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):
April 17, 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))
Item 7.01 Regulation FD Disclosure.
On April 17, Central Freight Lines, Inc., a Nevada corporation (the
"Company"), issued a press release providing an update on: the status of its
pending merger transaction with North American Truck Lines, LLC, the filing of a
preliminary proxy statement with the SEC and obtaining approximately $5.3
million of replacement revenue equipment. A copy of the press release is
attached to this report as Exhibit 99.1.
The information contained in this report and 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.
The information in this report and the exhibit hereto may contain
"forward-looking statements" that are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be protected. Such statements are made based on the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actual results or events may differ from those anticipated by
forward-looking statements. Please refer to the Company's Annual Report on Form
10-K and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties and other factors that may affect
future results.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statement of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
99.1 Press release dated April 17, 2006.
Page 2
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: April 17, 2006 By: /s/ Jeff Hale
Jeff Hale
Senior Vice President and
Chief Financial Officer
Page 3
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
99.1 Press release dated April 17, 2006.
Page 4
EXHIBIT 99.1
CENTRAL FREIGHT LINES, INC. ANNOUNCES PRELIMINARY PROXY FILING
FOR MERGER; OBTAINS REPLACEMENT REVENUE EQUIPMENT
Waco, TX (PR Newswire) - April 17, 2006 - Central Freight Lines, Inc.
(Nasdaq/NMS: CENF) announced today that it has made a preliminary proxy
statement filing for its previously announced merger transaction. The merger
agreement provides that a company controlled by Jerry Moyes and certain related
parties would become the owners of Central, and Central would cease to be a
publicly traded company. Central also announced today that it has taken
possession of approximately $5.3 million in revenue equipment as the result of a
transaction facilitated by Mr. Moyes.
Merger Update
- -------------
On January 30, 2006, Central announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), with North American Truck Lines, LLC
("NATL") and Green Acquisition Company ("Green"). Under the Merger Agreement,
Green will merge with and into Central (the "Merger"), with Central continuing
as the surviving corporation. Both NATL and Green are controlled by Mr. Moyes,
with Green being a wholly owned subsidiary of NATL.
On April 17, 2006, Central filed a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") for its 2006 Annual Meeting of
Stockholders. Once the filing is reviewed and finalized, a definitive proxy
statement will be mailed to Central's stockholders to solicit proxies for voting
at the Annual Meeting. According to today's filing, the Merger will be submitted
to a vote of Central's stockholders at that Annual Meeting.
In announcing the filing, Bob Fasso, Central's Chief Executive Officer and
President said: "We are very pleased that this important step has been taken
toward completion of the transaction with Jerry Moyes and his companies. We
currently believe that the Merger can be completed in July of 2006."
Jerry Moyes added: "Like Bob, I am pleased that we have taken this additional
step forward today. I look forward to completing this transaction as soon as
possible."
Stockholders are urged to read the definitive proxy statement carefully when it
becomes available because it will contain important information about Central,
the merger 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 definitive proxy statement from the
company.
Page 5
Revenue Equipment
- -----------------
Central also announced today that it has taken possession of approximately $5.3
million in revenue equipment and began operating that equipment in its fleet on
April 15. The revenue equipment was made available to Central through
arrangements facilitated by Mr. Moyes, and is being leased from one of his
affiliates on a short-term basis pending completion of Merger on terms that
Central believes are favorable.
About Central
- -------------
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 also provides service to the Great Lakes, Northeast, Southeast, Mexico,
and Canada.
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.
With respect to statements regarding the consummation of the Merger, 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.
Corporate Contact:
Jeff Hale, Chief Financial Officer
(480) 361-5295
jhale@centralfreight.com
Page 6