SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 27, 1998
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UNITED ROAD SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-24019 94-3278455
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.
8 Automation Lane, Albany, New York 12205
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 518-446-0140
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N/A
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
Between May 6, 1998 and October 8, 1998 United Road Services, Inc.
acquired 27 businesses (including E&R and EAR) for an aggregate of $64.0 million
in cash and 1,708,907 shares of Common Stock. Historical financial statements
for seven of these businesses are contained in Exhibits 99.3 through 99.9
attached hereto. Unaudited pro forma combined financial information relating to
these acquisitions is contained in Exhibit 99.10 attached hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
1. The consolidated balance sheets of E&R Towing & Garage, Inc. and
subsidiaries as of February 28, 1998 (audited) and June 30, 1998 (unaudited) and
consolidated statements of operations and retained earnings and cash flows for
the year ended February 28, 1998 (audited) and the four months ended June 30,
1997 and 1998 (unaudited) contained in Exhibit 99.1 attached hereto are
incorporated herein by reference.
2. The balance sheets of Environmental Auto Removal, Inc. as of
December 31, 1997 (audited) and June 30, 1998 (unaudited) and statements of
operations and retained earnings (deficit) and cash flows for the year ended
December 31, 1997 (audited) and the six months ended June 30, 1997 and 1998
(unaudited) contained in Exhibit 99.2 attached hereto are incorporated herein by
reference.
3. The balance sheets of Neil's Used Truck & Car Sales, Incorporated as
of December 31, 1997 (audited) and June 30, 1998 (unaudited) and statements of
operations, stockholders' equity and cash flows for the year ended December 31,
1997 (audited) and the six months ended June 30, 1997 and 1998 (unaudited)
contained in Exhibit 99.3 attached hereto are incorporated herein by reference.
4. The combined balance sheets of 5-L Corporation and ADP Transport,
Inc. as of December 31, 1997 (audited) and June 30, 1998 (unaudited) and
combined statements of operations, stockholders' equity and cash flows for the
year ended December 31, 1997 (audited) and the six months ended June 30, 1997
and 1998 (unaudited) contained in Exhibit 99.4 attached hereto are incorporated
herein by reference.
5. The balance sheets of Car Transporters Corporation as of December
31, 1997 (audited) and June 30, 1998 (unaudited) and statements of operations,
stockholders' deficit and cash flows for the year ended December 31, 1997
(audited) and the six months ended June 30, 1997 and 1998 (unaudited) contained
in Exhibit 99.5 attached hereto are incorporated herein by reference.
6. The balance sheets of Schroeder Auto Carriers, Inc. as of December
31, 1997 (audited) and June 30, 1998 (unaudited) and statements of operations,
stockholders' equity and cash flows for the year ended December 31, 1997
(audited) and the six months ended June 30, 1997 and 1998 (unaudited) contained
in Exhibit 99.6 attached hereto are incorporated herein by reference.
7. The balance sheets of Keystone Towing, Inc. as of December 31, 1996
and 1997 (audited) and June 30, 1998 (unaudited) and statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1996 and
1997 (audited) and the six months ended June 30, 1997 and 1998 (unaudited)
contained in Exhibit 99.7 attached hereto are incorporated herein by reference.
8. The balance sheets of Fast Towing, Inc. as of December 31, 1997
(audited) and June 30, 1998 (unaudited) and statements of operations,
stockholders' equity and cash flows for the year ended December 31, 1997
(audited) and the six months ended June 30, 1997 and 1998 (unaudited) contained
in Exhibit 99.8 attached hereto are incorporated herein by reference.
9. The balance sheets of Alert Auto Transport, Inc. as of May 31, 1998
(audited) and June 30, 1998 (unaudited) and statements of earnings and retained
earnings and cash flows for the year ended May 31, 1998 (audited) and the one
month ended June 30, 1997 and 1998 (unaudited) contained in Exhibit 99.9
attached hereto are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited Pro Forma Combined Financial Statements for United
Road Services, Inc. contained in Exhibit 99.10 attached hereto are incorporated
herein by reference .
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: October 26, 1998 UNITED ROAD SERVICES, INC.
By: /s/ Edward T. Sheehan
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Edward T. Sheehan
Chairman and Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99.1 Consolidated balance sheets of E&R Towing & Garage, Inc. and
subsidiaries as of February 28, 1998 (audited) and June 30, 1998
(unaudited) and consolidated statements of operations and
retained earnings and cash flows for the year ended February 28,
1998 (audited) and for the four months ended June 30, 1997 and
1998 (unaudited).
99.2 Balance sheets of Environmental Auto Removal, Inc. as of
December 31, 1998 (audited) and June 30, 1998 (unaudited) and
statements of operations and retained earnings (deficit) and
cash flows for the year ended December 31, 1997 (audited) and
for the six months ended June 30, 1998 (unaudited).
99.3 Balance sheets of Neil's Used Truck & Car Sales, Incorporated
as of December 31, 1997 (audited) and June 30, 1998 (unaudited)
and statements of operations, stockholders' equity and cash
flows for the year ended December 31, 1997 (audited) and the six
months ended June 30, 1997 and 1998 (unaudited).
99.4 The combined balance sheets of 5-L Corporation and ADP
Transport, Inc. as of December 31, 1997 (audited) and June 30,
1998 (unaudited) and combined statements of operations,
stockholders' equity and cash flows for the year ended December
31, 1997 (audited) and the six months ended June 30, 1997 and
1998 (unaudited).
99.5 Balance sheets of Car Transporters Corporation as of December
31, 1997 (audited) and June 30, 1998 (unaudited) and statements
of operations, stockholders' deficit and cash flows for the year
ended December 31, 1997 (audited) and the six months ended June
30, 1997 and 1998 (unaudited).
99.6 Balance sheets of Schroeder Auto Carriers, Inc. as of December
31, 1997 (audited) and June 30, 1998 (unaudited) and statements
of operations, stockholders' equity and cash flows for the year
ended December 31, 1997 (audited) and the six months ended June
30, 1997 and 1998 (unaudited).
99.7 Balance sheets of Keystone Towing, Inc. as of December 31, 1996
and 1997 (audited) and June 30, 1998 (unaudited) and statements
of operations, stockholders' equity and cash flows for the years
ended December 31, 1996 and 1997 (audited) and the six months
ended June 30, 1997 and 1998 (unaudited).
99.8 Balance sheets of Fast Towing, Inc. as of December 31, 1997
(audited) and June 30, 1998 (unaudited) and statements of
operations, stockholders' equity and cash flows for the year
ended December 31, 1997 (audited) and the six months ended June
30, 1997 and 1998 (unaudited).
99.9 Balance sheets of Alert Auto Transport, Inc. as of May 31, 1998
(audited) and June 30, 1998 (unaudited) and statements of
earnings and retained earnings and cash flows for the year ended
May 31, 1998 (audited) and the one month ended June 30, 1997 and
1998 (unaudited).
99.10 Unaudited Pro Forma Combined Financial Statements for United
Road Services, Inc. and related notes.