SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 30, 1998
SMITHWAY MOTOR XPRESS CORP.
(Exact name of registrant as specified in its charter)
NEVADA 000-20793 42-1433844
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
2031 Quail Avenue, Fort Dodge, Iowa 50501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (515) 576-7418
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ITEM 2. Acquisition or Disposition of Assets
Smithway Motor Xpress Corp., a Nevada corporation ("SMXC"), is the
reporting company under this Form 8-K. On October 30, 1998, SMXC formed a new,
wholly-owned subsidiary ("New JHT") in connection with the purchase of certain
assets from the following related businesses: JHT, Inc., a Minnesota corporation
("Old JHT"); JHT LOGISTICS, INC., a Minnesota corporation; Bass Brook Truck
Service, Inc., a Minnesota corporation; and JERDON TERMINAL HOLDINGS, LLC, a
Minnesota limited liability company (individually a "Seller" and together the
"Sellers" or the "Related Businesses").
The Related Businesses operated a terminal in Cohasset, Minnesota from
which they provided regional, dry van, truckload transportation of general
commodities. The Related Businesses generated approximately $24 million in
combined revenue in 1997. New JHT intends to continue operating the equipment in
this manner, using the assets acquired to augment the existing operations of
SMXC's other wholly-owned subsidiaries. SMXC is a truckload carrier that
provides nationwide transportation of diversified freight, concentrating
primarily on the flatbed segment of the truckload market.
Effective October 30, 1998, New JHT consummated the acquisition of certain
assets owned by the Related Businesses pursuant to the Asset Purchase Agreement
dated September 23, 1998 (the "Agreement"). The Agreement called for a purchase
price of approximately $12.5 million in cash, the first $10.2 million of which
was paid directly to the Sellers' creditors to retire all obligations and remove
all liens relating to the certain assets acquired. The purchased assets included
tractors, trailers, prepaid licenses, miscellaneous assets and inventory, and
mobile communication terminals. The purchase of the terminal location and 12
surrounding acres from JERDON TERMINAL HOLDINGS, LLC is contingent upon the
results and any required remediation in connection with an environmental survey
of the property. In the interim New JHT is renting the terminal for $100 per
day.
Under the Agreement, the Sellers, their shareholders or members, and the
spouses of the shareholders or members are prohibited from competing in the
truckload freight transportation business for a period of three years after the
later of the individual shareholder or spouse's final day of employment by SMXC
or any affiliate or the date of Closing. Following the Closing for a period of
six months, Jerry H. Hammann will provide consulting services to New JHT and
SMXC's other wholly-owned subsidiaries, as an independent contractor. No
consideration separate from the Agreement itself is allocated to either the
noncompetition or consultation undertakings.
SMXC increased its line of credit with LaSalle National Bank to finance
the transaction. The consideration exchanged was determined through arms'-length
negotiations. There is no material relationship between the Related Businesses
or their shareholders or members and SMXC, New JHT, or SMXC's other wholly-owned
subsidiaries, any of their affiliates, any of their directors or officers, or
any associate of any such director or officer.
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The reporting company is not required to file financial statements of the
acquired entity or pro forma financial statements in connection with this
Current Report on Form 8-K.
ITEM 7. Exhibits.
The terms of the acquisition are more fully described in the Agreement and
the First Amendment to the Asset Purchase Agreement and Real Estate Purchase
Agreement, copies of which are attached hereto as Exhibits 2.1 and 2.2,
respectively. In addition, the SMXC press release announcing the acquisition is
filed herewith as Exhibit 99.
2.1 Asset Purchase Agreement dated September 23, 1998, by and among
Smithway Motor Xpress, Inc., JHT, Inc.; LOGISTICS, INC.; Bass Brook
Truck Service, Inc.; JERDON TERMINAL HOLDINGS, LLC;, and Jerry H.
Hammann, Donna Hammann, Vicki Dunell, Tammi Smith, and Jerry S.
Hammann*
2.2 First Amendment to Asset Purchase Agreement and Real Estate Purchase
Agreement dated October 29, 1998, by and among SMITHWAY MOTOR
XPRESS, INC.; JHT, Inc.; JHT LOGISTICS, INC.; Bass Brook Truck
Service, Inc.; JERDON TERMINAL HOLDINGS, LLC; and Jerry H. Hammann,
Donna Hammann, Vicki Dunnell, Tammi Smith, and Jerry S. Hammann*
99 Press release issued by SMXC announcing the transaction
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* All of the schedules and exhibits have been omitted. SMXC hereby agrees
to furnish supplementally to the Commission a copy of any schedule or
exhibit omitted upon the Commission's request.
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.
SMITHWAY MOTOR XPRESS CORP.
Date: November 10, 1998 By: /s/ G. LARRY OWENS
G. Larry Owens, Executive Vice President
and Chief Operating Officer
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