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) December 9, 1998
UNITED ROAD SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 000-24019 94-3278455
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
8 Automation Lane, Albany, New York 12205
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 518-446-0140
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On December 9, 1998, United Road Services, Inc. (the "Company") acquired
all of the capital stock of Pilot Transport, Inc., ("Pilot") an Arizona
corporation from Pilot's stockholders by merging Pilot into URS Transport, Inc.,
a wholly-owned subsidiary of the Company. The aggregate purchase price was
approximately $25.0 million, consisting of approximately $10.6 million in cash
and 1,000,000 shares of the Company's Common Stock. The cash portion of the
purchase price was funded from amounts available from operations and under the
Company's credit facility with various financial institutions for which Bank of
America National Trust and Savings Association acts as agent. The purchase price
was determined on the basis of arms-length negotiations between the Company and
the stockholders of Pilot. The acquisition was effected pursuant to a merger
agreement between the Company and the stockholders of Pilot.
Pilot provides transport and storage services for prototype, test, and
promotional automobiles, many of which are transported to and from test sites,
shows, and public relation events in customized, closed vehicle carriers. Under
the Company's ownership Pilot is expected to continue to provide such services.
The foregoing description of the Company's acquisition of Pilot is
qualified in its entirety by reference to the Merger Agreement attached as
Exhibit 2.1 and the First Amendment to Merger Agreement attached as Exhibit 2.2,
each of which are hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The financial statements of Pilot required to be filed with this
report on Form 8-K will be filed by way of an amendment to this Form 8-K within
sixty (60) days of the due date of this Report, i.e., by February 22, 1999.
(b) Pro Forma financial information
The pro forma financial information required to be filed with
this report on Form 8-K will be filed by way of an amendment to this Form 8-K
within sixty (60) days of the due date of this Report, i.e., by February 22,
1999.
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.
Date: December 23, 1998 UNITED ROAD SERVICES, INC.
By:/s/ Edward T. Sheehan
---------------------
Edward T. Sheehan
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Merger Agreement, dated November 5, 1998, by and among United
Road Services, Inc.; URS Transport, Inc.; Pilot Transport, Inc.;
Laurence J. Pons; William G. Cole; Laurence J. Pons and Mary
Diane Pons, as Trustees of The Laurence J. Pons and Mary Diane
Pons Revocable Trust, dated December 16, 1992; William G. Cole,
as Trustee under Trust Agreement executed by William G. Cole as
Settlor on March 20, 1992; Charles R. Rives, as Trustee of The
Erin L. Pons Irrevocable Trust, dated April 16, 1997; and Charles
R. Rives, as Trustee of the David L. Pons Irrevocable Trust,
dated April 16, 1997.
2.2 First Amendment to Merger Agreement, dated December 2, 1992 by
and among United Road Services, Inc.; URS Transport, Inc.; Pilot
Transport, Inc.; Laurence J. Pons; William G. Cole; Laurence J.
Pons and Mary Diane Pons, as Trustees of The Laurence J. Pons and
Mary Diane Pons Revocable Trust, dated December 16, 1992; William
G. Cole, as Trustee under Trust Agreement executed by William G.
Cole as Settlor on March 20, 1992; Charles R. Rives, as Trustee
of The Erin L. Pons Irrevocable Trust, dated April 16, 1997; and
Charles R. Rives, as Trustee of the David L. Pons Irrevocable
Trust, dated April 16, 1997.