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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 15, 2006
(Date of earliest event reported)
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OLD DOMINION FREIGHT LINE, INC.
(Exact name of registrant as specified in its charter)
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Virginia | 0-19582 | 56-0751714 |
500 Old Dominion Way
Thomasville, North Carolina 27360
(Address of principal executive offices)
(Zip Code)
(336) 889-5000
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On June 15, 2006, Old Dominion Freight Line, Inc. (the "Company") issued $75,000,000 of privately-placed Series A Senior Notes, Tranche B (the "Tranche B Notes") pursuant to the terms of a Note Purchase Agreement (the "Purchase Agreement") executed on April 25, 2006. The Company previously issued $100,000,000 of privately-placed Series A Senior Notes, Tranche A (the "Tranche A Notes" and, together with the Tranche B Notes, the "Series A Notes") pursuant to the Purchase Agreement on April 25, 2006. The Tranche B Notes were sold to Metropolitan Life Insurance Company, MetLife Investors Insurance Company, MetLife Investors USA Insurance Company, Jackson National Life Insurance Company, New York Life Insurance Company, New York Life Insurance and Annuity Corporation, AXA Equitable Life Insurance Company, CUDD & Co. (as nominee for Horizon Blue Cross Blue Shield of New Jersey), J. ROMEO & CO (as nominee for MONY Life Insurance Company), The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, Gateway Recovery Trust, HARE & CO. (as nominee for Genworth Life Insurance Company of New York), TURNKEYS & CO (as nominee for CUNA Mutual Insurance Society), TURNJETTY & CO (as nominee for CUMIS Insurance Society, Inc.), TURNLAUNCH & CO (as nominee for Members Life Insurance Company), TURNSPEED & CO (as nominee for CUNA Mutual Life Insurance Company), United of Omaha Life Insurance Company, BAND & Co. (as nominee for American Family Life Insurance Company), and Security Financial Life Insurance Co. (collectively, the "Purchasers"). Banc of America Securities, LLC serves as the placement agent for the Company.
The Series A Notes are unsecured and rank pari passu in right of repayment with the Company's other senior unsecured indebtedness.
The Series A Notes mature on April 25, 2016. The Company will pay interest on the unpaid balance of the Series A Notes at the rate of 5.85%per annum from the date of issuance. Interest on the Series A Notes is calculated on the basis of a 360-day year of twelve 30-day months and will be payable semiannually in arrears commencing on October 25, 2006, until such principal shall have become due and payable.The Company will pay interest on any overdue principal, interest or make-whole amount from the due date thereof at the rate of 2% per annum above the rate of interest stated above for the Series A Notes.
The Company is required to make seven equal annual principal prepayments on the Tranche B Notes commencing on April 25, 2010, each such prepayment to equal $10,714,285 (or such lesser amount as shall then be outstanding). The Company may optionally prepay at any time all or part of the Series A Notes, of which the Tranche B Notes represent $75 million of a total of $175 million outstanding, in an amount not less than 10% of the original aggregate principal amount (or such lesser amount as required to effect a partial prepayment resulting from an offer of prepayment pursuant to a sale of assets)at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the applicable make-whole amount determined for the prepayment date with respect to such principal amount of each Series A Note then outstanding. Such optional prepayment shall be applied to each of the Series A Notes in proportion to the res pective unpaid principal amounts thereof.
The Purchase Agreement contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. Financial covenants include a maximum ratio of consolidated debt to consolidated total capitalization measured only at the incurrence of additional debt (not to exceed 60%), a limitation on priority debt (not to exceed 20% of consolidated net worth) and a minimum fixed charge coverage ratio (not to be less than 1.75 to 1.00). Other covenants include, but are not limited to, limitations on liens, sale of assets, mergers and consolidations and transactions with affiliates.
The Purchase Agreement contains customary events of default, including nonpayment of principal, make-whole amount or interest; violation of covenants or other terms of the Purchase Agreement; inaccuracy of representations and warranties; certain bankruptcy events; cross-defaults to other indebtedness; material judgments; certain ERISA-related events; and the invalidity of any subsidiary guaranty, although there currently is no such guaranty in place. The Series A Notes automatically accelerate if there is an event of default involving certain bankruptcy events. If any other event of default shall occur and be continuing, the holders of more than 50% in aggregate principal amount of the Series A Notes then outstanding may declare the outstanding Series A Notes to be immediately due and payable. Any holder of Series A Notes may accelerate its Series A Notes if the Company fails to pay (i) any principal or make-whole amount, if any, when due or (ii) interest when due subject to a five business day grace p eriod.
The Company intends to use the proceeds of the sale of the Tranche B Notes for planned capital expenditures and general corporate purposes.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits | |
Exhibit No. | Description | |
4.9 (a) | Note Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A, dated April 25, 2006. | |
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(a) | Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed May 1, 2006. |
SIGNATURE
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.
OLD DOMINION FREIGHT LINE, INC. | |
By: | /s/ John P. Booker, III |
John P. Booker, III | |
Date: June 20, 2006
EXHIBIT INDEX
TO CURRENT REPORT ON FORM 8-K
Exhibit No. | Description |
4.9 (a) | Note Purchase Agreement among Old Dominion Freight Line, Inc. and the Purchasers set forth in Schedule A, dated April 25, 2006. |
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(a) | Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed May 1, 2006. |