SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) February 25, 1998
MATLACK SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10105 51-0310173
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2200 Concord Pike, Wilmington, Delaware 19803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (302) 426-2700
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On February 25, 1998 Matlack Systems, Inc., a Delaware corporation
("Matlack"), and Apollo Management L.P. ("Apollo") entered into a Letter of
Intent (the "Letter of Intent") pursuant to which Palestra Acquisition Corp., a
Delaware corporation formed by Apollo ("Palestra"), agreed to purchase all of
the issued and outstanding common stock, par value $1.00 per share (the "Common
Stock"), of Matlack, subject to various conditions specified therein. The
purchase price, to be paid in cash, will be $12.00 per share of Common Stock.
The Letter of Intent will expire on March 14, 1998 unless the parties execute a
definitive agreement containing the negotiated terms of the proposed transaction
or agree to extend the termination date. The description of the Letter of Intent
set forth herein does not purport to be complete and is qualified in its
entirely by the provisions of the Letter of Intent, which is attached hereto as
Exhibit A and is incorporated herein by reference.
In connection with the proposed merger of Palestra into Matlack and
simultaneous with the Letter of Intent, on February 25, 1998 Rollins Properties,
Inc. ("Rollins Properties"), the beneficial owner of 7% of Matlack Common Stock,
entered into an Option Agreement with Apollo and Palestra (the "Option
Agreement"), a copy of which is attached hereto as Exhibit C and is incorporated
herein by reference, pursuant to which Rollins Properties agreed to sell all of
its Common Stock to Palestra upon the fulfillment of certain conditions. In
addition, other of Matlack's shareholders, specifically John W. Rollins, Sr.,
John W. Rollins, Jr. and Henry B. Tippie (such shareholders collectively, the
"Selling Shareholders") entered into an agreement with Apollo and Palestra on
February 25, 1998 (the "Support Agreement") pursuant to which (I) Palestra may,
upon written notice to the Selling Shareholders and the occurrence of certain
conditions, purchase all of the Selling Shareholders' Common Stock and (ii) the
Selling Shareholders appoint an individual designated by Palestra as each of the
Selling Shareholders' proxy and attorney-in-fact (with full power of
substitution) to vote the Selling Shareholders' Common Stock at any meeting of
Matlack's shareholders in favor of the transactions contemplated by the Letter
of Intent. The Support Agreement is attached hereto as Exhibit D and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following exhibits are filed herewith:
99.A Letter of Intent, dated February 25, 1998, by and between Matlack
Systems, Inc. and Apollo Management, L.P.
99.B Press release dated February 25, 1998.
99.C Option Agreement, dated February 25, 1998, by and among Rollins
Properties, Inc., Apollo Management, L.P. and Palestra Acquisition
Corp.
99.D Support Agreement #1, dated February 25, 1998, by and among John W.
Rollins, Sr., John W. Rollins, Jr. and Henry B. Tippie, Apollo
Management L.P. and Palestra Acquisition Corp.
SIGNATURE
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.
MATLACK SYSTEMS, INC.
Dated: March 11, 1998 By:____________________________
Name: Michael B. Kinnard
Title: Vice-President
and General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.A Letter of Intent, dated February 25, 1998, by and
between Matlack Systems, Inc. and Apollo Management, L.P.
99.B Press release dated February 25, 1998.
99.C Option Agreement, dated February 25, 1998, by and among
Rollins Properties, Inc., Apollo Management, L.P. and
Palestra Acquisition Corp.
99.D Support Agreement #1, dated February 25, 1998, by and
among John W. Rollins, Sr., John W. Rollins, Jr. and Henry
B. Tippie, Apollo Management, L.P. and Palestra
Acquisition Corp.