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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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JEVIC TRANSPORTATION, INC.
(NAME OF SUBJECT COMPANY)
JPF ACQUISITION CORP.
YELLOW CORPORATION
(BIDDERS)
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COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
47719P107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILLIAM F. MARTIN, JR., ESQ.
SENIOR VICE PRESIDENT
YELLOW CORPORATION
P.O. BOX 7563
10990 ROE AVENUE
OVERLAND PARK, KANSAS 66211
TELEPHONE: (913) 696-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
W. LESLIE DUFFY, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005-1702
TELEPHONE: (212) 701-3000
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$172,170,642.00 $34,434.13
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* For purposes of calculating the filing fee only. This calculation assumes the
purchase of an aggregate of 5,739,544 outstanding Class A Common Shares at a
purchase price of $14.00 per Class A Common Share and an aggregate of
6,558,359 Common Shares consisting of 4,994,303 outstanding Common Shares and
1,564,056 Common Shares issuable upon exercise of options at a purchase price
of $14.00 per Common Share.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the aggregate Shares purchased.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: None
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
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SCHEDULE 14D-1
<TABLE>
<S> <C> <C>
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1 NAMES OF REPORTING PERSONS
Yellow Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
I.R.S. No. 48-0948788
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS (See Instructions) BK, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,553,167
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.6%
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10 TYPE OF REPORTING PERSON (See Instructions) HC and CO
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</TABLE>
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SCHEDULE 14D-1
<TABLE>
<S> <C> <C>
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1 NAMES OF REPORTING PERSONS
JPF Acquisition Corp. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
I.R.S. No. NA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS (See Instructions) AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,553,167
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.6%
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10 TYPE OF REPORTING PERSON (See Instructions) CO
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</TABLE>
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This Amendment No. 2 amends and supplements the Schedule 14D-1 Tender Offer
Statement and Schedule 13D (the "Statement") as amended by Amendment No. 1,
dated June 25, 1999, relating to the offer by JPF Acquisition Corp., a New
Jersey corporation (the "Purchaser"), and a wholly owned subsidiary of Yellow
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
shares of Class A Common Stock, no par value (the "Class A Common Shares"), and
all outstanding shares of Common Stock, no par value (the "Common Shares" and,
together with the Class A Common Shares, the "Shares"), of Jevic Transportation,
Inc., a New Jersey corporation (the "Company"), at a price of $14.00 per Share,
net to the seller in cash, without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 9, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). All capitalized terms not defined herein have the meanings given to
them in the Statement.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Statement is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on Wednesday, July 7, 1999, the
Offer expired. Based on a preliminary count from the Depositary, 10,553,167
Shares were tendered in the Offer, including 101,200 Shares tendered
subject to guaranteed delivery procedures and 66,385 Shares that were
issued pursuant to the exercise of options after the expiration of the
Offer and tendered by certain employees.
On July 8, 1999, subject to the terms of the Offer, the Purchaser
accepted for payment all of the Shares validly tendered and not withdrawn
prior to the expiration of the Offer, representing approximately 98.6% of
the Company. Payment for the tendered Shares will be made by the
Depositary. Following completion of the Offer, there remain approximately
152,000 Shares outstanding. The Merger is expected to be completed on July
9, 1999, and any Shares not tendered pursuant to the Offer will be
converted into the right to receive $14.00 per Share in cash. A copy of the
press release issued by Parent on July 8, 1999, announcing the expiration
of the Offer is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended and supplemented as follows:
(a)(9) -- Text of Press Release issued by Parent on July 8, 1999.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
JPF ACQUISITION CORP.
By: /s/ WILLIAM F. MARTIN, JR.
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Name: William F. Martin, Jr.
Title: Vice President
YELLOW CORPORATION
By: /s/ WILLIAM F. MARTIN, JR.
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Name: William F. Martin, Jr.
Title: Senior Vice President
Dated: July 8, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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<S> <C> <C> <C>
(a)(1) -- Offer to Purchase dated June 9, 1999.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) -- Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) -- Text of Press Release issued by Parent on June 7, 1999.
(a)(8) -- Form of Summary Advertisement dated June 9, 1999.
(a)(9) -- Text of Press Release issued by Parent on July 8, 1999.*
(b)(1) -- Revolving Credit Agreement, dated as of September 24, 1997.
(b)(2) -- Receivables Purchase Agreement, dated as of August 2, 1996.
(c)(1) -- Tender and Voting Agreement among Parent, the Purchaser and
the Class A Common Shareholders dated June 6, 1999.
(c)(2) -- Agreement and Plan of Merger among Parent, the Purchaser and
the Company dated June 6, 1999.
(c)(3) -- Employment Agreement of Raymond M. Conlin.
(c)(4) -- Employment Agreement of Brian J. Fitzpatrick.
(c)(5) -- Employment Agreement of Paul J. Karvois.
(c)(6) -- Employment Agreement of Joseph A. Librizzi.
(c)(7) -- Amended and Restated Severance Agreement of Raymond M.
Conlin.
(c)(8) -- Amended and Restated Severance Agreement of Brian J.
Fitzpatrick.
(c)(9) -- Amended and Restated Severance Agreement of Paul J. Karvois.
(c)(10) -- Amended and Restated Severance Agreement of Joseph A.
Librizzi.
(c)(11) -- Confidentiality Agreement between Parent and the Company
dated December 22, 1998.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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* Filed with this Amendment No. 2.
All other exhibits previously filed.
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[YELLOW CORPORATION LETTERHEAD]
JULY 8, 1999
FOR IMMEDIATE RELEASE
YELLOW CORPORATION COMPLETES TENDER OFFER
TO ACQUIRE JEVIC TRANSPORTATION, INC.
OVERLAND PARK, KAN. -- Yellow Corporation (NASDAQ: YELL) announced today that it
has successfully completed its previously announced cash tender offer to
purchase the outstanding shares of common stock of Jevic Transportation, Inc. at
a price of $14 per share.
The offer expired on Wednesday, July 7, 1999 as of 12 midnight (EDT). At that
time, based on a preliminary count from the depository for the offer, 10,553,167
shares of Jevic common stock were tendered, including 101,200 shares which were
tendered pursuant to guaranteed delivery procedures. All shares have been
accepted for payment.
Yellow now beneficially owns approximately 98.6 percent of the outstanding
shares of Jevic. Yellow and Jevic now expect to complete a merger in which Jevic
becomes a wholly owned subsidiary of Yellow Corporation. All remaining Jevic
shareholders have the right to receive $14 per share in cash, payable according
to terms of the tender offer.
The aggregate purchase price of the stock, including transaction costs, is
approximately $162.4 million. Including debt assumption, the total transaction
is approximately $200 million. The acquisition is being financed under the
company's existing credit facilities.
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Jevic is a fully integrated regional and inter-regional less-than-truckload
(LTL) and truckload carrier that combines the high-yield revenue characteristics
of LTL carriers with the operating flexibility and low fixed costs of truckload
carriers. Jevic is headquartered in Delanco, NJ.
Yellow Corporation is a holding company with operating subsidiaries specializing
in national, regional and international freight transportation services.
Headquartered in Overland Park, Kansas, Yellow now employs approximately 32,000
people, including the 2,300 Jevic employees.
Statements contained in this release that are not purely historical are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the company's
expectations, hopes, beliefs and intentions on strategies regarding the future.
It is important to note that the company's actual future results could differ
materially from those projected in such forward-looking statements because of a
number of factors, including but not limited to inflation, labor relations,
inclement weather, competitor pricing activity, Year 2000 computer issues,
expense volatility and a downturn in general economic activity.
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ANALYST CONTACT: H.A. (BERT) TRUCKSESS III
913-696-6105
MEDIA CONTACT: ROGER DICK - YELLOW CORPORATION
913-696-6184
