1
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):
NOVEMBER 1, 1999
USA TRUCK, INC.
(Exact name of registrant as specified in is charter)
Delaware 000-19858 71-0556971
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3200 Industrial Park Road, Van Buren, Arkansas 72956
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(501) 471-2500
2
Item 2. Acquisition or Disposition of Assets.
On November 1, 1999, pursuant to an Asset Purchase Agreement (the
"Asset Purchase Agreement") dated October 31, 1999, USA Truck, Inc. (the
"Registrant"), a Delaware corporation, acquired substantially all the assets of
CARCO Carrier Corporation, an Arkansas corporation, which operated under the
name CCC Express, Inc. ("CCC"), for a purchase price of $35,300,000. The
purchase price, which is subject to certain post-closing adjustments, consisted
of (i) a cash payment of approximately $3.0 million; (ii) the assumption of
approximately $6.5 million of liabilities including equipment notes held by Bank
Boston, Mellon U.S. Leasing and Banc of America Leasing & Capital LLC and (iii)
the refinancing with Banc One Leasing Corporation and Deposit Guaranty National
Bank of approximately $25.8 million in other debt secured by equipment. The cash
portion of the purchase price was paid with available cash and proceeds of
borrowings under the Registrant's credit facilities with Deposit Guaranty
National Bank. The purchase price was equal to the net book value of CCC on the
closing date, as adjusted in accordance with the Asset Purchase Agreement, plus
$2.0 million. In connection with the acquisition, the Registrant's borrowing
limit under its General Line of Credit with Deposit Guaranty National Bank was
increased from $20.0 million to $35.0 million effective October 28, 1999.
The acquired operations include a fleet of 498 tractors and 1,103 dry
van trailers, which the Registrant will use in its truckload motor carrier
business. The Registrant is, and before the acquisition CCC was, a motor carrier
engaged in common and contract carriage of truckload quantities of general
commodities. The acquisition represents an increase of 43% in the tractor fleet
of the Registrant, which operated 1,149 tractors and 2,266 dry van trailers
before the transaction. As part of the transaction, the Registrant also assumed
three leases for dedicated shop and fuel facilities.
The foregoing is qualified by reference to the Asset Purchase
Agreement, the form of which is filed as an exhibit to this Report and
incorporated herein by reference.
-2-
3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses being acquired.
(b) Pro forma financial information.
The historical financial statements and information of CCC
required by Item 7(a) and the pro forma financial statements
and information required by Item 7(b) will be filed by
amendment to this Report no later than 60 days after the date
on which this Report is required to be filed.
(c) Exhibits.
Exhibit 2.1: Form of Asset Purchase Agreement
dated as of October 31, 1999 between
the Registrant, as buyer, and CARCO
Carrier Corporation doing business
as CCC Express, Inc., as seller, and
CARCO Capital Corporation.
-3-
4
SIGNATURES
Pursuant to the requirement 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: November 12, 1999 USA Truck, Inc.
By: /s/ Jerry D. Orler
-----------------------------------
Jerry D. Orler
Vice President - Finance and
Chief Financial Officer
-4-
5
INDEX TO EXHIBITS
Exhibit Exhibit
------- -------
2.1 Form of Asset Purchase Agreement dated as of
October 31, 1999 between the Registrant, as
buyer, and CARCO Carrier Corporation doing
business as CCC Express, Inc., as seller and
CARCO Capital Corporation.