<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 (Date of earliest event reported): November 18, 1999
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23189 41-1883630
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8100 Mitchell Road, Suite 200, Minneapolis, Minnesota 55344-2248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 937-8500
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On November 18, 1999, C.H. Robinson Worldwide, Inc. (the "Registrant") and
its wholly-owned subsidiary C.H. Robinson Company issued a press release
announcing that the Registrant and C.H. Robinson Company had reached a
definitive agreement under which C.H. Robinson Company will acquire the
operations and certain assets of American Backhaulers, Inc. The preceding is
qualified in its entirety by reference to such press release, which is attached
hereto as Exhibit 99 and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press release, dated November 18, 1999, issued by the Registrant
and C.H. Robinson Company
<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, thereunto duly authorized.
C.H. ROBINSON WORLDWIDE, INC.
Date: December 2, 1999
By /s/ Owen P. Gleason
----------------------------------
Owen P. Gleason
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
99 Press release, dated November 18, 1999, issued by the Registrant
and C.H. Robinson Company
<PAGE>
EXHIBIT 99
DATE: November 18, 1999
C.H. Robinson Worldwide, Inc.
- -----------------------------
John Wiehoff, sr. vice president and chief financial officer (612) 937-6755
Chad Lindbloom, controller (612) 937-7779
Angie Freeman, media relations (612) 937-7847
FOR IMMEDIATE RELEASE
- ---------------------
C.H. ROBINSON WORLDWIDE TO ACQUIRE AMERICAN BACKHAULERS
MINNEAPOLIS, Nov. 18 -- C.H. Robinson Worldwide, Inc. ("C.H. Robinson")
(Nasdaq: CHRW), today announced that it has reached an agreement to acquire all
of the ongoing operations and certain assets of American Backhaulers, Inc.
("ABH") for $100 million in cash and approximately $36 million in newly-issued
C.H. Robinson stock. The agreement is subject to certain customary closing
conditions, including regulatory approval. Closing of the acquisition is
expected to occur on December 31, 1999.
ABH is a privately held, third-party transportation provider. Like C.H.
Robinson, it is non-asset-based. ABH's financial performance for the first nine
months of 1999 generated gross revenues of approximately $211.2 million, net
revenues of approximately $38.3 million and adjusted operating income of
approximately $9.5 million. Operating income has been adjusted primarily for
contractual changes to compensation of ABH management.
ABH primarily provides over-the-road transportation services, currently
serving approximately 5,700 customers throughout the United States. ABH has
approximately 525 employees, most of whom are located at the ABH headquarters in
Chicago, Illinois. ABH also has smaller offices in Cary, Illinois; Columbus,
Ohio; Atlanta, Georgia; Minneapolis, Minnesota; Chesterfield, Missouri; and
Blacksburg, Virginia. Following the acquisition, ABH will operate as the ABH
division of C.H. Robinson Company.
"This is a premier company. ABH brings to the table all four strengths we
look for in a company--excellent people, solid customer and carrier
relationships, and a focus on technology," said John Wiehoff, C.H. Robinson
senior vice president and chief
(more)
<PAGE>
C.H. Robinson Worldwide, Inc.
November 18, 1999
Page 2 of 3
financial officer. "Along with a strong track record of growth, ABH has a
company culture which will mesh well with Robinson's. We both emphasize
entrepreneurialism and a drive to be the best service provider in the industry.
We love their business philosophy and feel it's a good fit with our own."
Wiehoff continued, " We're in a consolidating industry with ever-increasing
service expectations. Together, Robinson and ABH will be able to continue
meeting those expectations, as well as capitalize on collective growth
opportunities. We believe combining our resources will significantly increase
our abilities to serve our customers and carrier network."
Paul Loeb, age 42, president of ABH, founded the company in 1981. Loeb and
other ABH key executive personnel, including executive vice president Jeff
Silver, 37, and vice president John Thompson, 35, will assume management
positions with C.H. Robinson and the ABH division. C.H. Robinson vice president
Rob Pierson, 33, will join the ABH division management team and assist with the
integration efforts.
"As our industry changes, we believe joining C.H. Robinson will bring our
customers and carriers the benefits of continued personalized attention combined
with greater organizational resources and capacity," said Loeb. "We're excited
about sharing our tools and technology with the entire Robinson network."
Founded in 1905, C.H. Robinson Worldwide, Inc., has gross revenues of
approximately $2 billion and is a global provider of multimodal transportation
services, logistics solutions and fresh produce sourcing, operating through a
network of 131 offices in the United States, Canada, Mexico, Europe, and South
America. In North America, C.H. Robinson is one of the largest third-party
logistics companies and maintains the single largest network of motor carrier
capacity through contracts with more than 19,000 motor carriers. The company is
one of the largest third-party providers of intermodal services in the United
States. C.H. Robinson Worldwide, Inc., headquarters is in Eden Prairie,
Minnesota. For more information about C.H. Robinson Worldwide, visit
www.chrobinson.com. For more information about American Backhaulers, visit
www.backhaulers.com.
(more)
<PAGE>
C.H. Robinson Worldwide, Inc.
November 18, 1999
Page 3 of 3
Except for the historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties including, but not limited to such factors as market demand,
pricing, risks associated with operations outside of the U.S., changing economic
conditions, the effect of the company's accounting policies, and other risk
factors detailed under "Cautionary Statement" in Exhibit 99 to C.H. Robinson's
Annual Report on Form 10-K filed on March 26, 1999. Such forward-looking
statements are based on the belief of the management of C.H. Robinson as well as
on assumptions made by and information currently available to it at the time
such statements were made. Such forward-looking statements relate to, among
other things, (i) the expected closing date of the acquisition and (ii) the
anticipated benefits of the acquisition. Actual results could differ materially
from those projected in the forward-looking statements as a result of (i)
unexpected delays in obtaining regulatory approvals; (ii) the inability of
either C.H. Robinson or American Backhaulers to satisfy the conditions to the
consummation of the acquisition; (iii) unforeseen difficulties in integrating
the operations of American Backhaulers, or (iv) unanticipated negative reaction
to the proposed transaction by customers or suppliers.
# # #
