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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ECHANGE ACT OF 1934
Date of report (date of earliest event reported): May 24, 1999
THE J.H. HEAFNER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina 333-61713 56-0754584
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
2105 Water Ridge Parkway, Suite 500, Charlotte, North Carolina 28217
(Address of Principal Executive Offices) (Zip Code)
(704) 423-8989
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On May 24, 1999, Charlesbank Equity Fund IV, Limited Partnership, a
Massachusetts limited partnership (the "Purchaser"), purchased all of the shares
of Class A common stock of the Registrant held by certain North Carolina general
partnerships directly or indirectly wholly-owned by Ann H. Gaither, William H.
Gaither, Susan Gaither Jones and Thomas R. Jones (the "Gaither Family
Stockholders") and all of the shares of Class B common stock of Heafner held by
Wingate Partners II, L.P., Wingate Affiliates II, L.P., Leon R. Ellin, Armistead
Burwell, Jr. and Callier Investment Company (the "Class B Stockholders") for an
aggregate purchase price of approximately $44.0 million. The source of the
purchase price was the Purchaser's private equity capital. With the purchase,
the Purchaser became the beneficial owner of approximately 95.2% of Registrant's
issued and outstanding shares of Class A common stock, which possess 20 votes
per share, and approximately 96.8% of its issued and outstanding shares of Class
B common stock, which possess 1 vote per share. The purchase was made pursuant
to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of
April 21, 1999, by and among the Gaither Family Stockholders, the Class B
Stockholders, the Registrant and the Purchaser.
The Purchaser is a private equity fund managed by Charlesbank Capital
Partners, LLC ("Charlesbank"). Charlesbank, the successor to Harvard Private
Capital Group, is a private investment firm with over $2 billion of direct
private investment assets.
Effective upon the closing of the transactions provided for in the
Stock Purchase Agreement, the following designees of the Purchaser were
appointed to the Registrant's board of directors: Kim G. Davis, Tim R. Palmer,
Mark A. Rosen and Jon M. Biotti. In addition, Ann H. Gaither, V. Edward
Easterling, Jr., Victoria B. Jackson and William M. Wilcox, Jr. resigned from
the Registrant's board of directors. Simultaneously, William H. Gaither resigned
as President and Chief Executive Officer of the Registrant and became its
Chairman, and Donald C. Roof, formerly Senior Vice President, Chief Financial
Officer and Treasurer, became President and Chief Executive Officer and was
appointed to the Registrant's board of directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Stock Purchase Agreement, dated as of April 21, 1999, by and
among the Gaither Family Stockholders, the Class B
Stockholders, the Registrant and the Purchaser.
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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.
Date: June 7, 1999
THE J.H. HEAFNER COMPANY, INC.
/s/ Donald C. Roof
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Donald C. Roof
President and Chief Executive Officer
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