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): September 20, 2006
CENTRAL
FREIGHT LINES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50485
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74-2914331
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5601
West Waco Drive, Waco, TX
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76710
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(Address
of principal executive offices)
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(Zip
Code)
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(254)
772-2120
(Registrant's
telephone number, including area code)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
September 20, 2006, Central Freight Lines, Inc., a Nevada corporation (the
"Company") entered into two sale-leaseback transactions, one with Jerry and
Vickie Moyes (together, the "Moyes") and one with Southwest Premier Properties,
L.L.C., a Texas limited liability company ("SPP"). The Moyes are the beneficial
owners of approximately 5.7% of the Company's outstanding common stock, and
Jerry Moyes is a former member of the Company's board of directors. SPP
is
owned
approximately 77.0% by Jerry Moyes and approximately 10.0% by Robert V. Fasso,
the Company's Chief Executive Officer and President. In
addition, Jerry Moyes is the sole owner of North American Truck Lines, LLC,
a
Nevada limited liability company ("NATL"). On January 30, 2006, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement"), with
NATL
and its wholly owned subsidiary, Green Acquisition Company, a Nevada corporation
("Green"), which was subsequently amended as described in the Form 8-K the
Company filed with the Securites and Exchange Commission ("SEC") on September
19, 2006 (the "Amended Merger Agreement"). Under the terms of the Amended Merger
Agreement, (i) Green is to merge with and into the Company, with the Company
continuing as the surviving corporation, (ii) Jerry Moyes and certain
related parties are to become the owners of all of the Company's issued and
outstanding common stock, and (iii) the Company is to cease being a publicly
traded company.
The
two
sale-leaseback transactions entered into on September 20, 2006 covered the
Company's Reno, Nevada and Tucson, Arizona facilities. The Moyes agreed to
purchase the Company's Reno facility and SPP agreed to purchase the Company's
Tucson facility, in each case at such facility's estimated fair market value,
subject to possible adjustment based on actual appraised value. In the
transactions, the Company received approximately $2.7 million in cash and agreed
to lease the terminals back for ten-year terms for combined rent of $272,400
annually, triple net. The proceeds of the transactions are expected to be used
for working capital and other general corporate purposes. The transactions
were
unanimously approved by the Company's board of directors, including all
independent and disinterested directors.
Item
7.01 Regulation
FD Disclosure.
On
September 20, 2006, the Company issued a press release announcing (i) the
execution of a First Amendment to the Merger Agreement, (ii) the filing of
Amendment No. 2 to its Preliminary Proxy Statement on Schedule 14A, and (iii)
certain other related matters. A
copy of
the press release is attached to this
report as Exhibit 99.1.
The
information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be
expressly set forth by specific reference in such a filing.
Item
8.01 Other
Events.
On
September 20, 2006, the Company announced that, subject to completion of
the SEC proxy review process, it has identified November 13, 2006 as the meeting
date for its 2006 Annual Meeting of Stockholders (the "2006 Annual Meeting").
The record date for the determination of stockholders entitled to notice of
the
2006 Annual Meeting and to vote upon the matters considered at the 2006 Annual
Meeting was set in August as September 15, 2006.
Because
the date of the 2006 Annual Meeting has been changed by more than 30 days from
the date of our 2005 Annual Meeting of Stockholders, in accordance with Rule
14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the deadline for receipt of stockholder proposals for
inclusion in the Company's proxy statement and form of proxy for the 2006 Annual
Meeting pursuant to Rule 14a-8 has been set at October 2, 2006. In order for
a
proposal to be considered for inclusion in the proxy materials, it must be
received by the Company prior to 5:00 p.m. local time on such date at the
Company's office at 15333 North Pima Road, Suite 230, Scottsdale, Arizona 85260
and must be directed to the attention of Jeff Hale, Senior Vice President and
Chief Financial Officer.
In
addition, in order for a stockholder proposal made outside of Rule 14a-8 under
the Exchange Act to be considered timely within the meaning of Rule 14a-4(c)
under the Exchange Act, such proposal must be received by the Company at the
address noted above prior to 5:00 p.m. local time on October 2, 2006. If the
Company is not notified of an intent to present a proposal at our 2006 Annual
Meeting by such time and date, the holders of proxies will have the right to
exercise their discretionary voting authority with respect to such proposal,
if
properly presented at the meeting.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits:
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Press
release dated September 20, 2006.
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SIGNATURE
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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CENTRAL
FREIGHT LINES, INC.
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Date:
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September
21, 2006
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By:
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/s/
Jeff Hale |
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Jeff
Hale
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Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Press
release dated September 20, 2006.
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