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) December 31, 2014
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 0-51142 | 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously disclosed in a Current Report on Form 8-K filed by the Company on June 6, 2014, effective as of December 31, 2014, H.E. “Scott” Wolfe retired as the Company’s Chief Executive and was succeeded by Jeffrey A. Rogers. Mr. Wolfe continues to serve as a director of the Company, and he will be compensated in accordance with director compensation policies previously adopted by the Company’s board of directors for non-employee directors.
| Item 8.01 | OTHER EVENTS. |
On December 31, 2014, 36,542 shares of restricted stock previously granted to H.E. “Scott” Wolfe pursuant to the Company’s Stock Incentive Plan vested automatically upon Mr. Wolfe’s retirement, in accordance with the terms of the Plan. Previously, on December 20, 2014, the third anniversary date of the original restricted stock grant, an additional 18,270 shares of restricted stock vested to Mr. Wolfe, along with 8,221 shares that vested to other award recipients. Aggregate compensation cost for the 63,033 shares of restricted stock that vested to all Plan participants, including Mr. Wolfe, totaled $1.0 million for the fiscal quarter ended December 31, 2014.
Effective on December 31, 2014, the Company executed a plan to reduce the number of its subsidiaries, re-naming and re-branding our principal surviving operating subsidiaries to emphasize the first word in the Company’s name, “Universal.” The organizational streamlining plan included the statutory merger of certain subsidiaries, along with the transfer of certain business units between subsidiaries and the concurrent implementation of a common general ledger system. The plan was undertaken to enhance marketing and customer attraction efforts, while reducing legal entity accounting, tax and regulatory compliance requirements and enhancing internal administrative effectiveness. See Exhibit 99.1 for a list of Universal’s principal subsidiaries as of December 31, 2014.
On January 7, 2015, the Company issued a press release titled “Jeff Rogers Succeeds Scott Wolfe as Universal Truckload Service’s Chief Executive Officer.” A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Principal subsidiaries of Universal Truckload Services, Inc. | |
| 99.2 | Press Release dated January 7, 2015 | |
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: January 7, 2015 | /s/ David A. Crittenden | |||
| David A. Crittenden | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Principal Subsidiaries of Universal Truckload Services, Inc.
| Name of Subsidiary |
Jurisdiction of Incorporation/ Organization | |
| Cavalry Logistics, LLC |
Tennessee | |
| Diversified Contract Services, Inc. |
Michigan | |
| Flint Special Services, Inc. |
Michigan | |
| LGSI Equipment of Indiana, LLC |
Indiana | |
| LINC Logistics, LLC |
Michigan | |
| LINC Ontario, Ltd. |
Michigan | |
| Logistics Insight Corp. |
Michigan | |
| Logistics Insight Corporation, S. de R.L. de C.V. |
Mexico | |
| Logistics Insight GmbH |
Germany | |
| Louisiana Transportation, Inc. |
Michigan | |
| Mason Dixon Intermodal, Inc. |
Michigan | |
| dba Universal Intermodal Services, Inc. |
||
| ULINC Staffing de Mexico, S. de R.L. de C.V. |
Mexico | |
| Universal Dedicated, Inc. |
Michigan | |
| Universal Logistics Solutions International, Inc. |
Illinois | |
| Universal Logistics Solutions Canada, Ltd. |
Canada | |
| Universal Specialized, Inc. |
Michigan | |
| Universal Truckload, Inc. |
Delaware | |
| UT Rent A Car, Inc. |
Michigan | |
| UTS Realty, LLC |
Michigan | |
| UTSI Finance, Inc. |
Michigan | |
| Westport USA Holding, LLC |
Delaware | |
| Westport Axle Corporation |
Kentucky |
Exhibit 99.2
For Further Information:
David A. Crittenden
Chief Financial Officer
dcrittenden@goutsi.com
(586) 467-1427
Jeff Rogers Succeeds Scott Wolfe as Universal Truckload Service’s Chief Executive Officer
Warren, MI – January 7, 2015 — Universal Truckload Services, Inc. (NASDAQ: UACL), today announced that Jeff Rogers has succeeded Scott Wolfe as the company’s chief executive officer. The leadership transition, which occurred at year end, concludes a plan initiated by Universal’s board in June 2014, following the announcement of Mr. Wolfe’s planned retirement.
Jeff Rogers has served as Universal’s executive vice president for the past seven months after departing as President of YRC Freight. A former U.S. Army ranger, Mr. Rogers also served as president of USF Holland Inc., a subsidiary of YRC Worldwide Inc., as chief financial officer of YRC Regional Transportation Inc., and in various operational and finance roles at United Parcel Service. Scott Wolfe, who was appointed to Universal’s Board of Directors on June 4, 2014, continues to serve Universal as a director.
On behalf of Universal’s board, chairman Matthew Moroun stated, “We welcome Jeff as Universal’s new CEO and look forward with high expectations to his leadership. Customers, employees and shareholders have embraced his appointment, and Jeff has already made meaningful contributions to focus the company on profitable growth.”
Mr. Rogers added, “Our automotive and truck manufacturing customers are enjoying favorable trends and momentum as we begin the next chapter in Universal’s history. Although energy markets have recently become unstable due to the sharp decline in oil prices, which impacts our energy customers, we expect pricing opportunities and stable demand for transportation capacity elsewhere in 2015.
“I believe we have a team in place at Universal that is capable of accelerating growth over the next several years, taking full advantage of the streamlining of our subsidiary structure that we implemented during the holidays. By concentrating on customer relationships and organizational effectiveness, we will leverage Universal’s broad transportation and logistics capabilities to enhance our position as a market leader.”
About Universal
Universal Truckload Services, Inc. is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, Mexico and Canada. We provide our customers with supply chain solutions that can be scaled to meet their changing demands and volumes. We offer our customers a broad array of services across their entire supply chain, including transportation, intermodal, and value-added services.
Forward Looking Statements
Certain statements in this press release may be considered forward-looking statements, such as management’s views with respect to future events and financial performance. Forward-looking statements identify prospective information. They are based on information available at the time and/or management’s good faith belief with respect to future events, and they 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 by nature subject to operational, financial and legal uncertainties and risks, including a number of factors that may cause actual results to differ materially from the expectations described. Such factors include, but are not limited to underlying and seasonal demand trends in key markets we serve, our exposure to cargo loss, accidents and other damage claims resulting from our operations, the costs and potential liabilities related to compliance with or violation of governmental laws and regulations, and challenges associated with our ability to consummate and integrate acquisitions. Additional information about the factors that may adversely affect forward-looking statements is contained in Universal’s Form 10-K for the 2013 fiscal year and other reports and filings with the Securities and Exchange Commission. Universal 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.