UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
UNIVERSAL TRUCKLOAD SERVICES, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, no par value
(Title of Class of Securities)
91388P105
(CUSIP Number of Class of Securities)
Jeffrey A. Rogers
Chief Executive Officer
UNIVERSAL TRUCKLOAD SERVICES, INC.
12755 E. Nine Mile Road
Warren, Michigan 48089
(586) 920-0100
(Name, address and telephone number of person authorized to receive notices
and communication on behalf of Filing Persons)
Copies to:
| C. Douglas Buford, Jr., Esq. | Edwin J. Lukas, Esq. |
| Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. | Bodman PLC |
| 425 West Capitol, Ste. 1800 | 1901 St. Antoine, 6th Floor at Ford Field |
| Little Rock, Arkansas 72201 | Detroit, Michigan 48226 |
| Telephone: (501) 688-8866 | Telephone: (313) 259-7777 |
| Facsimile: (501) 918-7866 | Facsimile: (313) 393-7579 |
CALCULATION OF REGISTRATION FEE
| Transaction Valuation* | Amount of Filing Fee** | |||||
| $ | 23,500,000 | $ | 2,731 | |||
| * | Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 1,000,000 shares of common stock at the maximum tender offer price of $23.50 per share. |
| ** | The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $116.20 for each $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $2,731 | Filing Party: Universal Truckload Services, Inc. | |
| Form or Registration No.: Schedule TO-I | Date Filed: June 9, 2015 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
¨ third party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
| i |
AMENDMENT NO. 1 TO SCHEDULE TO
Universal Truckload Services, Inc., a Michigan corporation (“Universal” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 9, 2015 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 1, relates to the Company’s offer to purchase for cash up to 1,000,000 shares of its common stock, no par value, at a price not greater than $23.50 nor less than $21.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 9, 2015. The Company’s offer is being made upon the terms and subject to the certain conditions set forth in the Offer to Purchase dated June 9, 2015 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(A) to the Schedule TO, and the Letter of Transmittal (the “Letter of Transmittal”) previously filed as Exhibit (a)(1)(B) to the Schedule TO (which, as amended and supplemented from time to time together constitute the “Offer”). The Offer expires at the end of the day, 12:00 Midnight, Eastern Time, on July 8, 2015, unless the Offer is extended or terminated.
Except as otherwise set forth below, the information included in the Schedule TO, as amended by this Amendment No. 1, remains unchanged and is incorporated by reference herein to the items in this Amendment No. 1.
Defined terms used but not defined herein shall have the respective meanings ascribed to them in the Offer to Purchase.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(1)(G)** Press Release announcing second quarter 2015 earnings release and conference call dates and providing outlook, dated June 29, 2015.
* Previously filed.
** Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: June 29, 2015 | UNIVERSAL TRUCKLOAD SERVICES, INC. |
| By: | /s/ Jeffrey A. Rogers | |
| Name: | Jeffrey A. Rogers | |
| Title: | Chief Executive Officer |
| ii |
EXHIBIT INDEX
| (a)(1)(A)* | Offer to Purchase dated June 9, 2015. |
| (a)(1)(B)* | Letter of Transmittal. |
| (a)(1)(C)* | Notice of Guaranteed Delivery. |
| (a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated June 9, 2015. |
| (a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated June 9, 2015. |
| (a)(1)(F)* | Press Release dated June 9, 2015. | |
| (a)(1)(G)** | Press Release announcing second quarter 2015 earnings release and conference call dates and providing outlook, dated June 29, 2015. |
| (a)(2) | Not Applicable. |
| (a)(3) | Not Applicable. |
| (a)(4) | Not Applicable. |
| (a)(5) | Not Applicable. |
| (b)(1) | Revolving Credit and Term Loan Agreement, dated as of August 28, 2012, among Universal Truckload Services, Inc., the lenders parties thereto and Comerica Bank, as administrative agent, arranger and documentation agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 31, 2012). |
| (b)(2) | Security Agreement, dated as of August 28, 2012, among Universal Truckload Services, Inc., certain of its subsidiaries and Comerica Bank, as administrative agent (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 31, 2012). |
| (b)(3) | First Amendment to Revolving Credit and Term Loan Agreement, date June 3, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 5, 2013). |
| (b)(4) | Second Amendment to Revolving Credit and Term Loan Agreement, dated December 19, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 20, 2013). |
| (b)(5) | Third Amendment to Revolving Credit and Term Loan Agreement, dated June 9, 2015 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2015). |
| (b)(6) | Amendment to Security Agreement, dated June 9, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 9, 2015). |
| (d)(1) | 2014 Amended and Restated Stock Incentive Plan (Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, dated April 29, 2014). |
| (d)(2) | Employment Agreement, dated June 2, 2014, by and between Universal Management Services, Inc. and Jeff Rogers (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 16, 2015). |
| (g) | Not Applicable. |
| (h) | Not Applicable. |
| * | Previously filed. |
| ** | Filed herewith. |
| iii |
Exhibit (a)(1)(G)
For Further Information:
David A. Crittenden
Chief Financial Officer
dcrittenden@goutsi.com
(586) 467-1427
Universal Truckload Services, Inc. Announces Second Quarter 2015 Earnings Release and Conference Call Dates and Provides Outlook
Warren, MI – June 29, 2015 — Universal Truckload Services, Inc. (NASDAQ: UACL), announced today the planned release of second quarter 2015 financial results after the market closes on Thursday, July 23, 2015.
Based on information available as of June 29, 2015, we expect to report earnings per diluted share in the range of $0.42 to $0.45 for the second quarter of 2015, compared to $0.45 per share in second quarter 2014, based on total operating revenues anticipated to range from $293.0 million to $300.0 million. Earnings before interest, taxes and depreciation, or “EBITDA,” should exceed $30.7 million in second quarter 2015 compared to $32.4 million in second quarter 2014. We expect income from operations in the range of $22.0 million to $25.0 million, which compares to $24.4 million in the second quarter of 2014.
Our estimated second quarter financial performance reflects a more stable demand and pricing environment for our truckload transportation services compared to reported first quarter 2015 results, with nascent increases in our wind energy business emerging in June. Revenues from logistics operations are meeting expectations, based on those operations that continue from one year earlier. Solid demand for intermodal services continued through the second quarter due to improved demand, a firm pricing environment and availability of capacity shifted from other operations.
Quarterly Earnings Conference Call Dial-in Details
We invite investors and analysts to our quarterly earnings conference call:
| Time: | 10:00 AM EDT |
| Date: | Friday, July 24, 2015 |
| Call Toll Free: | (866) 622-0924 |
| International Dial-in: | +1 (660) 422-4956 |
| Conference ID: | 74274014 |
During the call, Jeff Rogers, CEO, and David Crittenden, CFO, will discuss Universal’s second quarter 2015 financial performance, the demand outlook in our key markets, trends impacting our business, and the outcome of our modified “Dutch auction” tender offer that expires at 12:00 Midnight, Eastern Time, on July 8, 2015.
A replay of the conference call will be available beginning two hours after the call through August 21, 2015, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 74274014. The call will also be available on investors.goutsi.com.
About Universal
Universal Truckload Services, Inc. is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia. 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.
Certain Information Regarding the Tender Offer
The information in this press release describing Universal Truckload Services, Inc.’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Universal Truckload Services, Inc.’s common stock in the tender offer. The tender offer is being made only pursuant to the Offer to Purchase and the related materials that Universal Truckload Services, Inc. has distributed to its shareholders, as they may be amended or supplemented. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Shareholders of Universal Truckload Services, Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Universal Truckload Services, Inc. has filed with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from Georgeson Inc., the information agent for the tender offer, toll free at (866) 431-2110. Shareholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call Georgeson Inc., the information agent for the tender offer, toll free at (866) 431-2110.
Forward Looking Statements
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.