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): January 17, 2000
TRANSPORT CORPORATION OF AMERICA, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 0-24908 41-1386925
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1769 Yankee Doodle Road
Eagan, Minnesota 55121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 686-2500
ITEM 5. OTHER EVENTS.
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On January 17, 2000, Transport Corporation of America, Inc. ("Transport
America") entered into an Agreement and Plan of Merger (the "Agreement") with
USFreightways Corporation ("USF") and USF's wholly-owned subsidiary Zeus
Acquisition Corporation ("Zeus").
Pursuant to the Agreement, Zeus will merge with and into Transport
America, and Transport America will continue as a wholly-owned subsidiary of USF
(the "Merger"). In the Merger, shareholders of Transport America will receive
0.4122919 shares of USF common stock for each share of Transport America common
stock held. Holders of an aggregate of 1,155,000 shares who hold a put option
with respect to each of those shares will receive an additional .0049062 shares
of USF common stock (for an aggregate .4171981 shares) for each such share. All
holders of put options are former shareholders of North Star Transport, Inc.,
which Transport America acquired in 1998, who received their put option in
connection with that acquisition as previously reported.
Based on shares currently outstanding, the Merger would result in the
issuance of approximately 3,435,000 shares of Freightways common stock. The
Merger, to be accounted for on a pooling of interests accounting basis, is
subject to certain regulatory approvals and approval of the shareholders of
Transport America.
This description of the Agreement and the Merger is qualified in its
entirety by reference to the full text of the Agreement which is attached hereto
as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibits
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2 Agreement and Plan of Merger by and among Transport Corporation of
America, Inc., USFreightways Corporation and Zeus Acquisition
Corporation, dated as of January 17, 2000.
99 Press release of Transport Corporation of America, Inc., dated January
18, 2000, with respect to the Merger.
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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, thereunto duly authorized.
Transport Corporation of America, Inc.
By /s/ Robert J. Meyers
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Robert J. Meyers, President and Chief
Executive Officer
Dated: January 27, 2000
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