SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Road Services, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
911384105
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(CUSIP Number)
Stephen W. Rubin, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
(212) 969-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following page(s))
<PAGE>
SCHEDULE 13D
CUSIP No. 911384105
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1 NAMES OF REPORTING PERSONS
CHARTER URS LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,900,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH NONE
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10 SHARED DISPOSITIVE POWER
2,900,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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<PAGE>
SCHEDULE 13D
CUSIP No. 911384105
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1 NAMES OF REPORTING PERSONS
CHARTERHOUSE EQUITY PARTNERS III, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,900,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH NONE
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,900,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, as amended
Item 1. Security and Issuer
The title of the class of equity securities to which this Statement on
Schedule 13D (the "Statement") relates is:
Common Stock, par value $0.001 per share (the "Common Stock"), of
United Road Services, Inc. a Delaware corporation (the "Issuer").
The name and address of the principal executive offices of the Issuer are:
United Road Services, Inc.
8 Automation Lane
Albany, NY 12205
Item 2. Identity and Background
(a) This Statement is being filed jointly by Charter URS LLC, a Delaware
limited liability company ("Charter URS"), and Charterhouse Equity
Partners III, L.P., a Delaware limited partnership ("CEP III"). The
general partner of CEP III is CHUSA Equity Investors III, L.P., whose
general partner is Charterhouse Equity III, Inc. (the "General
Partner"), a wholly-owned subsidiary of Charterhouse Group
International, Inc., a Delaware corporation.
(b) The address of the principal office of Charter URS is:
1013 Centre Road
Wilmington, Delaware 19805
The address of the principal office of CEP III is:
1105 North Market Street, Suite 1300
Wilmington, Delaware 19899
(c) Charter URS was formed by CEP III to invest in the Issuer and has no
other principal business. CEP III is a private equity investment fund.
Attached as Appendix A to Item 2 is information concerning the
executive officers and directors of Charter URS and the General
Partner, which information is required to be disclosed in response to
Item 2 and Instruction C to Schedule 13D.
(d) Neither Charter URS, CEP III nor any of the persons referred to in
Appendix A to Item 2 has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
(e) Neither Charter URS, CEP III nor any of the persons referred to in
Appendix A to Item 2 was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
The purchase price for the 8% Convertible Subordinated Debentures due
2008 (the "Debentures") acquired by Charter URS was $43,500,000. These
funds were obtained by Charter URS from the partnership funds of CEP
III, which are obtained by CEP III through the capital contributions
of its partners.
Item 4. Purpose of Transaction
Charter URS acquired the Debentures for investment purposes. Pursuant
to the Purchase Agreement, dated as of November 19, 1998 (the
"Purchase Agreement"), between the Issuer and Charter URS (annexed as
Exhibit 1 hereto), Charter URS shall, subject to the approval of the
Issuer's shareholders and certain other closing conditions, purchase
up to an additional $31,500,000 in aggregate principle amount of
Debentures.
Pursuant to the terms of the Investors Agreement, dated as of November
19, 1998, between the Issuer and Charter URS (annexed as Exhibit 2
hereto, the "Investors Agreement"), on December 7, 1998 the Issuer
increased the size of its Board of Directors from eight to ten members
and two Charter URS-nominated directors were appointed. If the Issuer
and Charter URS consummate the sale of an additional $31,500,000 in
aggregate principal amount of Debentures, under the terms of the
Investors Agreement, the Issuer will increase the size of its Board
from ten to eleven members and Charter URS will have the right to
nominate an additional director to the Issuer's Board.
Item 5. Interest in Securities of the Issuer
Charter URS acquired $43,500,000 in aggregate principal amount of
Debentures on December 7, 1998. The Debentures are convertible at any
time until their expiration or earlier redemption into Common Stock at
a conversion price of $15.00 per share. Each of Charter URS and CEP
III may be deemed to beneficially own 2,900,000 shares of Common Stock
representing 16.6% of the issued and outstanding shares of Common
Stock.
Each of Charter URS and CEP III have shared voting power and shared
dispositive power over the 2,900,000 shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Purchase Agreement, Charter URS has the right to
acquire additional Debentures as described in Item 4.
Pursuant to the terms of the Investors Agreement, Charter URS is
restricted from beneficially owning more than 35% of the voting power
of the Issuer's outstanding securities. Charter URS is prohibited from
transferring the Debentures or the shares of Common Stock into which
the Debentures are convertible without the prior written consent of
the Issuer, which consent will not be unreasonably withheld.
Pursuant to a Registration Rights Agreement, dated as of November 19,
1998 between the Issuer and Charter URS, the Issuer shall, upon the
request of Charter URS and subject to the conditions contained
therein, file and use its best efforts to have declared effective a
registration statement under the Securities Act of 1933, as amended,
with respect to the shares of Common Stock owned by Charter URS and
its permitted transferees (whether such Common Stock was acquired
pursuant to the conversion of the Debentures or otherwise).
Pursuant to a Voting Agreement, dated as of November 19, 1998 between
Edward T. Sheehan, Chairman and Chief Executive Officer of the Issuer
("Sheehan"), and Charter URS, Sheehan agreed to vote his shares of
Common Stock at any special meeting of the stockholders of the Issuer,
in favor of the issuance to Charter URS of securities convertible into
20% or more of the Common Stock outstanding prior to such issuance.
Substantially similar agreements have been effected between Charter
URS and each of Ross Berner, Mark McKinney, Todd Smart, Ed Morawski
and Mark Henninger.
Pursuant to a Lockup Agreement, dated as of November 19, 1998 between
Sheehan and Charter URS, Sheehan has agreed to be bound by certain
transfer restrictions on shares of Common Stock, as described therein.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Purchase Agreement, dated as of November 19, 1998,
between the Issuer and Charter URS (incorporated by
reference to Exhibit 99.1 to the Issuer's Current
Report on Form 8-K dated December 8, 1998).
Exhibit 2 Investors Agreement, dated as of November 19, 1998,
between the Issuer and Charter URS (incorporated by
reference to Exhibit 99.3 to the Issuer's Current
Report on Form 8-K dated December 8, 1998).
Exhibit 3 Registration Rights Agreement, dated as of November 19,
1998, between the Issuer and Charter URS (incorporated
by reference to Exhibit 99.2 to the Issuer's Current
Report on Form 8-K dated December 8, 1998).
Exhibit 4 Lockup Agreement, dated as of November 19, 1998,
between Edward T. Sheehan and Charter URS.
Exhibit 5 Form of Voting Agreement, dated as of November 19,
1998, between certain shareholders of the Issuer and
Charter URS.
<PAGE>
Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
December 17, 1998
CHARTER URS LLC
By: /s/ Michael S. Pfeffer
------------------------------------
Name: Michael S. Pfeffer
Title: Senior Vice President
CHARTERHOUSE EQUITY PARTNERS III, L.P.
By: CHUSA EQUITY INVESTORS III, L.P.,
GENERAL PARTNER
By: CHARTERHOUSE EQUITY III, INC.,
GENERAL PARTNER
By: /s/ Michael S. Pfeffer
------------------------------------
Name: Michael S. Pfeffer
Title: Senior Vice President
<PAGE>
Appendix A
to Item 2
The folowing sets forth information with respect to the executive officers
and members of the Management Committee of Charter URS and the executive
officers and directors of the General Partner.
The principal business address of each person set forth below is:
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
The executive officers of Charter URS are:
Merril M. Halpern - Chairman
A. Lawrence Fagan - President
Robert L. Berner, III - Managing Director
Michael S. Pfeffer - Senior Vice President
The members of the Management Committee of Charter URS are Merril M.
Halpern and A. Lawrence Fagan.
The executive officers of the General Partner are:
Merril M. Halpern - Chairman
A. Lawrence Fagan - President
Robert L. Berner, III - Managing Director
Thomas C. Dircks - Managing Director
Richard T. Henshaw, III - Managing Director
Patricia Riley - Managing Director
The directors of the General Partner are Merril M. Halpern and A. Lawrence
Fagan.
The principal occupation of each of the above individuals is as an
executive officer of Charterhouse Group International, Inc., a manager of
private equity funds.
<PAGE>
Exhibit 4
LOCKUP AGREEMENT
This LOCKUP AGREEMENT (this "Agreement") is made as of November 19,
1998 between Edward T. Sheehan (the "Stockholder") and Charter URS LLC
("Charterhouse").
WHEREAS, the Stockholder beneficially owns shares of Common Stock, par
value $.001 per share (the "Common Stock") of United Road Services, Inc. (the
"Company") and options to purchase shares of Common Stock of the Company;
WHEREAS, the Company and Charterhouse have entered into the Purchase
Agreement, dated of even date herewith (the "Purchase Agreement"), pursuant to
which the Company is issuing and selling $43,500,000 aggregate principal amount
of 8% Convertible Subordinated Debentures due 2008, of the Company (the
"Debentures") to Charterhouse at the First Closing (as defined in the Purchase
Agreement) and, subject to the approval of the stockholders of the Company, the
Company will issue and sell an additional $31,500,000 aggregate principal amount
of the Debentures at the Second Closing (as defined in the Purchase Agreement)
so that $75 million in aggregate principal amount of Debentures will be
outstanding. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.
WHEREAS, the execution and delivery of this Agreement is a condition to
the closing of the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
The Stockholder shall not transfer (voluntarily or involuntarily),
assign, pledge, hypothecate, sell, exchange or offer to transfer or sell or
otherwise dispose of, encumber, grant a lien on, or grant any proxy or consent
(collectively "Transfer") any of the shares (including shares subject to
options) of Common Stock beneficially owned by the Stockholder on the date
hereof until the first anniversary of the First Closing (the "Initial Lockup
Term") except the Stockholder may Transfer such shares in connection with his
estate planning so long as the transferees agree in writing to be bound by the
terms of this Agreement. In each of the two years following the Initial Lockup
Term, the Stockholder may only Transfer up to 50% of the shares (including
shares subject to options) of Common Stock beneficially owned by the Stockholder
on the date hereof except the Stockholder may Transfer more than 50% of such
shares in connection with his estate planning so long as the transferees agree
in writing to be bound by the terms of this Agreement. This lockup shall
terminate on the date on which the Stockholder no longer is an employee of the
Company.
<PAGE>
1. MISCELLANEOUS.
1.1 Amendment and Waiver.
(a) No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.
(b) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by any party from the terms of any provision of
this Agreement, shall be effective (i) only if it is made or given in writing
and signed by the Stockholder and Charterhouse and (ii) only in the specific
instance and for the specific purpose for which made or given.
1.2 Specific Performance. The parties hereto intend that
Charterhouse has the right to seek damages or specific performance in the event
that the Stockholder wilfully fails to perform his obligations hereunder.
Therefore, if Charterhouse shall institute any action or proceeding to enforce
the provisions hereof, the Stockholder hereby waives any claim or defense
therein that Charterhouse has an adequate remedy at law.
1.3 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
1.4 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
1.5 Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.
1.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
1.7 Further Assurances. Each of the parties shall execute such
instruments and take such action as may be reasonably required or desirable to
carry out the provisions hereof and the transactions contemplated hereby.
1.8 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective permitted
successors and assigns. This Agreement is not assignable by the Stockholder and
may be assigned by Charterhouse to any Permitted Transferee of the Debentures
under the Investor Agreement dated as of the date hereof between the Company and
Charterhouse. In the event of such an assignment, the term "Charterhouse" as
used in this Agreement shall be deemed to mean the assignee.
1.9 No Third Party Beneficiaries. This Agreement is not intended
to, and does not, create any rights or benefits of any Person other than the
parties hereto.
1.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
1.11 Effectiveness. Notwithstanding anything to the contrary contained
in this Agreement, this Agreement shall not become effective, and Charterhouse
shall have no rights hereunder, unless and until the First Closing has occurred.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
Charter URS LLC
By: /s/ Michael S. Pfeffer
----------------------
Michael S. Pfeffer
Senior Vice President
STOCKHOLDER
/s/ EDWARD T. SHEEHAN
---------------------
Edward T. Sheehan
<PAGE>
Exhibit 5
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made as of November 19,
1998 between ___________________ (the "Stockholder") and Charter URS LLC
("Charterhouse").
WHEREAS, the Stockholder beneficially owns shares of Common Stock, par
value $.001 per share (the "Common Stock") of United Road Services, Inc. (the
"Company") and options to purchase shares of Common Stock of the Company;
WHEREAS, the Company and Charterhouse have entered into the Purchase
Agreement, dated of even date herewith (the "Purchase Agreement"), pursuant to
which the Company is issuing and selling $43,500,000 aggregate principal amount
of 8% Convertible Subordinated Debentures due 2008, of the Company (the
"Debentures") to Charterhouse at the First Closing (as defined in the Purchase
Agreement) and, subject to the approval of the stockholders of the Company, the
Company will issue and sell an additional $31,500,000 aggregate principal amount
of the Debentures at the Second Closing (as defined in the Purchase Agreement)
so that $75 million in aggregate principal amount of Debentures will be
outstanding. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.
WHEREAS, the execution and delivery of this Agreement is a condition to
the closing of the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
At any special meeting of the stockholders of the Company duly called
with respect to the 20% Issuance and at any adjournment thereof, and with
respect to any consent solicited with respect to the 20% Issuance, the
Stockholder shall vote all shares of Common Stock of the Company held by the
Stockholder at such time in favor of the 20% Issuance. The Stockholder, if then
a holder of shares of Common Stock of the Company, shall be present, in person
or by proxy, at all meetings of stockholders of the Company and at any
adjournment thereof at which the 20% Issuance is put to a vote.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
Charter URS LLC
By:
------------------------------------
Michael S. Pfeffer
Senior Vice President
STOCKHOLDER
---------------------------------------
Stockholder
