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): August 21, 1998
UNITED ROAD SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-24019 94-3278455
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
8 Automation Lane, Albany, New York 12205
(Address of Principal Executive Offices) (Zip Code)
Registrant telephone number, including area code: (518) 446-0140
Item 2. Acquisition or Disposition of Assets
On August 21, 1998, United Road Services, Inc. (the "Company") purchased
all of the capital stock of E & R Towing and Garage, Inc., an Illinois
corporation ("E & R") from Gerald J. Corcoran, Edward V. Corcoran, Edward V.
Corcoran, Jr. and David Corcoran. The Company also purchased all of the
capital stock of Environmental Auto Removal, Inc., an Illinois corporation
("EAR"), from Gerald J. Corcoran and Edward V. Corcoran. The aggregate
purchase price for E&R and EAR was approximately $26.0 million, consisting of
approximately $22.8 million in cash and approximately $3.2 million in shares
of the Company's Common Stock. The cash portion of the purchase price was
funded from amounts available under the Company's credit facility with
various financial institutions for which Bank of America National Trust and
Savings Association acts as agent. In connection with these transactions,
the Company assumed approximately $970,000 of outstanding indebtedness of
E & R and EAR. The purchase price was determined on the basis of arms-length
negotiations between the Company and the shareholders of E & R and EAR. Each
acquisition was effected pursuant to a separate stock purchase agreement
between the Company and the shareholders of E & R and EAR, respectively.
E & R and EAR provide towing and transport services to the City of
Chicago, its suburbs and to other national customers. Combined, E & R and
EAR service an estimated 300,000 vehicles per year, own approximately 90
specialty service vehicles and employ over 200 persons. Under the Company's
ownership, E & R and EAR will continue to provide motor vehicle and equipment
towing, recovery and transport services.
The foregoing description of the Company's acquisition of E & R and EAR
is qualified in its entirety by reference to the stock purchase agreements
attached as Exhibit 2.1 and Exhibit 2.2, respectively, which are hereby
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
The required financial statements are not currently available. Pursuant
to paragraph (a)(4) of Item 7 of Form 8-K, the required financial statements
will be filed as soon as practicable, but no later than November 4, 1998.
(b) Pro Forma Financial Information.
The required pro forma financial information is not currently available.
Pursuant to paragraph (b)(2) of Item 7 of Form 8-K, the required pro forma
financial information will be filed as soon as practicable, but no later than
November 4, 1998.
(c) Exhibits.
See Index to Exhibits.
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 on this 1st day of September, 1998.
UNITED ROAD SERVICES, INC.
By: /s/ Donald J. Marr
Name: Donald J. Marr
Title: Chief Financial Officer
INDEX TO EXHIBITS
2.1 Stock Purchase Agreement, dated as of August 21, 1998, by and among
United Road Services, Inc., E & R Towing and Garage, Inc., Gerald
J. Corcoran, Edward V. Corcoran, Edward V. Corcoran, Jr. and David
Corcoran.
2.2 Stock Purchase Agreement, dated as of August 21, 1998, by and among
United Road Services, Inc., Environmental Auto Removal, Inc.,
Gerald J. Corcoran and Edward V. Corcoran.