UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2005 (September 19, 2005)
WORLD FUEL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 1-9533 | 59-2459427 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 9800 N.W. 41st Street, Suite 400 Miami |
33178 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 428-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
World Fuel Services Corporation announced today the pricing of its public offering of 4,000,000 shares of common stock at an offering price of $31.00 per share. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release |
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: September 19, 2005 | World Fuel Services Corporation | |
| /s/ R. Alexander Lake | ||
| R. Alexander Lake | ||
| General Counsel and Corporate Secretary | ||
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Exhibit 99.1
NEWS RELEASE for September 19, 2005
| Contact: | Allen & Caron Inc | World Fuel Services Corporation | ||
| Michael Mason (Investors) | Robert S. Tocci, CFO & EVP | |||
| michaelm@allencaron.com | btocci@wfscorp.com | |||
| (212) 691-8087 | (305) 428-8000 | |||
| or | ||||
| Len Hall (Media) | ||||
| len@allencaron.com | ||||
| (949) 474-4300 |
WORLD FUEL SERVICES CORPORATION ANNOUNCES PRICING OF COMMON STOCK OFFERING
MIAMI (September 19, 2005) . . . World Fuel Services Corporation (NYSE: INT) today announced the pricing of its public offering of 4,000,000 shares of common stock at an offering price of $31.00 per share. World Fuel has granted the underwriters a 30-day option to purchase an additional 600,000 shares of common stock to cover over-allotments, if any. J.P. Morgan Securities Inc. is acting as the lead underwriter and sole book-running manager in this offering, with Merrill Lynch, Pierce, Fenner & Smith Inc., Stephens, Inc. and LaSalle Capital Markets, a division of ABN AMRO Financial Services, Inc. acting as underwriters. The offering is expected to close on September 23, 2005.
The aggregate net proceeds to the Company (after deducting underwriting discounts, commissions and estimated expenses) are estimated to be $117 million ($134.7 million if the underwriters exercise their over-allotment option in full). The Company will utilize approximately $22 million of the proceeds for the short-term reduction of indebtedness under its revolving credit facility. The balance of the net proceeds will be used for general corporate purposes which may include acquisitions, capital expenditures and working capital.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. The offering of these securities is made only by means of a prospectus, which may be obtained by contacting J.P. Morgan Securities Inc., Prospectus Department, One Chase Manhattan Plaza, New York, New York 10081 (212-552-5164).
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WORLD FUEL SERVICES ANNOUNCES PRICING OF COMMON STOCK OFFERING
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About World Fuel Services Corporation
Headquartered in Miami, Florida, World Fuel Services Corporation is a global leader in the marketing and sale of marine and aviation fuel products and related services. World Fuel Services provides fuel and related services at more than 2,500 airports and seaports worldwide. With 43 offices strategically located throughout the world, World Fuel Services offers its customers a value-added outsource service for the supply, quality control, logistical support and price risk management of marine and aviation fuel.
The Company’s global team of market makers provides deep domain expertise in all aspects of marine and aviation fuel management. World Fuel Services’ aviation customers include commercial, passenger and cargo operators as well as corporate clientele. The Company’s marine customers include international container and tanker fleets and time-charter operators. For more information, call (305) 428-8000 or visit www.wfscorp.com.
Forward-Looking Statements
With the exception of historical information in this news release, this document includes forward-looking statements that involve risks and uncertainties, including, but not limited to, quarterly fluctuations in results, the management of growth, fluctuations in world oil prices or foreign currency, major changes in political, economic, regulatory, or environmental conditions, the loss of key customers, suppliers or key members of senior management, uninsured losses, competition, credit risk associated with accounts and notes receivable, and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Actual results may differ materially from any forward-looking statements set forth herein.