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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) August 31, 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
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 31, 1998, Moran Transportation Company (the "Company")
announced the signing of an agreement (the "Agreement") contemplating the
combination (the "Combination") of the Company and Turecamo Maritime, Inc., a
Delaware corporation, and its affiliated entities (the "Turecamo Entities"). The
Turecamo Entities operate 32 tugboats along the East Coast of the United States.
Based upon information provided by the Turecamo Entities, for their most recent
fiscal year, the Turecamo Entities had aggregate revenues of over $50 million
(excluding revenues attributable to assets which will not be part of the
Combination). The Company operates 53 tugboats and 15 barges along the East
Coast of the United States and the Gulf of Mexico. For its most recent fiscal
year, the Company had aggregate revenues of over $100 million; for the six
months ended June 30, 1998, the Company had revenues of over $52 million.
The Agreement provides for a new corporation ("Moran Enterprises
Corporation") to be formed, with Moran Enterprises Corporation becoming the
parent entity of the Company and of each of the Turecamo Entities upon the
consummation of the Combination. Pursuant to the Agreement, the existing
equityholders of the Company will contribute all of their shares of capital
stock of the Company to Moran Enterprises Corporation in exchange for (i)
newly-issued common stock of Moran Enterprises Corporation which will represent
a substantial majority (but less than 80%) of the common stock of Moran
Enterprises Corporation and (ii) newly-issued shares of Moran Enterprises
Corporation preferred stock. Simultaneously, the existing stockholders of the
Turecamo Entities will contribute all of their shares of capital stock of each
of the Turecamo Entities to Moran Enterprises Corporation in exchange for (i)
newly-issued common stock of Moran Enterprises Corporation, including certain
shares which vest if certain financial criteria are met, which will represent a
minority interest in the common stock of Moran Enterprises Corporation, and (ii)
an aggregate cash amount of $45 million.
The Company currently has outstanding $80 million of first preferred
ship mortgage notes due 2004, together with revolving credit and other credit
facilities. Moran Enterprises Corporation has not yet entered into definitive
arrangements with respect to financing the Combination, but it is anticipated
that the existing credit facilities of the Company and the Turecamo Entities
will be replaced and that the financing for the Combination will contain a
credit facility that, assuming compliance with its terms, will enable the
Company to redeem its first preferred ship mortgage notes when they become
eligible for redemption under the applicable indenture. The indenture permits
redemption of all such notes commencing on July 15, 1999 at a redemption price
equal to 108% of principal amount, with the redemption price decreasing over
time thereafter.
The Combination, which is expected to be consummated not later than
November 1, 1998, is subject to customary conditions for a transaction of this
nature. The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, has expired.
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Attached as Exhibit 99.1 is the Company's press release announcing the
Combination.
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: August 31, 1998 By: /s/ Jeffrey J. McAulay
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Name: Jeffrey J. McAulay
Title: VP - Finance and Administration
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Exhibit 99.1
For Immediate Release Contact: Alan L. Marchisotto
August 31, 1998 203-625-7846
MORAN AND TURECAMO TO MERGE
Moran Transportation Company announced today that it has signed an
agreement with Turecamo Maritime, Inc. and its affiliated companies, White Stack
Maritime Corp., Turecamo of Savannah, Inc. and Turecamo Environmental Services,
Inc., to combine their respective businesses. The combined company will operate
under the Moran Towing Corporation name and will continue to be headquartered in
Greenwich, Connecticut.
Paul R. Tregurtha, Chairman of Moran Transportation Company stated,
"Moran has provided reliable, quality service to its customers for almost 140
years. We are delighted to combine our operations with the Turecamo companies,
which have a similarly well deserved reputation for first class service."
Gregory J. McGinty, President of Turecamo Maritime, Inc. stated, "We look
forward to working with our counterparts at Moran to provide our customers with
safe, efficient tug and marine transportation services. Our combined companies
will be well positioned to continue to respond to the needs of our customers and
to the demands of a changing regulatory environment."
The combined company will operate 85 tugs based in Portsmouth, N. H.,
Port of New York/New Jersey, Albany, Philadelphia, Baltimore, Norfolk,
Charleston, Savannah, Brunswick, Fernandina, Jacksonville, Miami and Port
Arthur/Beaumont, and will provide marine transportation of dry bulk and
petroleum products through its fleet of 22 barges. Before year-end, the fleet
will be augmented by the addition of five tugs and four barges currently under
construction.
