1999
-------------------------------------------
CHASE MANHATTAN TRUST COMPANY, N.A.
Trustee
- -------------------------------------------------------------------------------
<PAGE> 2
This FOURTH SUPPLEMENTAL INDENTURE, dated as of May 14, 1999, among
Greyhound Lines, Inc., a Delaware corporation (the "Company"), the party
identified under the caption "Guarantor" on the signature pages hereto (the
"Guarantor") and Chase Manhattan Trust Company, N.A. (successor to PNC Bank,
National Association), as Trustee.
RECITALS
WHEREAS, the Company and PNC Bank, National Association entered into an
Indenture, dated as of April 16, 1997 (the "Indenture"), pursuant to which the
Company issued $150,000,000 in principal amount of 11 1/2% Senior Notes due 2007
(the "Notes"); and
WHEREAS, Section 9.01(e) of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture in order to execute a
guarantee (a "Subsidiary Guarantee") to comply with Section 10.02 thereof
without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the Certificate of Incorporation and the Bylaws of the Company, of the Guarantor
and of the Trustee necessary to make this Fourth Supplemental Indenture a valid
instrument legally binding on the Company, the Guarantor and the Trustee, in
accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantor and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Notes as follows:
ARTICLE I
SECTION 1.01. This Fourth Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.
SECTION 1.02. This Fourth Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantor and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.02 and by executing this
Fourth Supplemental Indenture and the accompanying Subsidiary Guarantee (a copy
of which is attached hereto), the Guarantor whose signature appears below is
subject to the provisions of the Indenture to the extent provided for in Article
10 thereunder.
1
<PAGE> 3
ARTICLE 3
SECTION 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.
SECTION 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Fourth Supplemental Indenture. This
Fourth Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
SECTION 3.03. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE, THE NOTES AND THE
SUBSIDIARY GUARANTEES.
SECTION 3.04. The parties may sign any number of copies of this Fourth
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first written
above.
GREYHOUND LINES, INC.
By:
-------------------------------
Name: Craig R. Lentzsch
Title: President and CEO
GUARANTOR:
LSX DELIVERY, L.L.C.
ON TIME DELIVERY SERVICE, INC.
By:
-------------------------------
Name: Jeffrey W. Sanders
Title: Chief Financial Officer
2
<PAGE> 4
CHASE MANHATTAN
TRUST COMPANY, N.A.
AS TRUSTEE
By:
-------------------------------
Name:
Title:
3
<PAGE> 5
Attachment to Fourth
Supplemental Indenture
SUBSIDIARY GUARANTEE
Subject to Section 10.06 of the Indenture, the undersigned Guarantor
hereby unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the, Indenture, the Notes and
the Obligations of the Company under the Notes or under the Indenture, that: (a)
the principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on overdue principal, premium, if any, (to the extent permitted by law)
interest on any interest, if any, and Liquidated Damages, if any, on the Notes
and all other payment Obligations of the Company to the Holders or the Trustee
under the Indenture or under the Notes will be promptly paid in full and
performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
payment Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration,
redemption or otherwise. Failing payment when so due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. An Event of Default under the Indenture
or the Notes shall constitute an event of default under this Subsidiary
Guarantee, and shall entitle the Holders to accelerate the Obligations of the
Guarantor hereunder in the same manner and to the same extent as the Obligations
of the Company. The Guarantor hereby agrees that its Obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the Obligations contained in the Notes and the
Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor, or any Note Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor agrees that it shall
not be entitled to, and hereby waives, any right of subrogation in relation to
the Holders in respect of any Obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (a) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed thereby, and (b)
<PAGE> 6
in the event of any declaration of acceleration of such Obligations as provided
in Article 6 of the Indenture, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of this
Subsidiary Guarantee. The Guarantor shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Subsidiary Guarantees.
The obligations of the Guarantor to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 10 of the Indenture are incorporated herein by reference. This
Subsidiary Guarantee is subject to release as and to the extent provided in
Sections 10.04 and 10.05 of the Indenture.
This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Subsidiary
Guarantee of payment and not a guarantee of collection.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee or an
authenticating agent under the Indenture by the manual signature of one of its
authorized officers.
For purposes hereof, the Guarantor's liability shall be limited
to the lesser of (i) the aggregate amount of the Obligations of the Company
under the Notes and the Indenture and (ii) the amount, if any, which would not
have (A) rendered the Guarantor "insolvent" (as such term is defined in the
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(B) left the Guarantor with unreasonably small capital at the time its
Subsidiary Guarantee of the Notes was entered into; provided that, it will be a
presumption in any lawsuit or other proceeding in which the Guarantor is a party
that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount
set forth in clause (i) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of
the Guarantor, otherwise proves in such a lawsuit that the aggregate liability
of the Guarantor is limited to the amount set forth in clause (ii) above. The
Indenture provides that, in making any determination as to the solvency or
sufficiency of capital of the Guarantor in accordance with the previous
sentence, the right of the Guarantor to contribution from other Guarantors and
any other rights such Guarantors may have, contractual or otherwise, shall be
taken into account.
2
<PAGE> 7
Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.
[GUARANTOR]
By:
-------------------------------
Name:
Title:
3
<PAGE> 8
SUBSIDIARY GUARANTEE
Subject to Section 10.06 of the Indenture, the undersigned Guarantor
hereby unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the, Indenture, the Notes and
the Obligations of the Company under the Notes or under the Indenture, that: (a)
the principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on overdue principal, premium, if any, (to the extent permitted by law)
interest on any interest, if any, and Liquidated Damages, if any, on the Notes
and all other payment Obligations of the Company to the Holders or the Trustee
under the Indenture or under the Notes will be promptly paid in full and
performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
payment Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration,
redemption or otherwise. Failing payment when so due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. An Event of Default under the Indenture
or the Notes shall constitute an event of default under this Subsidiary
Guarantee, and shall entitle the Holders to accelerate the Obligations of the
Guarantor hereunder in the same manner and to the same extent as the Obligations
of the Company. The Guarantor hereby agrees that its Obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the Obligations contained in the Notes and the
Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor, or any Note Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor agrees that it shall
not be entitled to, and hereby waives, any right of subrogation in relation to
the Holders in respect of any Obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (a) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed thereby, and (b) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 of the Indenture, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of this Subsidiary Guarantee. The
Guarantor shall have
<PAGE> 9
the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantees.
The obligations of the Guarantor to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 10 of the Indenture are incorporated herein by reference. This
Subsidiary Guarantee is subject to release as and to the extent provided in
Sections 10.04 and 10.05 of the Indenture.
This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Subsidiary
Guarantee of payment and not a guarantee of collection.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee or an
authenticating agent under the Indenture by the manual signature of one of its
authorized officers.
For purposes hereof, the Guarantor's liability shall be limited
to the lesser of (i) the aggregate amount of the Obligations of the Company
under the Notes and the Indenture and (ii) the amount, if any, which would not
have (A) rendered the Guarantor "insolvent" (as such term is defined in the
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(B) left the Guarantor with unreasonably small capital at the time its
Subsidiary Guarantee of the Notes was entered into; provided that, it will be a
presumption in any lawsuit or other proceeding in which the Guarantor is a party
that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount
set forth in clause (i) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of
the Guarantor, otherwise proves in such a lawsuit that the aggregate liability
of the Guarantor is limited to the amount set forth in clause (ii) above. The
Indenture provides that, in making any determination as to the solvency or
sufficiency of capital of the Guarantor in accordance with the previous
sentence, the right of the Guarantor to contribution from other Guarantors and
any other rights such Guarantors may have, contractual or otherwise, shall be
taken into account.
E-2
<PAGE> 10
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
GUARANTOR:
LSX DELIVERY, L.L.C.
By:
-------------------------------
Name: Jeffrey W. Sanders
Title: Chief Financial Officer
E-3
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000813040
<NAME> GREYHOUND LINES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 6,171
<SECURITIES> 0
<RECEIVABLES> 45,184
<ALLOWANCES> 188
<INVENTORY> 6,678
<CURRENT-ASSETS> 105,556
<PP&E> 579,008
<DEPRECIATION> 163,101
<TOTAL-ASSETS> 693,119
<CURRENT-LIABILITIES> 130,840
<BONDS> 180,631
43,672
0
<COMMON> 587
<OTHER-SE> 276,607
<TOTAL-LIABILITY-AND-EQUITY> 693,119
<SALES> 0
<TOTAL-REVENUES> 423,091
<CGS> 0
<TOTAL-COSTS> 277,941
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,657
<INCOME-PRETAX> (36,665)
<INCOME-TAX> (16,472)
<INCOME-CONTINUING> (22,123)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,607
<CHANGES> 0
<NET-INCOME> (24,400)
<EPS-BASIC> (0.41)
<EPS-DILUTED> (0.41)
</TABLE>
