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) July 27, 1998
CHEMICAL LEAMAN CORPORATION
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(Exact name of Registrant as specified in charter)
PENNSYLVANIA 000-8517 23-2021808
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
102 Pickering Way, Exton, PA 19341-0200
(Address of principal executive offices)
(610) 363-4200
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On July 28, 1998, MTL Inc., a Florida corporation ("MTL"), announced that
Palestra Acquisition Corp. ("Palestra"), a Delaware corporation and a
wholly-owned subsidiary of MTL, had entered into an Amendment No. 1 (the
"Amendment") to that certain Agreement and Plan of Merger ("CLC Merger
Agreement"), dated as of June 23, 1998, by and among Palestra, Chemical Leaman
Corporation ("CLC") and the shareholders of CLC (each, a "Shareholder" and,
collectively, the "Shareholders") pursuant to which MTL had agreed, subject to
the satisfaction of certain terms and conditions, to acquire all of the
outstanding shares of common stock, $2.50 par value per share, of CLC ("CLC
Common Stock") through the merger (the "CLC Merger") of Palestra with and into
CLC, which thereby will become a wholly-owned subsidiary of MTL. The
Shareholders have approved the CLC Merger Agreement and the Amendment.
Under the terms of the Amendment, all shares ("Shares") of CLC Common Stock
held by the Shareholders shall, by virtue of the CLC Merger, be converted into
the right to receive an aggregate amount in cash (and MTL Common Stock, as
described below) equal to $72.8 million, less Transaction Expenses (as defined
in the Amendment) in excess of $100,000, plus shares of new preferred stock
having a stated value equal to $5 million (collectively, "Merger
Consideration"), subject to certain setoffs as set forth in the CLC Merger
Agreement. A portion of the Shares held by certain Shareholders who are officers
of CLC shall not be converted into cash, but in lieu thereof, shall be converted
into shares of MTL Common Stock as set forth in their employment agreements. The
Amendment also provides for the modification of certain of the covenants,
conditions and indemnifications provided for in the CLC Merger Agreement.
On July 28, 1998, MTL also announced that MTL had commenced a tender offer
and consent solicitation (the "Offer") for the $100 million principal amount of
outstanding 10 3/8% Senior Notes due 2005 of CLC ("Notes"). The Offer is subject
to the completion of the CLC Merger. The Amendment and a copy of MTL's press
release announcing the offer and the Amendment are attached hereto as Exhibit
2.1 and 99.1, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Amendment No. 1, dated as of July 27, 1998, to the Agreement and
Plan of Merger dated as of June 23, 1998, by and among Palestra
Acquisition Corp., Chemical Leaman Corporation and the
shareholders of Chemical Leaman Corporation.
*99.1 Press Release of MTL Inc., dated July 28, 1998, announcing
commencement of the tender offer for the 10 3/8% Senior Notes due
2005 of CLC (Exhibit 99.1 to the Current Report on Form 8-K of
MTL Inc. dated July 27, 1998 (SEC File No. 0-24180)).
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* Incorporated by reference.
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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.
CHEMICAL LEAMAN CORPORATION
Date: August 3, 1998 By: /s/ David M. Boucher
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David M. Boucher, Senior Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Amendment No. 1, dated as of July 27, 1998, to the
Agreement and Plan of Merger dated as of June 23,
1998, by and among Palestra Acquisition Corp.,
Chemical Leaman Corporation and the shareholders of
Chemical Leaman Corporation.