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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) November 25, 1998
MORAN TRANSPORTATION COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 33-82624 06-1399280
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two Greenwich Plaza, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 625-7800
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Attached as Exhibit 99.1 is the Company's press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release
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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.
MORAN TRANSPORTATION COMPANY
Date: November 25, 1998 By: /s/ Jeffrey J. McAulay
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Name: Jeffrey J. McAulay
Title: VP - Finance and Administration
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For Immediate Release Contact: Alan L. Marchisotto
November 25, 1998 203-625-7846
MORAN ANNOUNCES TENDER OFFER FOR NOTES
Moran Transportation Company announced today that it has commenced an offer
to purchase for cash all of its outstanding 11-3/4% Series B First Preferred
Ship Mortgage Notes due 2004 (CUSIP #616506 AB 7). The tender offer will expire
at 5:00 p.m., New York City time, on December 28, 1998 (such time and date, as
the same may be extended, the "Expiration Date"). Tenders of notes may be
withdrawn at any time at or prior to the Expiration Date. The purchase price
paid for the notes will be equal to 101% of their principal amount ($1,010 per
$1,000 principal amount). The tender offer will be made pursuant to an Offer to
Purchase and related Letter of Transmittal, which more fully set forth the terms
of the tender offer. Additional information concerning the terms of the tender
offer and the delivery of notes to the depositary may be directed to Jeffrey J.
McAulay at the Company (203-625-7800). Copies of the Offer to Purchase and
related documents may be obtained from Kellie Mullen at the depositary, State
Street Bank and Trust Company (617-664-5587).
The tender offer is being made pursuant to the terms of the indenture
governing the notes and in connection with the Company's recent combination with
Turecamo Maritime, Inc. and certain of its affiliated companies (which was
announced on August 31, 1998 and completed on October 30, 1998). As a result of
the combination, a new parent entity, Moran Enterprises Corporation, was formed.
After giving effect to the combination, the significant stockholders of the
Company prior to the combination continue to hold a substantial majority (over
60%) of the stock of Moran Enterprises Corporation and therefore continue to
indirectly control the Company. Also, the composition of the Board of Directors
of the Company remains unchanged. Nevertheless, pursuant to the terms of the
indenture governing the notes, the combination may be deemed to be a "change of
control" because direct ownership of the Company has been transferred to Moran
Enterprises Corporation. In accordance with the terms thereof, the Company is
commencing the "change of control offer" to repurchase the outstanding Notes at
101% of the aggregate principal amount of such Notes.
