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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 13, 1996
COMMISSION FILE NUMBER 0-25990
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INTRAV, INC.
(Exact name of registrant as specified in its charter)
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MISSOURI 43-1323155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7711 BONHOMME AVENUE, ST. LOUIS, MISSOURI 63105
(Address of principal executive offices)
(314) 727-0500
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
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Intrav, Inc. (the "Company") issued a news release on November 13, 1996, with
respect to its proposed acquisition of Clipper Cruise Line. This news
release is incorporated herein by reference to Exhibit 99 attached hereto.
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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.
INTRAV, INC.
(Registrant)
Date: November 20, 1996 /s/ Michael A. DiRaimondo
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Michael A. DiRaimondo
Senior Vice President and Chief Financial
Officer
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EXHIBIT INDEX
These exhibits are numbered in accordance with the Exhibit Index of Item 601
of Regulation S-K:
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<CAPTION>
Exhibit No. Description
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<C> <S>
99 News Release of November 13, 1996
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INTRAV ANNOUNCES ACQUISITION OF CLIPPER CRUISE LINE
ST. LOUIS (November 13, 1996) -- The Board of Directors of
INTRAV(Nasdaq:TRAV) today approved the acquisition of Clipper Cruise Line.
Clipper Cruise Line designs and operates unique cruise itineraries
aboard its two ships, M/V Yorktown Clipper and M/V Nantucket Clipper, along
the coastal waterways of the United States and Canada, and in the Caribbean.
Prestigious Conde Nast Traveler magazine recently ranked Clipper Cruise Line
among the ten best cruise lines in the world for the second consecutive year.
Clipper is the only all American ship company to be so honored.
Projected net cruise revenues from Clipper Cruise Line's 1996
operations are anticipated to be approximately $20.2 million.
The Stock Purchase Agreement includes an initial payment of $10.2
million and provides that INTRAV pay $5.0 million of indebtedness owed by the
Clipper Cruise Line operating companies. These amounts are subject to
adjustment under the agreement. An additional payment of up to $3.0 million
may be paid to the extent the cumulative net cruise revenues of the Clipper
Cruise Line operation exceed $70.0 million by December 31, 2000. The seller
of Clipper Cruise Line is a company controlled by Barney A. Ebsworth,
Chairman of the Board and major stockholder of INTRAV. INTRAV will finance
the acquisition from its current working capital, with the possible
utilization of the Company's revolving credit facility. The transaction is
expected to be completed by December 31, 1996. Stifel, Nicolaus & Company of
St. Louis issued an opinion to the Board of Directors, as to the fairness to
the shareholders of the Company, from a financial point of view, of the
consideration to be paid to acquire Clipper.
"We feel the acquisition of Clipper Cruise Line enhances the overall
value and earnings potential of INTRAV. The profile of Clipper's travelers
is consistent with that of INTRAV and the cash flow characteristics of
Clipper's operations will enhance INTRAV's cash generation capabilities and
strong balance sheet," said Larry R. Nolan, President and Chief Executive
Officer.
The matters contained in this news release include certain
forward-looking statements relating to Clipper Cruise Line's 1996 revenues
and the future impact of the Clipper Cruise Line operations on INTRAV. Such
statements involve certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements.
The forward-looking statements assume the continued operation of the two
Clipper Cruise Line ships consistent with their recent capacity and cruise
price levels. These forward-looking statements represent INTRAV's best
judgment as of the date of this release.
