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): June 30, 1998
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 2. Acquisition or Disposition of Assets.
On June 30, 1998, Transport Corporation of America, Inc. (the
"Company") acquired all of the issued and outstanding capital stock of North
Star Transport, Inc., a private truckload carrier based in Eagan, Minnesota
("North Star"), pursuant to a Stock Purchase Agreement, dated May 20, 1998 and
as amended June 30, 1998, by and among the Company, North Star and North Star's
shareholders (the "Agreement"). The Company acquired the capital stock of North
Star from Messrs. Jon L. Miller, William I. Hagen and Michael D. Kandris who
were the primary shareholders of North Star. The remainder of North Star's
shareholders were family trusts for the benefit of the children of Messrs.
Miller and Hagen. All of North Star's shareholders are collectively referred to
as the "Selling Shareholders" in this report.
North Star is engaged in the same line of business as the Company. It
owns approximately 30 tractors and 1,200 trailers, and contracts with
approximately 625 independent contractor drivers who lease or own their own
equipment. North Star will be operated as a wholly-owned subsidiary of the
Company, with many operations coordinated with the Company to achieve operating
efficiencies and synergies.
The purchase price paid by the Company consisted of 1,200,000 shares of
the Company's Common Stock (valued at $16.00 per share) and $15,800,000 in cash.
Mr. William I. Hagen filed a Schedule 13G with the Securities and Exchange
Commission on July 1, 1998 reporting that he beneficially owns 6.7% of the
Company's Common Stock as a result of the payment to him of the stock portion of
the purchase price. A total of 65,000 shares of the stock portion of the
purchase price was held back by the Company subject to North Star satisfying a
$12.5 million net worth covenant in the Agreement to be determined by a closing
date audit.
The Company funded the cash portion of the purchase price through
borrowings from an increase to its existing line of credit with Firstar Bank of
Minnesota, N.A. The First Amendment to the Credit Agreement by and among the
Company and Firstar Bank of Minnesota, N.A., is filed with this report as
Exhibit 10.
The Agreement also (1) grants the Selling Shareholders the right to
nominate one director to the Company's Board of Directors; (2) grants the
Selling Shareholders a "put" right to sell the Company's Common Stock they
received back to the Company at $16.89 per share during the 60-day period
commencing on June 30, 2001; (3) prohibits the Selling Shareholders from
competing against North Star or soliciting former employees and customers of
North Star; and (4) grants the Selling Shareholders certain registration rights
with respect to the shares of the Company's Common Stock they received.
The Agreement and the Registration Rights Agreement are incorporated
herein by reference as Exhibits 2.1 and 2.2 hereto. The foregoing description of
the transaction, the Agreement and the registration rights does not purport to
be complete and is qualified in its entirety by reference to such exhibits.
Item 5. Other Events.
In connection with the acquisition of North Star, the Company amended
its Rights Agreement, dated February 25, 1997, by and between the Company and
Norwest Bank Minnesota, N.A., to provide that the Selling Shareholders are not
to be deemed an "Acquiring Person" under the Rights Agreement until their
ownership of the Company's Common Stock equals or exceeds 17%. Amendment No. 1
to the Rights Agreement is incorporated herein by reference as Exhibit 4 hereto.
The foregoing description of the amendment does not purport to be complete and
is qualified in its entirety by reference to such exhibit.
Further, the Company amended Section 3.02 of its by-laws to increase
the size of its Board of Directors to six (6). The Company's by-laws, as so
amended, are filed with this report as Exhibit 3.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial information relating to the acquisition required by this item
will be filed as soon as practicable but in no event later than sixty (60) days
after the filing of this report.
(b) Pro forma financial information.
Financial information relating to the acquisition required by this item
will be filed as soon as practicable but in no event later than sixty (60) days
after the filing of this report.
(c) Exhibits.
Exhibit 2.1 Stock Purchase Agreement, dated May 20, 1998, by and
among Transport Corporation of America, Inc., North
Star Transport, Inc. and the shareholders of North
Star Transport, Inc.; and Amendment No. 1 to the
Stock Purchase Agreement, dated June 30, 1998.
Exhibit 2.2 Registration Rights Agreement, dated June 30, 1998,
by and among Transport Corporation of America, Inc.
and the shareholders of North Star Transport, Inc.
Exhibit 3 By-laws of Transport Corporation of America, Inc., as
amended.
Exhibit 4 Amendment No. 1 to Rights Agreement, dated June 29,
1998, by and between Transport Corporation of
America, Inc. and Norwest Bank Minnesota, N.A..
(Incorporated by reference to Exhibit 1 of Amendment
No. 2 to Form 8-A of Transport Corporation of
America, Inc., filed with the SEC on June 29, 1998.)
Exhibit 10 First Amendment to Credit Agreement, dated June 24,
1998, by and between Transport Corporation of
America, Inc. and Firstar Bank of Minnesota, N.A.
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
Dated: July 15, 1998