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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): July 7, 1999
JEVIC TRANSPORTATION, INC.
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(Exact name of issuer as specified in charter)
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NEW JERSEY 000-23095 23-2373402
(State or other Jurisdiction of Commission (I.R.S. Employer
Incorporation or Organization) File Number Identification Number)
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700 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 1. CHANGES IN CONTROL OF REGISTRANT
CONSUMMATION OF THE TENDER OFFER
This Report relates to the tender offer (the "Tender Offer") disclosed
in a Tender Offer Statement on Schedule 14D-1, dated June 9, 1999 (the "Schedule
14D-1"), filed with the Securities and Exchange Commission by Yellow
Corporation, a Delaware corporation ("Parent"), and its wholly-owned subsidiary
JPF Acquisition Corp., a New Jersey corporation (the "Purchaser"), to purchase
all of the outstanding shares of Common Stock, no par value, and Class A Common
Stock, no par value (collectively, the "Shares"), of Jevic Transportation, Inc.,
a New Jersey corporation (the "Company"), at a price of $14.00 per Share in
cash. The Tender Offer was commenced pursuant to an Agreement and Plan of
Merger, dated as of June 6, 1999 (the "Merger Agreement"), by and among Parent,
the Purchaser and the Company. The Tender Offer and the Merger Agreement are
described in the Company's Schedule 14D-9, dated June 9,1999 (as amended, the
"Schedule 14D-9") and filed with the Securities and Exchange Commission, which
Schedule 14D-9 is incorporated herein by reference.
The Tender Offer expired at 12:00 midnight (New York City time) on
Wednesday, July 7, 1999. On July 8, 1999, the Purchaser accepted for payment
10,553,167 Shares (representing approximately 98.6% of the outstanding
Shares).
Following the consummation of the Tender Offer, the Merger Agreement
provides that, subject to the terms and conditions thereof, and in accordance
with the Corporation Law of the State of New Jersey, at the time the merger
becomes effective in accordance with applicable law (the "Effective Time"), the
Purchaser will be merged with and into the Company (the "Merger"). The Merger is
expected to be completed on July 9, 1999. As a result of the Merger, the
separate corporate existence of the Purchaser will cease and the Company will
continue as the surviving corporation. At the Effective Time, each Share issued
and outstanding prior to the Effective Time which was not purchased in the
Tender Offer (approximately 152,000 Shares) shall be converted into the right to
receive $14.00 in cash, the per Share price paid in the Tender Offer.
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Based on information contained in the Schedule 14D-1, the total amount
of funds required to purchase the Shares pursuant to the Tender Offer and to
consummate the Merger, to refinance indebtedness of the Company which may become
payable as a result of the Tender Offer and the Merger, and to pay fees and
expenses related to the Tender Offer and the Merger will be approximately $220.0
million. According to the Schedule 14D-1, the Purchaser plans to obtain all
funds needed for the Tender Offer and Merger from Parent.
The Schedule 14D-1 states that Parent intends to obtain these funds by
borrowing from an existing $300 million revolving credit facility created under
a credit agreement by and among Parent, NationsBank, N.A., individually and as
documentation agent, the First Union National Bank of Chicago, individually, as
issuer and as agent and the several lenders from time to time parties thereto
(as defined therein) dated as of September 24, 1997 (the "Credit Agreement").
According to the Schedule 14D-1, Parent may elect to obtain a portion of such
funds from an asset-backed securitization agreement involving Parent's accounts
receivable (the "Receivables Purchase Agreement"). The Schedule 14D-1 states
that: (i) Parent does not consider that there are any conditions or restrictions
that would limit it from obtaining these funds under the Credit Agreement or the
Receivables Purchase Agreement, (ii) such borrowings may be repaid by Parent
from time to time, in whole or in part, from internally generated funds or from
the proceeds of other borrowings, and (iii) the Receivables Purchase Agreement
terminates on August 1, 1999. The Tender Offer is not conditioned upon obtaining
financing.
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 Parent, the Purchaser and the Company. (1)
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(1) Previously filed as Exhibit 1 to the Company's Schedule 14D-9 and
incorporated herein 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.
JEVIC TRANSPORTATION, INC.
Date: July 8, 1999 By: /s/ Harry J. Muhlschlegel
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Harry J. Muhlschlegel
Chief Executive Officer