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) July 24, 2009
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 120510 | 38-3640097 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
12755 E. Nine Mile Road, Warren, Michigan
(Address of principal executive offices)
48089
(Zip Code)
(586) 920-0100
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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 8.01 | OTHER EVENTS |
On July 24, 2009, Universal Truckload Services, Inc., or the Company, entered into a Limited Asset Purchase Agreement, or the Agreement, to acquire certain assets utilized in the operations of Pacer Transport, Inc., or Pacer Transport, and two of its subsidiaries, S&H Transport, Inc. and S&H Leasing, Inc., based in Desoto, Texas. Pacer Transport is a wholly-owned subsidiary of Pacer International, Inc. Under the terms of the Agreement, the Company will acquire certain assets including customer, owner-operator, and agent lists and files, as well as owned trailers, used in operations consisting primarily of flatbed, van, and specialized heavy-haul equipment services throughout United States. Subject to receipt of the appropriate consents, the Company will also assume two real property leases and certain equipment leases for tractors and trailers used in Pacer Transport’s operations. The purchased assets will be integrated into the operations of Universal Am-Can, Ltd., a wholly-owned subsidiary of the Company.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated July 27, 2009 |
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, thereunto duly authorized.
| UNIVERSAL TRUCKLOAD SERVICES, INC. | ||
| Date: July 29, 2009 | /s/ Robert E. Sigler | |
| Robert E. Sigler | ||
| Vice President, Chief Financial Officer, Secretary and Treasurer | ||
Exhibit 99.1
For further information:
Robert Sigler
Vice President and Chief Financial Officer
586.920.0100
Universal Truckload Services, Inc. Acquires Truckload Operations of Pacer Transport, Inc.
Warren, MI – July 27, 2009 — Universal Truckload Services, Inc. (NASDAQ: UACL) announced today that it has entered into a Limited Asset Purchase Agreement to acquire certain assets utilized in the operations of Pacer Transport, Inc., or Pacer Transport, and two of its subsidiaries, S&H Transport, Inc. and S&H Leasing, Inc., based in Desoto, Texas. Pacer Transport is a wholly-owned subsidiary of Pacer International, Inc. The assets purchased include customer, owner-operator, and agent lists and files, as well as owned trailers, used in operations consisting primarily of flatbed, van, and specialized heavy-haul equipment services throughout the United States. The purchased assets will be integrated into the operations of Universal Am-Can, Ltd., a wholly-owned subsidiary of Universal Truckload Services, Inc.
The closing, which is subject to customary closing conditions, is expected to occur in August 2009.
The Pacer Transport network consists of approximately 130 agents, 480 owner-operators, and 99 company trucks. Universal expects that the acquisition will contribute approximately $30 million to $40 million of additional revenues, and that it will not have a material effect on net income for the third and fourth quarters of 2009. Terms of the acquisition were not disclosed.
“We are very excited about the opportunity to continue to provide best in class service to all of Pacer Transport’s customers,” stated Universal’s President and CEO, Don Cochran, “and we believe this acquisition will complement our truckload operations. We expect the asset-light business model to integrate nicely with our current operations and that we will be able to achieve efficiencies through this acquisition. We appreciate all the efforts of our acquisition team and look forward to the strengths and opportunities that the group of Pacer Transport’s agents and owner operators will add to our organization.”
About Universal:
Universal Truckload Services, Inc. is primarily an asset-light provider of transportation services to shippers throughout the United States and in the Canadian provinces of Ontario and Quebec. The Company’s trucking services include both flatbed and dry van operations and the Company provides rail-truck and steamship-truck intermodal support services. The Company also offers truck brokerage services.
Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. These forward-looking statements are subject to a number of factors that may cause actual results to differ materially from the expectations described. Additional information about the factors that may adversely affect these forward-looking statements is contained in the Company’s reports and filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.