UNITED STATES
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): September 30, 1994
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ARKANSAS BEST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-19969 71-0673405
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
1000 South 21st Street
Fort Smith, Arkansas 72901
(501) 785-6000
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(Address, including zip code, and telephone number, including area code, of
the registrant's principal executive offices)
Item 2. Acquisition or Disposition of Assets.
(a) On September 30, 1994 Arkansas Best Corporation (the "Company")
consummated the purchase of all outstanding stock of Clipper Exxpress
Company ("Clipper"), Agricultural Express of America, Inc. ("AXXA") and
Agile Freight System, Inc. ("Agile") (collectively the "Clipper Group")
pursuant to a stock purchase agreement entered into on August 18, 1994.
The stock was acquired from the following shareholders:
Clipper Exxpress Company:
Percentage
Shareholder Shares Owned Ownership
----------- -------------- -------------
Merle Chambers 4,036 74.5475%
The Evelyn Chambers
Revocable Trust No. 1 295 5.4488%
Andy Sze 1,083 20.0037%
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5,414 100.0000%
Agricultural Express of America, Inc.:
Percentage
Shareholder Shares Owned Ownership
----------- -------------- -------------
Merle Chambers 950 80.0000%
Andy Sze 238 20.0000%
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1,188 100.0000%
Agile Freight Systems, Inc.:
Percentage
Shareholder Shares Owned Ownership
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Merle Chambers 800 80.0000%
Andy Sze 200 20.0000%
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1,100 100.0000%
Clipper is a non-asset based intermodal marketing and freight logistics
company. AXXA provides temperature-controlled intermodal services and
Agile provides expedited truckload services.
The Company's total purchase price for the stock is $60 million in cash,
subject to certain closing audit adjustments. The amount was determined
based on the Company's assessment of the value of the Clipper Group and
on negotiations with the sellers.
On September 30, 1994, the Company paid an initial payment of
$54 million to the Clipper Group shareholders from cash on hand and
funds provided under its existing lines of credit with Societe Generale,
as Agent, NationsBank of Texas, as Co-Agent, and certain other banks.
The final payment which is due on May 15, 1995 will be funded from cash
and/or funds provided under its existing lines of credit.
(b) The Company acquired the stock of Clipper, AXXA and Agile and therefore
indirectly acquired their assets. The Clipper Group companies use the
assets in their transportation and logistics services. The Company will
continue such use of the assets.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company is unable to provide the required financial statements with
the filing of the Form 8-K and will file the required financial
statements under cover of Form 8-K/A as soon as practicable, but not
later than 60 days after the filing of this Form 8-K.
(b) Pro forma financial information.
The Company is unable to provide the required pro forma financial
information with the filing of the Form 8-K and will file the required
pro forma financial information under cover of Form 8-K/A as soon as
practicable, but not later than 60 days after the filing of this
Form 8-K.
(c) Exhibits.
Exhibit 10 - Stock Purchase Agreement dated August 18, 1994 by and
among Arkansas Best Corporation and the Shareholders of
Clipper Exxpress Company, Agile Freight System, Inc. and
Agricultural Express of America, Inc.
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.
ARKANSAS BEST CORPORATION
(Registrant)
Date: October 13, 1994 /s/ Donald L. Neal
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Donald L. Neal - Senior Vice
President - Chief Financial Officer,
and Principal Accounting Officer
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
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10 Stock Purchase Agreement dated August 18, 1994 by -
and among Arkansas Best Corporation and the
Shareholders of Clipper Exxpress Company, Agile
Freight System, Inc. and Agricultural Express of
America, Inc.