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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) December 8, 1998
The J.H. Heafner Company, Inc.
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(Exact name of registrant as specified in its charter)
North Carolina 0001068152 56-0754594
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2105 Water Ridge Parkway, Suite 500, Charlotte, North Carolina 28217
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 423-8989
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 8, 1998, The J.H. Heafner Company, Inc. (the "Company") completed
its offering of $50 million in aggregate principal amount of 10% Series C Senior
Notes Due 2008 (the "Notes"). The Notes were issued and sold in accordance with
Securities and Exchange Commission Rule 144A and have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States absent registration under the Securities
Act or an applicable exemption from the registration requirements thereof.
The Notes are senior unsecured obligations of the Company ranking pari passu in
right of payment with all other existing and future senior indebtedness of the
Issuer and senior in right of payment to any existing and future subordinated
indebtedness of the Issuer.
The Notes will mature on May 15, 2008. Interest on the Notes will be payable
semiannually on May 15 and November 15 of each year, commencing May 15, 1999.
The Notes will be redeemable at the option of the Issuer, in whole or in part,
at any time after May 15 of 2003, 2004, 2005 and 2006 at 105%, 103.333%,
101.667% and 100% of the principal amount thereof, respectively, in each case
plus accrued and unpaid interest to the date of the redemption. In addition,
prior to the earlier of May 15, 2001 and the closing of a registered exchange
offer for the Notes pursuant to the Registration Rights Agreement (included
herein), the Company may redeem up to 35% of the original aggregate principal
amount of the Notes at a redemption price of 110% of the principal amount
thereof, plus accrued and unpaid interest to the date of redemption, with the
proceeds of certain public equity offerings, provided that at least 65% of the
original aggregate principal amount of the Notes remains outstanding immediately
after such redemption. Following the closing of such a registered exchange offer
and prior to May 15, 2001, up to $52.5 million of the original aggregate
principal amount of the Notes, less the maximum aggregate principal amount of
the Company's previously-issued 10% Senior Notes Due 2008 (the "Existing Notes")
permitted to be redeemed under the indenture governing the Existing notes, may
be redeemed at such redemption prices, plus accrued and unpaid interest,
provided that at least $97.5 million in total original aggregate principal
amount of Notes and Existing Notes remains outstanding. Upon the occurrence of
certain change of control events, the Company will be required to make an offer
to purchase the Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase.
The net proceeds of the offering, after deducting underwriting discounts, legal
and accounting fees and other out-of-pocket expenses payable by the Company,
were approximately $49.0 million. The Issuer applied the net proceeds to repay
certain amounts outstanding under the Company's credit facility. The Notes were
sold to certain "qualified institutional buyers" (as defined in Rule 144A under
the Securities Act) through BancBoston Robertson Stephens Inc. and Credit Suisse
First Boston Corporation as Initial Purchasers.
The Issuer has agreed to file an exchange offer registration statement or, under
certain circumstances, a shelf registration statement pursuant to the
Registration Rights Agreement. In the event the Company fails to comply with
certain of its obligations under the Registration Rights Agreement, additional
cash interest will be payable on the Notes.
The Issuer does not intend to apply for listing of the Notes on any securities
exchange or for inclusion of the Notes in any automated quotation system. The
Notes will be eligible for trading in The PORTAL Market, a subsidiary of The
Nasdaq Stock Market, Inc.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 4.1 Indenture, dated as of December 1, 1998 among The
J.H. Heafner Company, Inc., the Subsidiary Guarantors
named therein and First Union National Bank, as
trustee
Exhibit 4.2 Form of 10% Senior Note Due 2008, Series C (attached
as Exhibit 1 to the Rule 144A/Regulation S Appendix
to the Indenture)
Exhibit 10.1 Registration Rights Agreement, dated December 1,
1998, among The J.H. Heafner Company, Inc.,
BancBoston Robertson Stephens Inc. and Credit Suisse
First Boston Corporation
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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: December 15, 1998 The J.H. Heafner Company, Inc.
By: /s/ Donald C. Roof
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Donald C. Roof
SVP - Finance
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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4.1 Indenture, dated as of December 1, 1998 among The J.H. Heafner
Company, Inc., the Subsidiary Guarantors named therein and
First Union National Bank, as trustee
4.2 Form of 10% Senior Note Due 2008, Series C (attached as
Exhibit 1 to the Rule 144A/Regulation S Appendix to the
Indenture)
10.1 Registration Rights Agreement, dated December 1, 1998, among
The J.H. Heafner Company, Inc., BancBoston Robertson Stephens
Inc. and Credit Suisse First Boston Corporation