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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): AUGUST 28, 1998
U.S. XPRESS ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-24806 62-1378182
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2931 SOUTH MARKET STREET, CHATTANOOGA, TENNESSEE 37410
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(Address of principal executive offices, including zip code)
(423) 697-7377
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On August 28, 1998, U.S. Xpress Enterprises, Inc., a Nevada
corporation ("Enterprises"), completed the acquisition of PST Vans, Inc., a Utah
corporation ("PST"), pursuant to the Agreement and Plan of Merger dated as of
July 7, 1998 (the "Merger Agreement") by and among Enterprises, PST Acquisition
Corp., a Nevada corporation and a wholly owned subsidiary of Enterprises
("Merger Sub"), and PST. The acquisition was accomplished by means of a merger
of PST with and into Merger Sub (the "Merger"). As a result of the Merger, PST
became a wholly owned subsidiary of, and will be operated by existing management
of, Enterprises.
Holders of common stock of PST, par value $0.001 per share ("PST
Common Stock"), will be entitled to receive in exchange for each share of PST
Common Stock (i) 0.2381 shares of the common stock of Enterprises, par value
$0.01 per share ("Enterprises Common Stock") plus (ii) $2.71 in cash (the
"Merger Consideration").
The total consideration to be paid by Enterprises to the former PST
stockholders will consist of up to 1,100,000 shares of Enterprises Common Stock
and $12,500,000 in cash. The cash portion of the purchase price was financed
with the proceeds from an existing credit facility arranged through a syndicate
of banks and cash on hand at Enterprises.
BankBoston, N.A. will serve as the exchange agent (the "Exchange
Agent") for payment and issuance of the Merger Consideration. As soon as
reasonably practicable, the Exchange Agent will mail or deliver a letter of
transmittal to each person who was a holder of record of PST Common Stock at the
effective time of the Merger. The letter of transmittal will contain
instructions for surrendering certificates formerly representing shares of PST
Common Stock in exchange for the cash and shares of Enterprises Common Stock
that such holder has a right to receive.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which is
attached hereto as Exhibit 2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
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It is impracticable to provide the required financial statements
at this time. They will be filed as soon as they are available,
but not later than 60 days after the date this report is due to be
filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
statements at this time. They will be filed as soon as they are
available, but not later than 60 days after the date this report
is due to be filed.
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(c) Exhibits:
Exhibit No. Description
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2* Agreement and Plan of Merger dated as of
July 7, 1998 among U.S. Xpress Enterprises,
Inc., PST Acquisition Corp. and PST Vans,
Inc.
99 Press Release dated August 28, 1998
* Incorporated by reference to the Registration Statement of U.S. Xpress
Enterprises, Inc. on Form S-4 as filed on July 30, 1998 (Registration
No. 333-59377).
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SIGNATURES
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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.
U.S. XPRESS ENTERPRISES, INC.
September 14, 1998 By: /s/ Ray M. Harlin
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Ray M. Harlin, Executive Vice President,
Chief Financial Officer
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EXHIBIT 99
NEWS RELEASE
August 28, 1998
Financial Contact: Ray Harlin
Chief Financial Officer
(423) 510-3323
Media Contact: John Ulczycki
Communications Director
(423) 510-3203
U.S. XPRESS ENTERPRISES COMPLETES ACQUISITION OF PST VANS;
ANNOUNCES STOCK BUYBACK
CHATTANOOGA, TN. U.S. Xpress Enterprises, Inc. (Nasdaq NMS:XPRSA) today
completed its acquisition of PST Vans, Inc. (Nasdaq NMS: PSTV) after PST Vans
stockholders approved the acquisition during the PST Vans annual meeting in Salt
Lake City. PST Vans stockholders will receive $2.71 cash and 0.2381 shares of
U.S. Xpress Enterprises Class A Common Stock for each share of PST Vans common
stock.
With the acquisition, U.S. Xpress Enterprises, the nation's sixth largest
truckload carrier, will operate approximately 4,400 tractors and 9,000 trailers.
The company provides time-definite, expedited and dedicated truckload
transportation services in long-haul and regional markets in the U.S., Canada
and Mexico.
U.S. Xpress Enterprises also announced that its Board of Directors has
authorized the repurchase of up to 750,000 shares of the Company's outstanding
Class A Common Stock. Under the stock repurchase program, shares may be
purchased from time to time through December 1998, unless the period is extended
by the Board. Shares will be purchased at prevailing prices in open market
transactions, subject to market conditions, share price and other
considerations. Funds for the repurchase of shares will be provided by
available cash and existing credit facilities.
Upon completion of the transactions involving PST Vans shareholders, but without
giving effect to the stock repurchase program, U.S. Xpress Enterprises will have
approximately 13.2 million shares of Class A Common Stock outstanding. The
company also has 3.0 million shares of its Class B Common Stock outstanding.
Patrick Quinn and Max Fuller, co-chairmen of U.S. Xpress Enterprises, said, "we
believe that the price of the Company's stock, at its current market valuation,
does not reflect the true value of the Company and it is advantageous for the
Company to initiate a share repurchase program at this time."
This press release contains certain forward looking information that is subject
to certain risks and uncertainties that could cause actual results to differ
materially from those projected. Without limitation, these risks and
uncertainties include stock market and economic conditions, customer demand and
customer retention after the acquisition, significant fluctuations in fuel
pricing or availability, increases in interest rates and the availability and
retention of qualified drivers. Readers are urged to carefully review and
consider the various disclosures made by U.S. Xpress Enterprises, inc. in this
and other press releases, in periodic reports on forms 10-K and 10-Q, and in the
prospectus associated with the acquisition of PST Vans, Inc.
