U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 8, 1998
------------------------------------------------
Date of Report (date of earliest event reported)
U. S. Trucking, Inc.
-----------------------------------------------------
Exact Name of Registrant as Specified in its Charter
Colorado 33-9640-LA 68-0133692
- --------------------------- --------------- ----------------------
State or Other Jurisdiction Commission File IRS Employer Identifi-
of Incorporation Number cation Number
10602 Timberwood Circle #9, Louisville, Kentucky 40223
---------------------------------------------------------
Address of Principal Executive Office, Including Zip Code
(502) 339-4000, Ext. 3006
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
Northern Dancer Corporation
370 17th Street, Suite 2300, Denver, Colorado 80202
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 8, 1998, U.S. Trucking, Inc. (formerly "Northern Dancer
Corporation") (the "Company") completed the acquisition of 100% of the
outstanding common stock of U.S. Trucking, Inc., a Nevada corporation ("U.S.
Trucking-Nevada"), in exchange for shares of the Company's common stock. The
Company issued a total of 15,877,300 post-split shares of its common stock
(approximately 96% of the shares now outstanding) to the shareholders of U.S.
Trucking-Nevada at the Closing.
The stock issuances were made pursuant to a Share Exchange Agreement
("Agreement") between the Company and U.S. Trucking-Nevada. The terms of the
Agreement were the result of negotiations between the managements of the
Company and U.S. Trucking-Nevada. However, the Board of Directors did not
obtain any independent "fairness" opinion or other evaluation regarding the
terms of the Agreement, due to the cost of obtaining such opinions or
evaluations.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the exhibits thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
On September 4, 1998, the Company held a Special Shareholders meeting
where the Company's shareholders approved the following matters subject to the
closing of the reverse acquisition of U.S. Trucking-Nevada:
(1) A name change to U.S. Trucking, Inc.;
(2) A one for 160 reverse stock split which was effective on the opening
of trading on September 8, 1998; and
(3) A reduction in the number of authorized shares of common stock from
1 billion to 75 million.
As a result of the transaction with U.S. Trucking-Nevada, the issuance of
the 15,877,300 shares of the Company's Common Stock to the U.S. Trucking-
Nevada shareholders, and the one for 160 reverse stock split, following are
those persons known by the Company to own 5% or more of the Company's Voting
Stock:
Percent of
Number of Outstanding
Name and Address Voting Shares Voting Shares
- ---------------- ------------- -------------
Logistics, L.L.C. (1) 13,000,000 78.8%
10602 Timberwood Circle #9
Louisville, KY 40223
Danny L. Pixler 6,500,000 (2) 39.4%
Suite 216
3125 Ashley Phosphate Road
North Charleston, SC 29418
The W. Anthony Huff Irrevocable 6,500,000 39.4%
Trust
10602 Timberwood Circle #9
Louisville, KY 40223
2
Joff Pollon & Associates 1,160,000 7.0%
3113 Corte Marin
Newport Beach, CA 92660
_______________
(1) Logistics, L.L.C. is 50% owned by Danny L. Pixler and 50% owned by
The W. Anthony Huff Irrevocable Trust.
(2) Represents a 50% interest in the shares held by Logistics, L.L.C.
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
Danny L. Pixler - Vice Chairman, President and Director
W. Anthony Huff - Chairman, Executive Vice President and Director
John Ragland - Chief Financial Officer
Marion Huff - Secretary
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on August 8, 1997, the Company
acquired all of the outstanding common stock of U.S. Trucking-Nevada in
exchange for shares of the Company's common stock.
U.S. Trucking-Nevada, through its wholly owned subsidiaries, Gulf
Northern Transport, Inc., and Mencor, Inc., is a freight transportation
service and logistics provider to some of the nation's largest shippers
including Consolidated Papers, United Parcel Service, the Trane Co., Excel (a
Cargill Foods Company) and others. USTK operates as a regional truckload
carrier serving major market areas throughout the United States. The Company
specializes in the short to medium haul market segments but also provides
long-haul service as well as small parcel pick up and delivery service in
selected markets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for U.S. Trucking-Nevada
are not yet available, and will be filed by amendment on or before November
22, 1998.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information required by Article 11 of Regulation S-X is not yet available, and
will be filed by amendment on or before November 22, 1998.
(c) EXHIBITS.
Exhibit 10 Share Exchange Agreement between Northern Dancer
Corporation and U.S. Trucking, 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.
U.S. TRUCKING, INC.
Dated: September 22, 1998 By: /s/ W. Anthony Huff
W. Anthony Huff, Executive Vice
President
3