UNITED STATES
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):
January 30, 2006
CENTRAL FREIGHT LINES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-50485 74-2914331
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5601 West Waco Drive, Waco, TX 76710
(Address of principal executive offices) (Zip Code)
(254) 772-2120
(Registrant's telephone number,including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ X ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Central Freight Lines, Inc. (the "Company"), a Nevada corporation,
announced that it has entered into an Agreement and Plan of Merger, dated as of
January 30, 2006 (the "Merger Agreement"), with North American Truck Lines, LLC,
a Nevada limited liability company ("Parent"), and Green Acquisition Company, a
Nevada corporation ("Purchaser"), pursuant to which Purchaser will merge with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation. Purchaser is a wholly-owned subsidiary of Parent. Both
Purchaser and Parent are controlled by Mr. Jerry Moyes.
Pursuant to the Merger Agreement, at the effective time of the Merger, all
Central stockholders, other than Mr. Moyes and certain Moyes family trusts will
receive cash in an amount equal to $2.25 per share of Central common stock.
Holders of options with an exercise price below $2.25 will receive the
difference between the exercise price and $2.25 multiplied by the number of
shares of common stock subject to that option. Holders of options with an
exercise price above $2.25 will receive $0.01 multiplied by the number of shares
of common stock subject to that option.
The Merger is subject to a number of conditions, including approval of the
Merger Agreement and Merger by holders of a majority of the outstanding shares
of Central's common stock held by Central's shareholders other than Mr. Moyes
and certain Moyes family trusts and resolution of pending shareholder
litigation.
The Company may terminate the Merger Agreement under certain circumstances,
including if its board of directors determines in good faith that it has
received an unsolicited bona fide "superior proposal," as defined in the Merger
Agreement, and otherwise complies with certain terms of the Merger Agreement. In
connection with such termination, the Company must pay a fee of $1 million to
Purchaser and reimburse Purchaser's expenses up to $500,000.
In recognition of the considerable time and effort of the Chairman of the
Special Committee in evaluating the transaction and negotiating the definitive
agreement, the Board of Directors will pay the Chairman of the Special Committee
$30,000.
Item 7.01 Regulation FD Disclosure.
On January 30, 2006, the Company issued a press release announcing the
execution of the Merger Agreement. A copy of the press release is attached to
this report as Exhibit 99.1.
The information contained in Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated January 30, 2006.
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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.
CENTRAL FREIGHT LINES, INC.
Date: January 30, 2006 By:
/s/ Jeff Hale
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
99.1 Press Release, dated January 30, 2006.
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Exhibit 99.1
For Immediate Release
CENTRAL FREIGHT LINES, INC.
ENTERS INTO MERGER AGREEMENT
Waco, TX (PR Newswire) - January 30, 2006 - Central Freight Lines, Inc.
(NASDAQ/NMS: CENF) announced today that it has entered into a definitive merger
agreement with a company controlled by Jerry Moyes. Under the terms of the
agreement, all Central stockholders, other than Mr. Moyes and certain Moyes
family trusts will receive cash in an amount equal to $2.25 per share of Central
common stock, representing a 16.8% premium over the average closing price of
Central's stock for the last 90 trading days and a 24.3% premium over the
closing price of Central's stock on January 27, 2006. Mr. Moyes and certain
Moyes family trusts own approximately 31.5% of Central's common shares.
"This transaction represents an endorsement of our ongoing commitment to
provide our customers with excellent value and service," said Bob Fasso, Chief
Executive Officer and President of Central.
The merger agreement has been unanimously approved by Central's Board of
Directors based upon the unanimous recommendation of a special committee of its
independent directors. The transaction is expected to close during the second
quarter of 2006, subject to a number of conditions, including approval of the
merger agreement and merger by holders of a majority of the outstanding shares
of Central's common stock held by Central's shareholders other than Mr. Moyes
and certain Moyes family trusts and resolution of pending shareholder
litigation. The agreement includes customary provisions permitting Central's
board to accept an alternative proposal if that proposal is more favorable to
the company's stockholders, subject to expense reimbursement and payment of a
termination fee.
Morgan Keegan & Company, Inc. acted as financial advisor and Blackwell
Sanders Peper Martin LLP served as legal advisor to the special committee.
Central plans to file with the SEC and mail to its stockholders a Proxy
Statement in connection with the transaction. Stockholders are urged to read the
Proxy Statement carefully when it becomes available because it will contain
important information about Central, the transaction and related matters.
Stockholders will be able to obtain free copies of the Proxy Statement and other
documents filed with the SEC by Central through the SEC's web site at
www.sec.gov. In addition, stockholders will be able to obtain free copies of the
Proxy Statement from Central.
This press release contains forward-looking statements that involve risk,
assumptions, and uncertainties that are difficult to predict. Statements that
constitute forward-looking statements are usually identified by words such as
"anticipates," "believes," "estimates," "projects," "expects," "plans,"
"intends," or similar expressions. These statements are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. Such
statements are based upon the current beliefs and expectations of our management
and are subject to significant risks and uncertainties. Actual events may differ
materially from those set forth in the forward-looking statements. We undertake
no obligation to update any of these forward-looking statements.
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With respect to statements regarding the consummation of the merger
transaction, the following factors, among others, could cause actual results to
differ materially from those in forward-looking statements: the risk that our
business will suffer due to uncertainties caused by the announcement of the
transaction; the risk that we may not be able to obtain third party and
stockholder approvals necessary to consummate the transaction; as well as the
risk that the transaction will not close for other reasons.
Central Freight Lines, Inc. is a non-union less-than-truckload carrier
specializing in regional overnight and second day markets in the Midwest,
Southwest, West Coast and Pacific Northwest. Utilizing marketing alliances,
Central provides service to the Great Lakes, Northeast, Southeast, Mexico and
Canada.
Corporate Contact:
Jeff Hale, Chief Financial Officer
(480) 361-5295
jhale@centralfreight.com
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