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)
May 13, 2015
QUALITY
DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
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Florida |
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000-24180 |
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59-3239073 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
4041 Park Oaks Boulevard, Suite 200
Tampa, Florida 33610
(Address of principal executive offices including Zip Code)
(813) 630-5826
(Registrants telephone number, including area code)
N.A.
(Former name or
former address, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On May 13, 2015, Quality Distribution, Inc. (the
Company) announced that its Board of Directors has determined to postpone the 2015 Annual Meeting of Shareholders, originally scheduled for May 28, 2015. The postponement is due to the Companys recent announcement that it has
entered into a definitive merger agreement, dated May 6, 2015, with Gruden Acquisition, Inc. and Gruden Merger Sub, Inc., which are affiliates of Apax Partners, L.P.
At a later date, the Company will provide information related to a rescheduled shareholder meeting.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
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Description of Exhibits |
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99.1 |
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Press Release of Quality Distribution, Inc. dated May 13, 2015 |
Forward-Looking Statements
This Form 8-K contains, and other written or oral statements made by or on behalf of The Company may include, forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995. In addition, we or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents that are filed with the Securities and Exchange
Commission (SEC) or in connection with oral statements made to the press, potential investors or others. Specifically, forward-looking statements may include, but are not limited to, statements relating to our future economic performance, business
prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words expects, believes, intends, will, anticipates, and similar terms that
relate to future events, performance, or our results. Examples of forward-looking statements in this press release include, but are not limited to, statements about the price, terms and closing date of the proposed transaction and statements
regarding shareholder and regulatory approvals. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as
managements present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger
agreement; (ii) the inability to complete the proposed merger due to the failure to obtain Company Requisite Vote or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; (iii) the failure
to obtain the necessary financing arrangements as set forth in the debt and equity commitment letters delivered pursuant to the merger agreement, or the failure of the proposed merger to close for any other reason; (iv) risks related to
disruption of managements attention from the Companys ongoing business operations due to the transaction; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the
Company and others relating to the merger agreement; (vi) the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed
merger; (vii) the effect of the announcement of the proposed merger on the Companys relationships with its customers, operating results and business generally; and (viii) the amount of the costs, fees, expenses and charges related to
the proposed merger. Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the
Companys Annual Report on Form 10K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 13, 2015. The forward-looking statements represent the Companys views as of the date on which such
statements were made and the Company undertakes no obligation to publicly update such forward-looking statements.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants
in the solicitation of the shareholders of the Company in connection with the proposed merger, which may be different than those of the Companys shareholders generally, will be set forth in the proxy statement and the other relevant documents
to be filed with the SEC. Shareholders can find information about the Company and its directors and executive officers and their ownership of the Companys common stock in the Companys annual report on Form 10-K for the fiscal year ended
December 31, 2014 and in its definitive proxy statement relating to its 2015 annual meeting of stockholders filed with the SEC on April 24, 2015. Additional information regarding the interests of such individuals in the proposed merger
will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents may be obtained free of charge from the SECs website at www.sec.gov and the Companys website at
https://www.qualitydistribution.com/.
Important Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Apax Partners and its affiliates. In
connection with the proposed transaction, the Company will file with the SEC and furnish to its stockholders a proxy statement and other relevant documents. QUALITY STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement (when it becomes
available) and other relevant documents filed by the Company with the SEC at the SECs Web site at http://www.sec.gov. The proxy statement and such other documents filed by the Company with
the SEC may also be obtained for free from the Investor Relations section of the Companys web site (https://www.qualitydistribution.com/) or by directing a request to: Quality Distribution, Inc., 4041 Park Oaks Blvd., Suite 200, Tampa, FL
33610, Attention: Investor Relations.
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.
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QUALITY DISTRIBUTION, INC. |
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(Registrant) |
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Dated: May 13, 2015 |
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By: |
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/s/ Joseph J. Troy |
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Name: |
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Joseph J. Troy |
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Title: |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit
Number |
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Description of Exhibits |
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99.1 |
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Press Release of Quality Distribution, Inc. dated May 13, 2015 |
Exhibit 99.1
Quality Distribution, Inc. Announces Postponement of 2015 Annual Meeting
TAMPA, FL, May 13, 2015 Quality Distribution, Inc. (Nasdaq: QLTY) (Quality or the Company), a North American logistics and
transportation provider with market leading businesses, today announced that its Board of Directors has determined to postpone the 2015 Annual Meeting of Shareholders, originally scheduled for May 28, 2015. The postponement is due to the
Companys recent announcement that it has entered into a definitive merger agreement, dated May 6, 2015, to be acquired by funds advised by Apax Partners, L.P.
At a later date, the Company will provide information related to a rescheduled shareholder meeting.
About Quality Distribution
Headquartered in Tampa,
Florida, Quality operates the largest chemical bulk logistics network in North America through its wholly-owned subsidiary, Quality Carriers, Inc., and is the largest North American provider of intermodal tank container and depot services through
its wholly-owned subsidiary, Boasso America Corporation. Quality also provides logistics and transportation services to the unconventional oil and gas industry through its wholly-owned subsidiaries, QC Energy Resources, Inc. and QC Environmental
Services, Inc. Qualitys network of independent affiliates and independent owner-operators provides nationwide bulk transportation and related services. Quality is an American Chemistry Council Responsible Care® Partner and is a core carrier for many of the Fortune 500 companies that are engaged in chemical production and processing.
Forward-Looking Statements
This press release contains,
and other written or oral statements made by or on behalf of Quality may include, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we or our executive officers on our behalf, may
from time to time make forward-looking statements in reports and other documents that are filed with the Securities and Exchange Commission (SEC) or in connection with oral statements made to the press, potential investors or others. Specifically,
forward-looking statements may include, but are not limited to, statements relating to our future economic performance, business prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words
expects, believes, intends, will, anticipates, and similar terms that relate to future events, performance, or our results. Examples of forward-looking statements in this press release
include, but are not limited to, statements about the price, terms and closing date of the proposed transaction and statements regarding shareholder and regulatory approvals. Forward-looking statements are subject to certain risks and uncertainties
that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as managements present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the inability to complete the proposed merger due to the failure to obtain Company Requisite Vote or the failure to satisfy
other conditions of the proposed
merger within the proposed timeframe or at all; (iii) the failure to obtain the necessary financing arrangements as set forth in the debt and equity commitment letters delivered pursuant to the
merger agreement, or the failure of the proposed merger to close for any other reason; (iv) risks related to disruption of managements attention from Qualitys ongoing business operations due to the transaction; (v) the outcome of any
legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Quality and others relating to the merger agreement; (vi) the risk that the pendency of the proposed merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the pendency of the proposed merger; (vii) the effect of the announcement of the proposed merger on Qualitys relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses and charges related to the proposed merger. Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially
from those described in the forward-looking statements are set forth in Qualitys Annual Report on Form 10K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 13, 2015. The forward-looking statements
represent Qualitys views as of the date on which such statements were made and Quality undertakes no obligation to publicly update such forward-looking statements.
Participants in the Solicitation
Quality and its
directors, executive officers and certain other members of management and employees of Quality may be deemed to be participants in the solicitation of proxies from the shareholders of Quality in connection with the proposed merger.
Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Quality in connection with the proposed merger, which may be different than those of
Qualitys shareholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Shareholders can find information about Quality and its directors and executive officers and their ownership
of Qualitys common stock in Qualitys annual report on Form 10-K for the fiscal year ended December 31, 2014 and in its definitive proxy statement relating to its 2015 annual meeting of stockholders filed with the SEC on April 24, 2015.
Additional information regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents may be obtained free of charge from the
SECs website at www.sec.gov and Qualitys website at https://www.qualitydistribution.com/.
Important Additional Information and Where to
Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Quality by Apax and its affiliates. In
connection with the proposed transaction, Quality will file with the SEC and furnish to its stockholders a proxy statement and other relevant documents. QUALITY STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement (when it becomes available) and other relevant documents filed by Quality with the SEC at the
SECs Web site at http://www.sec.gov.
The proxy statement and such other documents filed by Quality with the SEC may also be obtained for free from the Investor Relations section of Qualitys web site
(https://www.qualitydistribution.com/) or by directing a request to: Quality Distribution, Inc., 4041 Park Oaks Blvd., Suite 200, Tampa, FL 33610, Attention: Investor Relations.
Quality and its respective directors, executive officers and other members of their respective management may be deemed to be participants in the solicitation
of proxies from Qualitys stockholders in connection with the proposed transaction. Information concerning the interests of persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders of Quality
in connection with the proposed transaction, which may be different than those of Qualitys stockholders generally, will be set forth in the proxy statement and other relevant documents to be filed with the SEC. Stockholders can find
information about Quality and its directors and executive officers and their ownership of Quality stock in Qualitys annual report on Form 10-K for the fiscal year ended December 31, 2014 and in its definitive proxy statement relating to its
2015 annual meeting of stockholders filed with the SEC on April 24, 2015. Additional information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement to be filed with the SEC in connection
with the proposed transaction.
CONTACT:
Michael C. Massi
Vice President of Financial Planning and Investor Relations
(800) 282-2031 x7235
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