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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 1999
JEVIC TRANSPORTATION, INC.
(Exact name of issuer as specified in charter)
NEW JERSEY 000-23095 23-2373402
(State or other Jurisdiction of Commission (I.R.S. Employer
Incorporation or Organization) File Number Identification Number)
600 CREEK ROAD, DELANCO, NEW JERSEY 08075
(Address of principal executive offices)
(609) 461-7111
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 6, 1999, Jevic Transportation, Inc. (the "Company") entered
into an Agreement and Plan of Merger ("Merger Agreement") under which JPF
Acquisition Corp., a wholly-owned subsidiary of Yellow Corporation ("Yellow"),
will commence a tender offer to acquire all shares of the Company at a cash
price of $14 per share. Upon completion of the tender offer and a subsequent
merger with JPF Acquisition Corp., the Company will become a wholly-owned
subsidiary of Yellow.
The value of the acquisition, including debt assumption, is
approximately $200 million. It will be financed through cash on hand at Yellow
and existing Yellow debt facilities and could be completed early in the third
quarter of 1999. Completion of the tender offer and subsequent merger is subject
to certain customary conditions, including the receipt of regulatory approval
under the Hart-Scott-Rodino Antitrust Inprovements Act of 1976.
The Merger Agreement is subject to termination by the Company in the
event it receives a financially superior unsolicited third party offer, subject
to the payment to Yellow of a termination fee of $4.75 million and reimbursement
of up to $1 million of Yellow's expenses, and subject to satisfaction of certain
other conditions.
Certain shareholders and members of management of the Company, holding
in the aggregate approximately 53% of the outstanding shares of the Company,
entered into a Tender and Voting Agreement, pursuant to which they agreed to
tender their shares in the Company and to vote their shares in favor of the
tender offer and merger pursuant to the Merger Agreement. This agreement would
terminate in the event the Merger Agreement were to terminate.
A copy of the Merger Agreement and the Tender and Voting Agreement are
being filed as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 6, 1999, by and
among Yellow Corporation, JPF Acquisition Corp., and Jevic Transportation, Inc.
In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the
Company Disclosure Schedule to the Merger Agreement is not being filed as part
of this Exhibit 2.1. The Company agrees to furnish supplementally a copy of such
Schedule to the Securities and Exchange Commission upon request.
2.2 Tender and Voting Agreement, dated as of June 6, 1999, among Yellow
Corporation, JPF Acquisition Corp., Harry J. Muhlschlegel, Karen B. Muhlschlegel
and trusts for their benefit and the benefit of their family members.
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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.
JEVIC TRANSPORTATION, INC.
Date: June 7, 1999 By: /s/ Harry J. Muhlschlegel
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Harry J. Muhlschlegel
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of June 6, 1999, by and
among Yellow Corporation, JPF Acquisition Corp., and Jevic
Transportation, Inc.
2.2 Tender and Voting Agreement, dated as of June 6, 1999, among
Yellow Corporation, JPF Acquisition Corp., Harry J. Muhlschlegel,
Karen B. Muhlschlegel and trusts for their benefit and the benefit
of their family members.