<PAGE>
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: November 13, 1998
-----------------
AMERITRUCK DISTRIBUTION CORP.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-99716 75-2619368
- --------------------------------------------------------------------------------
(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
CITY CENTER TOWER II, SUITE 1101
301 COMMERCE STREET, FORT WORTH, TX 76102-5384
----------------------------------------------
Address of principal executive offices
Registrant's telephone number, including area code: (817) 332-6020
--------------
<PAGE>
ITEM 5. OTHER EVENTS
On November 9, 1998, the Company announced it filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court in the Northern District of Texas, Dallas Division.
A copy of the information release is filed as Exhibit 10.1 to this Current
Report on Form 8-K. The petition has been assigned Case No.
398-39559-HCA-11.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Information Release dated November 9, 1998
<PAGE>
SIGNATURE
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.
AMERITRUCK DISTRIBUTION CORP.
Dated: November 13, 1998 By: /s/ Kenneth H. Evans, Jr.
-------------------------
Kenneth H. Evans, Jr., Executive Vice
President and Chief Financial Officer
<PAGE>
Exhibit 10.1
AMERITRUCK
DISTRIBUTION CORP. NEWS FOR IMMEDIATE RELEASE
301 COMMERCE ST., SUITE 1101, FORT WORTH, TX 76102 TELEPHONE: (817) 332-6020
AMERITRUCK DISTRIBUTION CORP. FILES VOLUNTARY CHAPTER 11 PETITION
DAY-TO-DAY OPERATIONS OF SPECIALIZED CARRIER AND
REGIONAL LTL GROUPS NOT AFFECTED
FORT WORTH, TEXAS, NOVEMBER 9, 1998....AMERITRUCK DISTRIBUTION CORP.
reported today that it and its subsidiaries, including: AmeriTruck Equipment
Corp.; AmeriTruck Logistics Services, Inc.; AmeriTruck Refrigerated Transport,
Inc.; CMS Transportation Services, Inc.; KTL, Inc.; Scales Transport
Corporation; Scales Leasing Company, Inc.; W&L Services Corp.; W&L Motor Lines,
Inc.; AmeriTruck Operations Services, Inc.; Best Way Motor Lines, Inc., Pro-
Trans Services, Inc.; and Ameri-Truck, LTD, Inc., filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court in the Northern District of Texas.
Company officials said that in September, 1998 it retained Price Waterhouse
Coopers L.L.P. to assist it in formulating and implementing an operating plan
and also engaged the investment banking firm, CKM Capital L.L.C., to assist the
Company in addressing its liquidity and capital structure issues. As a result of
an exhaustive strategic and operational analysis completed by the Company and
its advisors, the Company has sought approval from the Bankruptcy Court to
liquidate its AmeriTruck Refrigerated Transport, Inc. "ART" business unit. If
approved by the Court, the Company will liquidate the assets of ART, and use the
proceeds to reduce its debt load. The Company also said that in order to
continue to service some of its long-standing customers that require
refrigerated transport services, it would transition certain refrigerated
business to other sister companies under the AmeriTruck umbrella.
Michael L. Lawrence, AmeriTruck Chairman and CEO said, "Our primary
objective is to work in the best interest of our customers, employees and
creditors. While we are not pleased to seek Chapter 11 relief, we think this
action provides us with the best opportunity to develop a plan to stabilize
AmeriTruck's operating performance by completing additional restructuring
initiatives, including exiting unprofitable business segments. We will now have
the opportunity to take further actions to streamline our operations and bring
expenses in line with revenues."
"There were a number of factors that led to our decision to seek
protection. While our Specialized Carrier and Regional LTL Groups are generating
positive contributions to operating earnings, our AmeriTruck Refrigerated
Transport business unit has continued to sustain operating losses. We have
completed a number of restructuring initiatives in the last year to improve the
performance at ART, however, we have been unsuccessful in our turnaround
efforts. Severe competitive pressures coupled with higher than anticipated
operating expenses continue to negatively impact ART."
"During the past three years, AmeriTruck has funded its acquisition growth
strategy largely through debt. Consequently, the Company has operated with a
highly leveraged capital structure. In recent months, as a result of the weak
performance posted by ART and AmeriTruck's significant debt servicing
requirements, the Company has experienced severe liquidity problems."
Lawrence said, "We regret the impact the decision to liquidate ART will
have on our customers, employees, suppliers and other business partners.
However, after a thorough analysis, we have determined
<PAGE>
that this is the best alternative to begin stabilizing the Company's operating
performance and improve its capital structure."
Lawrence emphasized that neither AmeriTruck employees nor customers in the
business segments in which AmeriTruck plans to continue to operate should notice
any difference in operations as a result of the filing. "In fact, the filing
will give the Company the time it needs to develop a reorganization plan without
sacrificing important customer services," said Lawrence.
The Company said that it expected to cease operations of ART as soon as
practicable and anticipated that the closing could affect up to 1,000 employees
companywide. AmeriTruck has retained the Dallas firm of Neligan & Averch L.L.P.
as local bankruptcy counsel and intends to retain Milbank, Tweed, Hadley &
McCloy, as Special Bankruptcy Counsel.
AmeriTruck Distribution Corp., headquartered in Fort Worth, Texas is the
parent company of W&L Services Corp., Hickory, NC; AmeriTruck Refrigerated
Transport, Inc. and CMS Transportation Services, Inc., Atlanta, GA; Scales
Transport Corporation and AmeriTruck Logistics Services, Inc., Gainesville, GA;
and KTL, Inc., Largo, FL. Operating in specialized segments of the
transportation services industry, these companies serve customers with special
needs including time-sensitive delivery, special handling, unconventional pick-
up and delivery times, in-house logistics services, dedicated fleets and
temperature control. The Company employs approximately 2,400 full-time and part-
time associates.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements made in this press release that are not historical facts may be
deemed forward-looking statements, and, as such, are subject to certain risks
and uncertainties. Actual results may differ materially from those anticipated
as a result of these certain risks and uncertainties, including, but not limited
to, the ability of the Company to complete a Chapter 11 reorganization plan, to
negotiate satisfactory terms with lenders, vendors and creditors, to obtain
court approval of post-petition financing. In addition, further deterioration of
the Company's financial performance, adverse change in the Company's ongoing
business relationships with customers, vendors and suppliers and adverse
economic conditions could impact the Company's ability to successfully develop a
reorganization plan. Further information concerning factors that could cause
actual results to differ materially from those in the forward-looking statements
are contained from time to time in the Company's SEC filings, including but not
limited to the Company's report on Form 10-k for the year ended December 31,
1997, and the Company's report on Form 10-q for the quarters ended March 31,
1998 and June 30, 1998. Copies of these filings may be obtained by contacting
the Company or the SEC.
MEDIA/INVESTOR CONTACTS: AT THE COMPANY: KENNETH H. EVANS, JR., CFO (817) 332-
6020 OR MELODYE DEMASTUS, MELROSE CONSULTING (614) 529-4497.
###
