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): October 12, 1999
UNITED ROAD SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-24019 94-3278455
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
17 Computer Drive West, Albany, New York 12205
(Address of Principal Executive Offices) (Zip Code)
Registrant telephone number, including area code: (518) 446-0140
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Item 5. Other Events
On October 12, 1999, United Road Services, Inc. (the "Company") issued
a press release announcing that the Company had appointed Gerald R. Riordan as
its new Chief Executive Officer and that Mr. Riordan will join the Company's
Board of Directors, filling the vacancy created by the resignation of Edward T.
Sheehan. The Company also announced that Richard A. Molyneux will assume the
position of Chairman of the Company's Board of Directors following the
resignation from the Board of Donald F. Moorehead, Jr. In addition, the Company
announced the termination of its previously announced $225 million senior
secured credit facility, the retention of a management consulting firm and an
anticipated loss for the third quarter of 1999. A copy of the press release is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
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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 on this 20th day of October, 1999.
UNITED ROAD SERVICES, INC.
By: /s/ Donald J. Marr
Name: Donald J. Marr
Title: Senior Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
99.1 Press Release of United Road Services, Inc., dated as of October 12, 1999.
xhibit 99.1
UNITED ROAD SERVICES NAMES NEW CHIEF EXECUTIVE OFFICER;
ANNOUNCES A VARIETY OF ACTIONS DESIGNED TO IMPROVE OPERATIONS
ALBANY, N.Y., Oct. 12 /PRNewswire/ -- United Road Services, Inc. (Nasdaq:
URSI), a leading provider of national transport and regional towing and recovery
services, today announced that it has named Gerald R. Riordan as its new Chief
Executive Officer. Mr. Riordan emerged as the leading candidate from a
three-month executive search conducted by Korn/Ferry International.
Mr. Riordan is a 24-year veteran of Ryder Systems, Inc. He capped off his
career there as the president of two of Ryder System's five independent business
units: Consumer Truck Rental and Public Student Transportation Services Group,
with combined revenues of $1 billion and more than 50,000 vehicles in service.
At Ryder, he orchestrated a successful turn-around of the consumer truck rental
business, starting in late 1991 through the end of 1994, that increased revenues
by over $100 million and net income before tax by over $50 million. While at
Ryder, Mr. Riordan headed numerous segments of the business, including quality,
operations, marketing, pricing and inventory control.
URSI also announced that it has retained the Los Angeles-based management
consulting firm of Kibel Green Issa Inc. to assist senior management in
formulating financial, management and operational strategies in order to improve
performance and enhance shareholder value. Kibel Green's principal focus will be
on initiatives designed to further reduce operating costs, improve operations,
facilitate access to capital and streamline the integration of the 56 companies
purchased by United Road since its initial public offering in May 1998.
A new Chairman of the URSI Board of Directors was also announced. Richard
A. Molyneux, an outside director currently serving on the Board of Directors,
will assume the role of Chairman. Mr. Molyneux is CEO of United Ventures LLC, a
venture capital firm based in Albany, NY and formerly Vice Chairman of KeyBank,
National Association, the 10th largest bank in the U.S. Donald F. Moorehead,
Jr., the Board's previous Chairman, resigned for personal reasons, as did Edward
T. Sheehan. Mr. Riordan will fill the vacancy on the Board created by Mr.
Sheehan's resignation.
"We are very excited about the results of our CEO search and firmly
believe that Jerry Riordan has all the qualities necessary to improve the
company's results of operations and to build long-term value for the
shareholders," said Mr. Molyneux. "With the support of Kibel Green, we are
confident that Mr. Riordan will be able to create a stronger and more viable
operation and assure a smooth recovery from our recent challenges," he added.
Mr. Riordan is expected to commence a comprehensive field review and rigorous
rebudget process immediately.
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The Board commenced the search for a new CEO and hired the consulting
firm of Kibel Green Issa once it became clear that the company was
under-performing operationally. In addition to streamlining integration of
acquired companies, the new leadership team will focus on the company's
organizational structure, information systems and capital allocation.
URSI also reported the termination of its previously announced $225
million senior secured credit facility. Since the company has refocused its
strategy on digesting the 56 companies purchased since May of 1998 and
increasing operational efficiencies, a determination was made that the $225
million bank line, earmarked for acquisitions, would not be utilized in the near
future and was therefore terminated. The company's $90 million revolving credit
facility, which currently has a maximum borrowing capacity of $60 million, is
expected to remain in effect.
In other news, the company announced that it expects to report a loss for
the 3rd quarter of 1999. EBITDA for the 3rd quarter and the full year 1999 are
expected to be positive. Management intends to hold an investor conference call
subsequent to its release of final third quarter results in early November, at
which time it will discuss its results in greater detail along with the
initiatives that have been implemented to improve operations.
Formed in July 1997, United Road Services, Inc. has a network of 66
locations in 22 states. The company's comprehensive range of services includes
transporting new and used vehicles and heavy equipment; towing, impounding and
storing motor vehicles and conducting lien sales and auctions of abandoned
vehicles. More information regarding United Road Services, Inc. can be obtained
from the URSI website at http://www.unitedroad.com.
This release contains forward-looking statements. These statements are
subject to certain risks and uncertainties, including, among others, loss of
significant customers and contracts, difficulties associated with integrating
acquired companies, changes in the level of demand for towing and transport
services and price changes in response to competitive factors. In addition, the
ability of the company to successfully implement an operational turnaround is
subject to a number of factors, some of which are beyond its control, including
the sufficiency of its capital resources, stability of customer demand, the
effectiveness of changes in management and uncertainties associated with its
ability to achieve administrative and operating cost savings and capitalize on
its asset base and strategic position. These risks and uncertainties could cause
actual results to differ materially from those anticipated in the
forward-looking statements. Readers should not place undue reliance on
forward-looking statements, which reflect management's view only as of the date
hereof. The company undertakes no obligation to publicly revise these
forward-looking statements to reflect subsequent events or circumstances.
Readers should carefully review the risk factors described above and in the
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documents the company files from time to time with the Securities and Exchange
Commission, copies of which are available upon request from the company's
investor relations department.
SOURCE United Road Services, Inc.
-0- 10/12/1999
/CONTACT: Investor Relations of United Road Services, Inc., 518-446-0140/
/Web site: http://www.unitedroad.com/
(URSI)
