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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): January 5, 1998
EAGLE USA AIRFREIGHT, INC.
(Exact name of registrant as specified in its charter)
Texas 0-27288 76-0094895
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number Identification No.)
3214 Lodestar
Houston, Texas 77032
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 821-0300
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Item 5. Other Events.
On January 16, 1998, Eagle USA Airfreight, Inc. (the "Company") issued a
press release (the "Press Release") announcing the signing of a letter of intent
to acquire S. Boardman (Air Services) Limited and subsidiaries. The Press
Release is included as an exhibit to this Report and is incorporated herein by
reference.
On January 5, 1998, the Company announced the signing of a letter of intent
to acquire Eagle Transfer, Inc. ("Eagle Companies"), a privately-held
international freight forwarder based in Miami, Florida. Eagle Companies is a
full-service forwarder whose services include customs clearing services, ocean
forwarding and airfreight import and export. Eagle Companies' operations focus
on Argentina, Brazil and Chile and other South American countries. Sales for
Eagle Companies totaled approximately $19 million in the twelve-month period
ended December 31, 1997. Despite the similarity in names, the Company and Eagle
Companies have no prior affiliation. If completed, the Eagle Companies
acquisition would be the Company's second acquisition since its initial public
offering in December 1995.
Under the terms of the letter of intent, the Company will acquire
substantially all of the operating assets of Eagle Companies for an undisclosed
sum, consisting of cash, Common Stock and a three-year contingent earnout
payable in Common Stock if certain performance benchmarks are met. Completion of
the acquisition will be subject to further due diligence, approval of the
Company's board of directors, the negotiation and execution of a definitive
purchase agreement, regulatory approvals and other customary closing conditions.
There can be no assurance that the proposed acquisition will be completed on the
basis described above, or at all.
Disclosure Regarding Forward Looking Statements. This Report contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical fact included in
this Report are forward-looking statements including, without limitation, the
statements in this Report and the Press Release regarding the completion of the
acquisitions, any effects, benefits, results, terms or other aspects of the
acquisitions and retention of employees and management. Such statements involve
risks and uncertainties, including, but not limited to, those relating to
acquisition-related risks; risks of international operations; the Company's
dependence on its ability to attract and retain skilled managers and other
personnel; the intense competition within the freight industry; the uncertainty
of the Company's ability to manage and continue its growth and implement its
business strategy; the Company's dependence on the availability of cargo space
to serve its customers; the potential for liabilities if certain independent
owner/operators that serve the Company are determined to be employees; effects
of regulation; results of litigation; the Company's vulnerability to general
economic conditions and dependence on its principal customers; the control by
the Company's principal shareholder; the Company's potential exposure to claims
involving its local pick-up and delivery operations; the Company's future
financial and operating results, cash needs and demand
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for its services; and the Company's ability to maintain and comply with permits
and licenses; as well as other factors detailed in the Company's filings with
the Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith.
99.1 Press release dated January 16, 1998.
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 hereunto duly authorized.
EAGLE USA AIRFREIGHT, INC.
By: /s/ DOUGLAS A. SECKEL
--------------------------------
Douglas A. Seckel
Chief Financial Officer, Secretary
and Treasurer
Date: January 16, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------ -----------
<S> <C>
99.1 Press Release dated January 16, 1998
</TABLE>
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FOR IMMEDIATE RELEASE
FRIDAY, JANUARY 16, 1998
EAGLE USA AIRFREIGHT ANNOUNCES AGREEMENT TO ACQUIRE S. BOARDMAN
HOUSTON, TEXAS, JANUARY 16, 1998 - EAGLE USA AIRFREIGHT, INC. (NASDAQ/NMS:
EUSA), reported today that it has signed a letter of intent to acquire
S. Boardman (Air Services) Limited and Subsidiaries (S. Boardman), a
privately-held full service freight forwarder based in London, England.
S. Boardman serves the international freight forwarding market from three
facilities in London, Manchester and Birmingham, England. Total revenues for
S. Boardman were approximately $25 million in the twelve-month period ended
March 31, 1997.
The completion of the acquisition of S. Boardman would provide Eagle USA with
its first company-owned overseas facilities. The majority owner of S. Boardman,
Philip Bartlett, together with shareholders David Cantrell, Martin Jackson and
Paul Judge, are expect to continue to head up the acquired company, which will
operate as a subsidiary of Eagle USA Airfreight Inc. Eagle USA will also seek
to retain all of the employees of S. Boardman.
Under the terms of the letter of intent, Eagle USA will acquire all of the
outstanding stock of S. Boardman. Eagle USA will pay an undisclosed cash sum and
a three-year contingent cash earnout if certain performance benchmarks are met.
Completion of the acquisition will be subject to further due diligence,
approval of Eagle USA's board of directors, the negotiation and execution of a
definitive purchase agreement, regulatory approvals, and other customary
closing conditions.
Eagle USA Airfreight is a leading provider of air freight forwarding and other
transportation and logistics services.
The statements in this press release regarding the completion of the
acquisition of S. Boardman (Air Services) Limited and Subsidiaries or any
effects, benefits, results, terms or other aspects of the acquisition,
retention of employees or management and other statements which are not
historical facts are forward-looking statements. Such statements involve risks
and uncertainties, including, but not limited to, acquisition-related risks,
risks of international operations, competition, general economic conditions and
ability to manage growth and other factors detailed elsewhere in Company
filings with the Securities and Exchange Commission. Should one more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated. There
can be no assurance that the proposed acquisition will be consummated on the
terms described above, or at all.
