___________________________________________________________________________________________________________________________________________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
SCHEDULE
13E-3/A
(Rule
13e-100)
(Amendment
No. 1)
TRANSACTION
STATEMENT UNDER SECTION 13(e)
OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
____________________________
CENTRAL
FREIGHT LINES, INC.
(Name
of the Issuer)
CENTRAL
FREIGHT LINES, INC.
NORTH
AMERICAN TRUCK LINES, LLC
GREEN
ACQUISITION COMPANY
JERRY
MOYES
ROBERT
V. FASSO AND
JERRY
MOYES AS TRUSTEE OF THE JERRY AND VICKIE MOYES
FAMILY
TRUST, DATED DECEMBER 11, 1987
(Name
of Person(s) Filing Statement)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
153491105
(CUSIP
Number of Class of Securities)
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Robert
V. Fasso
Central
Freight Lines, Inc.
5601
West Waco Drive
Waco,
Texas 76710
(480)
361-5295
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Jerry
Moyes
North
American
Truck
Lines, LLC
2710
E. Old Tower Road
Phoenix,
Arizona 85034
(601)
225-3712
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Jerry
Moyes
Green
Acquisition Company
2710
E. Old Tower Road
Phoenix,
Arizona 85034
(601)
225-3712
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies
to:
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Jeffrey
T. Haughey, Esq.
Blackwell
Sanders
Peper
Martin LLP
4801
Main Street, Suite 1000
Kansas
City, Missouri 64112
(816)
983-8000
|
David
J. Routh
Scudder
Law Firm, P.C., L.L.O.
411
South 13th
Street
Second
Floor
Lincoln,
Nebraska 68508
(402)
435-3223
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Stephen
F. Arcano
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036
(212)
735-3000
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Karen
Ciupak McConnell
Law
Offices of Fennemore Craig
3003
N. Central Ave., Ste. 2600
Phoenix,
Arizona 85012
(602)916-5307
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___________________________________________________________________________________________________________________________________________
This
statement is filed in connection with (check the appropriate box):
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a.
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x
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The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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b.
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¨
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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¨
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A
tender offer.
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d.
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¨
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None
of the above.
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Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: x
Check
the
following box if the filing is a final amendment reporting the results of the
transaction: ¨
Calculation
of Filing Fee
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$28,850,202.75
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$3,087.00
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__________________________________________________________________________________________________________________________
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(1)
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Calculated
solely for the purposes of determining the filing fee.
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(2)
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The
filing fee is calculated on the basis of $107.00 per $1,000,000 of
the
aggregate transaction value.
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x
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Check
box if any part of the 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.
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Amount Previously Paid:
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$3,087.00
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Filing Party:
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Central
Freight Lines, Inc.
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Form or Registration No.:
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Schedule
14A
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Date Filed:
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April
17, 2006
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INTRODUCTION
This
Amendment No. 1 to Rule 13E-3 Transaction Statement on Schedule 13E-3 (“Schedule
13E-3/A”) is being filed jointly by Central Freight Lines, Inc., a Nevada
corporation (“Central”), North American Truck Lines, LLC, a Nevada limited
liability company (“Parent”), Green Acquisition Company, a Nevada corporation
(“Purchaser”), Jerry Moyes (“Mr. Moyes”), Robert V. Fasso (“Mr. Fasso”), and
Jerry Moyes as trustee of the Jerry and Vickie Moyes Family Trust, dated
December 11, 1987 (the “Family Trust” and with Mr. Moyes, the “Affiliated
Continuing Investors”), in connection with the Agreement and Plan of Merger,
dated as of January 30, 2006, as amended from time to time, by and among
Central, Parent and Purchaser (the “Merger Agreement”). Central, Mr. Fasso,
Purchaser, Parent and the Affiliated Continuing Investors are referred to herein
as the “Filing Persons.” If the Merger Agreement is approved by Central's
stockholders, Purchaser will merge with and into Central, with Central
continuing as the surviving corporation (the “Merger”). Each issued and
outstanding share of Central common stock held by the Affiliated Continuing
Investors and, to the extent that it agrees to continue as a stockholder of
Central, the Moyes Children's Trust, dated December 14, 1992 ("Children's
Trust") shall remain issued and outstanding shares of Central. In the Merger,
each issued and outstanding share of Central common stock (other than shares
held by the Affiliated Continuing Investors and the Children's Trust) will
be
converted into the right to receive the merger consideration of $2.25 per share
in cash, without interest. Each issued and outstanding share of the Purchaser
common stock shall be converted into the number of issued and outstanding shares
of the surviving corporation equal to the quotient obtained by dividing (i)
the
difference between (A) all of the issued and outstanding shares of Central
common stock immediately prior to the effective time of the Merger and (B)
the
number of shares of Central common stock held by the Affiliated Continuing
Investors and, as a result of its expected decision to continue as a stockholder
of Central, the Children's Trust, by (ii) the number of issued and outstanding
shares of the Purchaser common stock immediately prior to the effective time
of
the Merger. At the effective time of the Merger, each option to purchase Central
common stock granted under any stock option plan established by Central for
the
benefit of its employees and outside directors and outstanding immediately
prior
to the consummation of the Merger, will become fully vested and exercisable
at
that time. Each holder of options to purchase Central common stock with an
exercise price below $2.25 (other than options held by Mr. Moyes and Mr. Fasso)
including each director and executive officer of Central, will receive in cash
the difference between the exercise price and $2.25 multiplied by the number
of
shares of common stock subject to that option in consideration for the
cancellation of that option. The stock options owned by Mr. Fasso will be
amended pursuant to his negotiations with Mr. Moyes. Each holder of options
with
an exercise price equal to or greater than $2.25, including directors and
executive officers of Central, will receive $0.01 multiplied by the number
of
shares subject to that option in consideration for the cancellation of that
option. A copy of the Merger Agreement has been filed by Central as Annex A
to
the preliminary proxy statement of Central (as amended, the “Preliminary Proxy
Statement”), which is filed as Exhibit (a)(i) to this Transaction Statement.
Concurrently
with the filing of this Schedule 13E-3/A, Central is filing under Section 14(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Preliminary Proxy Statement, as amended, pursuant to the definitive version
of
which Central’s board of directors will be soliciting proxies from stockholders
of Central in connection with the merger. The information set forth in the
Preliminary Proxy Statement, including all annexes thereto, is hereby
incorporated herein by this reference, and the responses to each item in this
Schedule 13E-3/A are qualified in their entirety by the information contained
in
the Preliminary Proxy Statement and the annexes thereto.
All
information in, or incorporated by reference in, this Schedule 13E-3/A and/or
the Preliminary Proxy Statement concerning Central has been supplied by Central.
All information in this Schedule 13E-3 and/or the Preliminary Proxy Statement
concerning Purchaser has been supplied by Purchaser. The information contained
in this Schedule 13E-3/A and/or the Preliminary Proxy Statement concerning
each
Filing Person other than Central and Purchaser was supplied by each such Filing
Person and no other Filing Person, including Central and Purchaser, takes
responsibility for the accuracy of any information not supplied by such Filing
Person. As of the date hereof, the Preliminary Proxy Statement is in preliminary
form and is subject to completion or further amendment.
The
answers set forth below indicate the location in the Proxy Statement of the
information required to be included in this Schedule 13E-3/A. Unless otherwise
noted, all cross references below are to headings and subheadings in the text
of, or annexes to, the Proxy Statement without reference to the form of Proxy
or
Notice of Annual Meeting. The information in the Proxy Statement, including
all
annexes thereto, is hereby expressly incorporated herein by reference as set
forth below. Capitalized terms used herein and not otherwise defined shall
have
the meanings set forth in the Proxy Statement.
Item
1. Summary Term Sheet. The
information set forth in the section of the Proxy Statement entitled
“SUMMARY
TERM SHEET”
is
incorporated herein by reference.
Item
2. Subject Company Information.
(a) Name
and Address.
The
information set forth in the section of the Proxy Statement entitled
“THE
PARTIES TO THE MERGER AGREEMENT” is
incorporated herein by reference.
(b) Securities.
The
information set forth in the section of the Proxy Statement entitled “SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by
reference.
(c) Trading
Market and Price.
The
information set forth in the section of the Proxy Statement entitled
“MARKET
FOR THE COMMON STOCK”
is
incorporated herein by reference.
(d) Dividends.
The
information set forth in the section of the Proxy Statement entitled
“MARKET
FOR THE COMMON STOCK”
is
incorporated herein by reference.
(e) Prior
Public Offerings.
The
information set forth in the section of the Proxy Statement entitled “MARKET FOR
THE COMMON STOCK” is incorporated herein by reference.
(f) Prior
Stock Purchases. Not
applicable.
Item
3. Identity and Background of Filing Person.
(a) Name
and Address.
The
information set forth in the sections of the Proxy Statement entitled
“THE
PARTIES TO THE MERGER AGREEMENT,”
“CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN
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Background of Named Persons,” “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT” and “CORPORATE GOVERNANCE - Executive Officers of Central” is
incorporated herein by reference.
(b) Business
and Background of Entities.
The
information set forth in the sections of the Proxy Statement entitled
“THE
PARTIES TO THE MERGER AGREEMENT”
and
“CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN
-
Background of Named Persons” is incorporated herein by reference.
(c) Business
and Background of Natural Persons.
The
information set forth in the sections of the Proxy Statement entitled
“CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN
-
Background of Named Persons,” “CORPORATE GOVERNANCE - Executive Officers of
Central,” “PROPOSAL THREE - ELECTION OF DIRECTORS” and “SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.
Item
4. Terms of the Transaction.
(a) Material
Terms.
The
information set forth in the sections of the Proxy Statement entitled “GENERAL
INFORMATION,” “THE MERGER AGREEMENT - The Merger,” “SUMMARY TERM SHEET - The
Merger and Related Transactions,” “SUMMARY TERM SHEET - The Merger
Consideration,” “THE MERGER AGREEMENT - Conversion of Securities,” “SPECIAL
FACTORS - Reasons for the Merger,” “SPECIAL FACTORS - Agreements with the
Affiliates,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF
STOCKHOLDERS,” “SUMMARY TERM SHEET - Central’s Stockholders Must Approve the
Merger,” THE MERGER AGREEMENT - Conditions Precedent to the Merger,” “SUMMARY
TERM SHEET - Effects of the Merger and Related Transactions,” “THE MERGER
AGREEMENT - Stock Options,” “SPECIAL FACTORS - Accounting Treatment,” “Special
Factors - NOL Carryforwards” and “SPECIAL FACTORS - U.S. Federal Income Tax
Consequences of the Merger” is incorporated herein by reference.
(c) Different
Terms.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET - Effects of the Merger and Related Transactions,” “SPECIAL
FACTORS
-
Conflicts of Interest and Other Interests of Certain Persons in the Merger
and
Certain Relationships,” “SPECIAL FACTORS - Agreements with the Affiliates,” “THE
MERGER AGREEMENT - Conversion of Securities” and “THE MERGER AGREEMENT - Stock
Options” is incorporated herein by reference is incorporated herein by
reference.
(d) Appraisal
Rights.
The
information set forth in the section of the Proxy Statement entitled “QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF STOCKHOLDERS” is
incorporated herein by reference.
(e) Provisions
for Unaffiliated Security Holders. None.
(f) Eligibility
for listing or trading.
Not
applicable.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The
information set forth in the sections of the Proxy Statement entitled
“CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN -
Past
Contacts, Transactions and Negotiations,” “CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS” and “EXECUTIVE COMPENSATION - Employment Agreements” is
incorporated herein by reference.
(b) Significant
Corporate Events.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Background of the Merger” and “CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN -
Past
Contacts, Transactions and Negotiations” is incorporated herein by
reference.
(c) Negotiations
or Contacts.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Background of the Merger” and “CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN -
Past
Contacts, Transactions and Negotiations” is incorporated herein by
reference.
(e) Agreements
Involving the Subject Company’s Securities.
None.
Item
6. Purposes of the Transaction and Plans or Proposals.
(b) Use
of Securities Acquired.
The
information set forth in the section of the Proxy Statement entitled
“THE
MERGER AGREEMENT - Conversion
of Securities” is incorporated herein by reference.
(c) Plans.
The
information set forth in the sections of the Proxy Statement entitled “THE
MERGER AGREEMENT - Articles of Incorporation and By-Laws; Directors and
Officers,” “SPECIAL FACTORS - Position of NATL, Green, Mr. Fasso and the
Affiliated Continuing Investors Regarding the Merger,” “CONTROLLING
PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND GREEN -
Plans
or
Proposals” is incorporated herein by reference.
Item
7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Background of the Merger,” “SPECIAL FACTORS - Reasons for the Merger -
The
increased challenges faced by us”
and
“SPECIAL FACTORS - Reasons for the Merger - Other
factors”
is
incorporated herein by reference.
(b) Alternatives.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Background of the Merger” and “SPECIAL FACTORS - Reasons for the Merger -
Our
process was designed to help ensure that the recommendations was fair to the
Unaffiliated Security Holders”
is
incorporated herein by reference.
(c) Reasons.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Background of the Merger,” “SPECIAL FACTORS - Reasons for the Merger -
The
increased challenges faced by us,”
“SPECIAL FACTORS - Reasons for the Merger - Other
factors”
and
“SPECIAL FACTORS - Conduct of Central’s Business if the Merger is Not Completed”
is incorporated herein by reference.
(d) Effects.
The
information set forth in the sections of the Proxy Statement entitled
“QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF STOCKHOLDERS,”
“SUMMARY TERM SHEET - Effects of the Merger and Related Transactions,” “THE
MERGER AGREEMENT - Stock Options,” “THE MERGER AGREEMENT - Exchange of
Certificates,” “THE MERGER AGREEMENT - Articles of Incorporation and
By-Laws;
Directors and Officers,” ‘SPECIAL FACTORS - Agreements with the Affiliates,”
“SPECIAL FACTORS - NOL Carryforwards” and “SPECIAL FACTORS - U.S. Federal Income
Tax Consequences of the Merger” is incorporated herein by
reference.
Item
8. Fairness of the Transaction.
(a) Fairness.
The
information set forth in the sections of the Proxy Statement entitled “QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF STOCKHOLDERS,” “SUMMARY
TERM SHEET - Recommendation of our Board,” “SPECIAL FACTORS - Recommendation of
our Board and Fairness of the Merger” and “SPECIAL FACTORS - Position of NATL,
Green, Mr. Fasso and the Affiliated Continuing Investors” is incorporated herein
by reference.
(b)
Factors
Considered in Determining Fairness.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET - Factors Considered by the Board and the Special Committee,”
“SPECIAL
FACTORS
-
Reasons for the Merger - Our
process,”
“SPECIAL FACTORS - Reasons for the Merger - The
value of the bid by Mr. Moyes and NATL to our stockholders,”
“SPECIAL FACTORS - Reasons for the Merger - The
increasing challenges faced by us,”
“SPECIAL FACTORS - Reasons for the Merger - Other
factors,”
“SPECIAL FACTORS - Reasons for the Merger - The terms of the Merger Agreement,”
“SPECIAL FACTORS - Reasons for the Merger - Procedural
safeguards,”
“SPECIAL FACTORS - Reasons for the Merger - The
risks and other potentially negative factors,”
“SPECIAL FACTORS - Reasons for the Merger - Liquidation
value considered in determining fairness,”
“SPECIAL FACTORS - Reasons for the Merger - Consideration
of the special factors by the Special Committee and the Board in evaluating
the
Merger,”
“SPECIAL FACTORS - Opinion of Central’s Financial Advisor” and “SPECIAL
FACTORS - Position of NATL, Green, Mr. Fasso and the Affiliated Continuing
Investors” is incorporated herein by reference.
(c) Approval
of Security Holders.
The
information set forth in the section of the Proxy Statement entitled “QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF STOCKHOLDERS,” “SUMMARY
TERM SHEET - Central’s Stockholders Must Approve the Merger” and “THE MERGER
AGREEMENT - Conditions Precedent to the Merger” is incorporated herein by
reference.
(d)
Unaffiliated
Representatives.
The
information set forth in the sections of the Proxy Statement entitled
“SPECIAL
FACTORS
-
Reasons for the Merger - Procedural
safeguards”
is
incorporated herein by reference.
(e)
Approval
of Directors.
The
information set forth in the sections of the Proxy Statement entitled “QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING OF STOCKHOLDERS,” “SUMMARY
TERM SHEET - Recommendation of our Board” and “SPECIAL FACTORS - Recommendation
of our Board and Fairness of the Merger” is incorporated herein by
reference.
(f) Other
Offers.
None.
Item
9. Reports, Opinions, Appraisals and Negotiations.
(a) Report,
Opinion or Appraisal.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET -
Morgan
Keegan’s Fairness Opinion” and
“SPECIAL
FACTORS
-
Opinion of Central’s Financial Advisor” is incorporated herein by reference.
(b)
Preparer
and Summary of the Report, Opinion or Appraisal.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET - Morgan Keegan’s Fairness Opinion” and “SPECIAL FACTORS - Opinion of
Central’s Financial Advisor” is incorporated herein by reference.
(c) Availability
of Documents. The
opinion of Morgan Keegan & Company, Inc., attached as Annex B to the Proxy
Statement, is incorporated herein by reference.
Item
10. Source and Amounts of Funds or Other Consideration.
(a) Source
of Funds.
The
information set forth in the section of the Proxy Statement entitled
“SPECIAL
FACTORS -
Source
and Amount of Funds” is incorporated herein by reference.
(b)
Conditions.
The
information set forth in the section of the Proxy Statement entitled
“SPECIAL
FACTORS -
Source
and Amount of Funds” is incorporated herein by reference.
(c)
Expenses.
The
information set forth in the section of the Proxy Statement entitled
“SPECIAL
FACTORS
- Fees
and Expenses” is incorporated herein by reference.
(d)
Borrowed
Funds.
The
information set forth in the section of the Proxy Statement entitled
“SPECIAL
FACTORS -
Source
and Amount of Funds” is incorporated herein by reference.
Item
11. Interest in Securities of the Subject Company.
(a) Securities
Ownership.
The
information set forth in the section of the Proxy Statement entitled “SECURITIES
OWNERSHIP” and “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
is incorporated herein by reference.
(b) Securities
Transactions.
The
information set forth in the section of the Proxy Statement entitled
“CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL, NATL AND
GREEN - Recent Transactions in Central Common Stock” is incorporated herein by
reference.
Item
12. The Solicitation or Recommendation.
(d) Intent
to Tender or Vote in a Going-Private Transaction.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET - Central’s Stockholders Must Approve the Merger,” “SPECIAL FACTORS -
Reasons for the Merger” and “SPECIAL FACTORS - Opinion of Central’s Financial
Advisor” is incorporated herein by reference.
(e)
Recommendations
of Others.
The
information set forth in the sections of the Proxy Statement entitled “SUMMARY
TERM SHEET - Recommendations of our Board,” “SPECIAL FACTORS - Recommendation of
our Board and Fairness of the Merger” and “SPECIAL FACTORS - Position of NATL,
Green, Mr. Fasso and the Affiliated Continuing Investors Regarding the Merger”
is incorporated herein by reference.
Item
13. Financial Statements.
(a) Financial
Information.
The
information set forth in the sections of the Proxy Statement entitled
“CENTRAL
FREIGHT LINES, INC. SELECTED FINANCIAL DATA”
is
incorporated herein by reference.
(b) Pro
Forma Information.
Not
applicable.
Item
14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations
or Recommendations.
The
information set forth in the section of the Proxy Statement entitled “GENERAL
INFORMATION - Costs of Solicitation” is incorporated herein by reference.
(b)
Employees
and Corporate Assets.
The
information set forth in the section of the Proxy Statement entitled “GENERAL
INFORMATION - Costs of Solicitation” is incorporated herein by
reference.
Item
15. Additional Information.
(b) Other
Material Information.
None.
Item
16. Exhibits. See
the
Exhibit Index immediately following the signature page.
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.
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CENTRAL
FREIGHT LINES, INC.
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/s/
Robert V. Fasso
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Name:
Robert
V. Fasso
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Title: Chief
Executive Officer and President
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Date: June
19, 2006
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NORTH
AMERICAN TRUCK LINES, LLC
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/s/
Jeff A. Shumway
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Name: Jeff
A. Shumway
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Title: Manager
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Date: June
19, 2006
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GREEN
ACQUISITION COMPANY
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/s/
Jeff A. Shumway
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Name: Jeff
A. Shumway
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Title: President
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Date: June
19, 2006
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JERRY
MOYES
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/s/
Jerry Moyes
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Name:
Jerry Moyes
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Date: June
19, 2006
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ROBERT
V. FASSO
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/s/
Robert V. Fasso
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Name:
Robert V. Fasso
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Date: June
19, 2006
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THE
JERRY AND VICKIE MOYES FAMILY TRUST, DATED DECEMBER 11,
1987
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/s/
Jerry Moyes
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Jerry
Moyes, as Trustee under the Jerry and Vickie Moyes Family Trust,
dated
December 11, 1987
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Date: June
19, 2006
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Exhibit
Number
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Description
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(a)(i)
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Preliminary
Proxy Statement, together with Form of Proxy and Notice of Annual
Meeting,
as amended, filed with the SEC by Central on June 19, 2006, incorporated
herein by reference.
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(a)(ii)
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Current
Report on Form 8-K containing Press Release issued April 3, 2006,
incorporated herein by reference.
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(a)(iii)
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Quarterly
Report on Form 10-Q for the fiscal year ended April 1, 2006, incorporated
herein by reference.
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(a)(iv)
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Current
Report on Form 8-K containing Press Release issued January 30, 2006,
incorporated herein by reference.
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(a)(v)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2005,
incorporated herein by reference.
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(c)(i)
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Morgan
Keegan & Company, Inc. Fairness Opinion dated as of January 30, 2006,
as set forth as Annex B to the Proxy Statement which is incorporated
herein by reference.
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(c)(ii)*
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Presentation
of Morgan Keegan & Company, Inc. to the Special Committee of Central’s
Board of Directors, dated as of January 19, 2006.
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Presentation
of Morgan Keegan & Company, Inc. to the Special Committee of Central’s
Board of Directors on January 5, 2006.
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(d)
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Agreement
and Plan of Merger by and among Central, NATL and Green dated as
of
January 30, 2006, as set forth as Annex A to the Proxy Statement
which is
incorporated herein by reference.
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*
Previously filed.
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**
Filed herewith.
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