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 16, 1999
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23189 41-1883630
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8100 Mitchell Road, Suite 200, Minneapolis, Minnesota 55344-2248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 937-8500
Not Applicable
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On December 16, 1999, C.H. Robinson Worldwide, Inc. (the "Registrant")
through its subsidiary C.H. Robinson Company, Inc. acquired the operations and
certain assets of American Backhaulers, Inc. These assets consist of customer
and provider contracts, real estate leases, computer equipment and office
equipment. The acquisition was made pursuant to an Asset Purchase Agreement,
dated November 18, 1999, by and among the Registrant, C.H. Robinson Company,
American Backhaulers, Inc., Paul L. Loeb, the Paul L. Loeb Family Trust and the
Jodi Sue Loeb Family Trust. The purchase price of the assets consisted of a
$100,000,000 promissory note payable December 31, 1999 and 1,120,715 newly
issued shares of the Registrant's common stock. The purchase price was
determined through arms-length negotiations between the Registrant and American
Backhaulers, Inc. The Registrant will pay the $100,000,000 portion of the
purchase price with cash on hand.
The tangible assets acquired from American Backhaulers, Inc. were used in
its business of operating transportation contracting and freight-forwarding
services and providing information-based third party logistic services. The
Registrant intends to continue to use the acquired assets in the same capacity.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of American Backhaulers, Inc. are not
provided with this initial report. These financial statements will be
provided in an amendment to this Current Report on Form 8-K within 60
days from the date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information is not provided with this
initial report. The pro forma financial information will be provided
in an amendment to this Current Report on Form 8-K within 60 days from
the date of this Current Report on Form 8-K.
(c) Exhibits
Asset Purchase Agreement, dated November 18, 1999, by and among
the Registrant, C.H. Robinson Company, American Backhaulers, Inc.,
Paul L. Loeb, the Paul L. Loeb Family Trust and the Jodi Sue Loeb
Family Trust.
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, thereunto duly authorized.
C.H. ROBINSON WORLDWIDE, INC.
Date: December 28, 1999
By /s/ Chad Lindbloom
-----------------------------------
Chad Lindbloom
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description of Exhibit
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2 Asset Purchase Agreement dated November 18, 1999, by and among
the Registrant, C.H. Robinson Company, American Backhaulers,
Inc., Paul L. Loeb, the Paul L. Loeb Family Trust and the Jodi
Sue Loeb Family Trust.