SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934
Date of Report: December 12, 1997
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Commission File Number 0-12058
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KENAN TRANSPORT COMPANY
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(Exact name of registrant as specified in its charter)
North Carolina 56-0516485
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
University Square - West, 143 W. Franklin Street
Chapel Hill, North Carolina, 27516-3910
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(Address of principal executive offices, including Zip Code)
(919) 967-8221
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(Registrant's telephone number, including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 1997, Kenan Transport Company (the
'Registrant') closed its previously announced agreements to
purchase a majority of the transportation assets of Transport
South, Inc. ('TSI') in a cash transaction and to provide
contract transportation services to TSI affiliate, RaceTrac
Petroleum, Inc.
TSI transports petroleum products in the southeastern
United States and Texas and it is expected that the assets
acquired, consisting primarily of 127 tractors and 211 tank
trailers, will be used in a similar capacity in the
Registrant's business. The purchase price for the acquired
assets was determined in arms-length negotiations between the
parties and consisted of approximately $10,903,000 that was
paid from the Registrant's existing cash balances and
approximately $3,196,000 in assumed capital lease obligations.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements.
As of the date of the filing of this Current Report
on Form 8-K, it is impracticable for the Registrant to
provide the financial statements required by this Item
7(a). In accordance with Item 7(a) of Form 8-K, such
financial statements shall be filed by amendment to this
Form 8-K no later than 60 days after December 15, 1997.
(b) Pro Forma Financial Information.
As of the date of the filing of this Current Report
on Form 8-K, it is impracticable for the Registrant to
provide the financial statements required by this Item
7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this
Form 8-K no later than 60 days after December 15, 1997.
(c) Exhibits.
The Exhibits to this Report are listed in the Index
to Exhibits set forth elsewhere herein.
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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 thereunto duly authorized.
KENAN TRANSPORT COMPANY
(Registrant)
DATE: December 12, 1997 BY: /s/ William L. Boone
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Vice President-Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
The exhibits filed as part of this report are listed below:
Exhibit
Number Description
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2 Asset Purchase Agreement between Transport South Inc. and
the Registrant dated October 31, 1997, filed as Exhibit 2
to the Registrant's Form 10-Q Quarterly Report for the
quarter ended September 30, 1997, which is incorporated
herein by reference to such Form 10-Q.
2.A Amendment to Asset Purchase Agreement
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KENAN TRANSPORT COMPANY EXHIBIT 2.A
AMENDMENT TO
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ASSET PURCHASE AGREEMENT
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THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"),
dated as of December 1, 1997, is among Transport South, Inc., a Georgia
corporation ("Seller"); Racetrac Petroleum, Inc., a Georgia corporation;
and Kenan Transport Company, a North Carolina corporation ("Purchaser"),
and amends that certain Asset Purchase Agreement (the "Agreement") by and
between Seller and Purchaser dated as of October 31, 1997.
BACKGROUND
Purchaser and Seller desire to make certain changes to the
Agreement to reflect changes in the terms and conditions pursuant to which
Seller is selling certain assets to Purchaser.
AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereby agree as follows:
1. AMENDMENT OF THE AGREEMENT. The Agreement is hereby amended as
follows:
(a) Schedule 1.01A, Parts 4, 5 and 7; Schedule 1.01B; Schedule
1.01C; Schedule 1.01D; and Schedule 1.03 are hereby amended by making the
additions and deletions to such Schedules that are marked on the amended
Schedules attached as Exhibit A and incorporated herein.
(b) Section 1.01 of the Agreement is hereby amended by deleting
clause (iv) thereof, substituting an "and" for the comma at the end of
clause (iii) thereof, and renumbering clause (v) as clause (iv).
(c) Section 1.03 of the Agreement is hereby amended by (i)
reducing the purchase price in the introductory paragraph thereof from
Eleven Million Dollars ($11,000,000) to Ten Million Nine Hundred Two
Thousand Eight Hundred Seventy-Four Dollars and Thirty Cents
($10,902,874.30) and (ii) by reducing the balance due Seller at Closing in
paragraph (b) thereof from Ten Million Nine Hundred Thousand Dollars
($10,900,000) to Ten Million Eight Hundred Two Thousand Eight Hundred
Seventy-Four Dollars and Thirty Cents ($10,802,874.30).
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(d) Section 2.01 of the Agreement is hereby amended by deleting
the date "November 28, 1997" and substituting the date "December 2, 1997"
therefor.
(e) Section 2.03 of the Agreement is hereby amended by deleting
clause (ii) thereof.
(f) Exhibit A to the Asset Purchase Agreement, the Assignment and
Assumption Agreement, is hereby amended by substituting the word
"Assignor" for the word "Seller" in each place where that word appears in
paragraph 2 thereof and by substituting the word "Assignee" for the word
"Purchaser" in each place where that word appears in paragraph 2 thereof.
(g) Section 8.02 (iii) is hereby amended to add the following
subclauses (d) and (e):
(d) any use by Purchaser or Purchaser's employees
of Driver Terminal Access Cards or access to
facilities obtained by use of such cards;
(e) delivery by Seller to, and receipt by
Purchaser of, Department of Transportation Drivers'
files with respect to Seller's employees hired by
Purchaser and Purchaser's use of such files.
2. CERTAIN ADDITIONAL MATTERS. Notwithstanding the terms of the
Agreement, the following matters are exceptions to the covenants and
agreements set forth in the Agreement or additional covenants and
agreements, all of which are acknowledged and agreed to by the parties
hereto.
(a) Seller is delivering Certificates of Title for all Assets for
which title is evidenced except for the following:
(i) Seller is in the process of obtaining a duplicate
Certificate of Title for trailer 4813, VIN 1PMA24221M1010858,
which will be transferred to Purchaser as soon as it is
obtained.
(ii) Seven Certificates of Title, for the following
trailers, are held by Blanchard E. Tual on behalf of Wooten
Transports, Inc. as security for certain non-compete
payments, and Seller and Purchaser agree to use their
reasonable best efforts to cause the transfer of such
Certificates of Title to Purchaser as promptly as practicable
following the Closing, subject to such lien.
4842 VIN 1H4T04323NL026002
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4843 VIN 1H4T04321NL026001
4845 VIN 1HLA3A7B5P7H56908
4846 VIN 1HLA3A7B6P7H56934
4849 VIN 1HLA3A7B7R7H57528
5868 VIN 1HLA3A7B9P7H56507
4869 VIN 1HLA3A7B3P7H56907
(b) Seller has not yet obtained consents for the assignment of
the following Assumed Contracts:
(i) Hauling Contract with GRP, Inc. dated September 19,
1996. Purchaser has agreed to waive the requirement that
consent to assignment of this Assumed Contract be obtained
prior to Closing; provided, however, that Purchaser agrees to
fulfill Seller's obligations under such Assumed Contract and
Purchaser and Seller shall use their reasonable best efforts
to obtain such consent as soon as reasonably practicable
following the Closing.
(ii) Lease Agreement with Pitney Bowes Credit Corporation
dated July 29, 1996. Purchaser has agreed to waive the
requirement that consent to assignment of this Assumed
Contract be obtained prior to Closing; provided, however,
Purchaser and Seller shall use their reasonable best efforts
to obtain such consent as soon as reasonably practicable
following the Closing.
(c) In the event the parties determine sales tax is owed with
respect to the Tractors and Tank Trailers being transferred to Purchaser,
Purchaser shall remit the amount of such tax to Seller before the date on
which such tax becomes due and payable.
(d) Seller has agreed not to terminate the Driver Terminal Access
Cards with respect to drivers hired by Purchaser until notified by
Purchaser, provided that Seller will not be required to maintain such
cards as active after 90 days from the date hereof.
(e) Seller has agreed to allow Purchaser to make copies of the
Department of Transportation Drivers' files for those Seller employees to
be hired by Purchaser.
3. NO OTHER AMENDMENTS. Except as specifically set forth above, no
other amendments are made to the Agreement and the Agreement shall remain
in full force and effect in its amended form.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
"SELLER"
TRANSPORT SOUTH, INC.
By:
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Name:
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Title:
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"PURCHASER"
KENAN TRANSPORT COMPANY
By:
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Name:
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Title:
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RACETRAC PETROLEUM, INC.
By:
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Name:
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Title:
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