SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________
SCHEDULE
13E-3/A-5
(Rule
13e-100)
(Amendment
No. 5)
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
GERALD
F. EHRLICH AS TRUSTEE OF THE MOYES CHILDREN’S TRUST, DATED DECEMBER 14, 1992
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)
Robert
V. Fasso
and
Central
Freight Lines, Inc.
c/o
Robert V. Fasso
5601
West Waco Drive
Waco,
Texas 76710
(480)
361-5295
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Jerry
Moyes,
North
American Truck Lines, LLC,
Green
Acquisition Company and
Jerry
Moyes, Trustee-The Jerry and Vickie Moyes Family
Trust
c/o
Jerry Moyes
2710
E. Old Tower Road, Phoenix, Arizona 85034
(601)
225-3712
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Gerald
F. Ehrlich, Trustee
Lane
& Ehrlich, Ltd.
The
Moyes Children’s Trust
4001
N. Third Street, Suite 400
Phoenix,
Arizona 85012
(602)
264-4442
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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
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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
Four
Times Square
New
York, New York 10036
(212)
735-3000
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Karen
Ciupak McConnell
Ballard
Spahr Andrews & Ingersoll, LLP
3300
North Central Avenue, Suite 1800
Phoenix,
Arizona 85012
(602)
798-5403
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Christopher
D. Johnson
Squire,
Sanders & Dempsey L.L.P.
40
North Central Avenue, Suite 2700
Phoenix,
Arizona 85004
(602)
528-4046
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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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(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. 5 to Rule 13E-3 Transaction Statement on Schedule 13E-3
(“Schedule 13E-3/A-5”) 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”), Gerald F. Ehrlich as trustee of the Moyes Children’s Trust, dated
December 14, 1992 (the “Children’s Trust) and Jerry Moyes as trustee of the
Jerry and Vickie Moyes Family Trust, dated December 11, 1987 (the “Family Trust”
and with Mr. Moyes and the Children’s Trust, the “Affiliated Continuing
Investors”), in connection with the Agreement and Plan of Merger, dated as of
January 30, 2006, by and among Central, Parent and Purchaser as amended by
the
First Amendment to Agreement and Plan of Merger, dated as of September 13,
2006,
by and among Central, Parent and Purchaser (as amended, the “Merger Agreement”).
Central, Mr. Fasso, Purchaser, Parent and the Affiliated Continuing Investors
are referred to herein as the “Filing Persons.” The
Children’s Trust has been advised by Central and Mr. Moyes that the Children’s
Trust may be required to join in this filing by reason of interpretations
of the
Securities and Exchange Commission with respect to the application of Rule
13e-3
to substantial stockholders continuing as stockholders in an issuer which
is the
subject of a Rule 13e-3
transaction, as that term is defined in Rule 13e-3. At the request of Central
and Mr. Moyes, the Children’s Trust has consented to be included in this filing.
However, the Children’s Trust expressly disclaims any Schedule 13E-3 filing
obligation in connection with the Merger (as defined below) and expressly
disavows that it is engaged in any Rule 13e-3 transaction. Specifically,
the
Children’s Trust is not, directly or indirectly, (i) purchasing any equity
security of Central; (ii) making any tender offer or request or invitation
for
tenders of any equity security of Central; or (iii) soliciting any proxy,
consent or authorization of any equity securityholder of Central with respect
to
the Merger. The Children’s Trust also expressly disclaims that it is an
affiliate of, or acting together as part of a group in connection with
the
Merger with, any other Filing Person, and the Children’s Trust is not a
proponent of the Merger or of approval ofthe
Merger Agreement by the stockholders of Central.
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 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) 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 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 (other than Mr. Fasso), 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. 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. Mr. Moyes
has
agreed to the cancellation of his stock options for no payment; Mr. Fasso’s
stock options will be amended pursuant to his amended stock option agreement.
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 Schedule 13E-3/A-5.
Concurrently
with the filing of this Schedule 13E-3/A-5, 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-5 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-5
and/or
the Preliminary Proxy Statement concerning Central has been supplied by Central.
All information in this Schedule 13E-3/A-5 and/or the Preliminary Proxy
Statement concerning Purchaser has been supplied by Purchaser. The information
contained in this Schedule 13E-3/A-5 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-5. 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 - Net Operating Loss
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 - Net Operating Loss 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 - Morgan
Keegan did not analyze liquidation value 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.
The
information set forth in the section of the Proxy Statement entitled “CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS” is incorporated herein by
reference.
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: October
20, 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: October
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: October
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: October
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: October
20, 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 of the Jerry and Vickie Moyes Family Trust, dated
December 11, 1987
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Date: October
19, 2006
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THE
MOYES CHILDREN’S TRUST, DATED DECEMBER 14, 1992
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/s/
Gerald F. Ehrlich
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Gerald
Ehrlich, as Trustee of the Moyes Children’s Trust, dated December 14,
1992
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Date: October
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 October 20, 2006,
incorporated herein by reference.
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(a)(ii)
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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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(a)(iii)
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Quarterly
Report on Form 10-Q for the quarter ended July 1, 2006, incorporated
herein by reference.
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(a)(iv)
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Quarterly
Report on Form 10-Q for the quarter ended April 1, 2006, incorporated
herein by reference.
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| (a)(v) |
Current
Report on Form 8-K containing Press Release issued September 20, 2006,
incorporated herein by reference. |
| (a)(vi) |
Current
Report on Form 8-K filed September 19, 2006, incorporated herein by
reference. |
| (a)(vii) |
Current
Report on Form 8-K containing Press Release issued August 15, 2006,
incorporated herein by reference. |
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(a)(viii)
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Current
Report on Form 8-K containing Press Release issued June 20, 2006,
incorporated herein by reference.
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(a)(ix)
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Current
Report on Form 8-K containing Press Release issued April 21, 2006,
incorporated herein by reference.
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(a)(x)
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Current
Report on Form 8-K containing Press Release issued April 17, 2006,
incorporated herein by reference.
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(a)(xi)
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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)(xii)
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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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(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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(c)(iii)*
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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)(i)
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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-1 to the Proxy Statement,
which
is incorporated herein by reference.
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(d)(ii)
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First
Amendment to Agreement and Plan of Merger by and among Central, NATL
and
Green dated as of September 13, 2006, as set forth as Annex A-2 to
the Proxy Statement, which is incorporated herein by
reference.
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(d)(iii)*
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Form
of Stockholders’ Agreement between Central, Mr. Moyes, the Family Trust,
the Children’s Trust and Mr. Fasso, to be effective upon the consummation
of the Merger.
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(d)(iv)*
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Amendment
to Stock Option Agreement dated as of September 13, 2006 between
Central
and Robert V. Fasso.
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| (d)(v)* |
Indemnification
Agreement
dated
as of
September 13, 2006
between
Mr. Moyes, Vickie Moyes, the Family Trust, Mr. Ehrlich and the Children's
Trust. |
| (d)(vi)* |
Purchase
Agreement dated as of October 6,
2006 by and among Patrick J.
Curry and Ronald Moyes and
Krista Moyes , Joint Tenants and
Jerry C. Moyes. |
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*
Previously filed.
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