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 23, 2013
Rush Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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Texas (State or other jurisdiction of incorporation) |
0-20797 (Commission File Number) |
74-1733016 (IRS Employer Identification No.) |
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555 IH-35 South, Suite 500 New Braunfels, Texas (Address of principal executive offices) |
78130 (Zip Code) |
Registrant’s telephone number, including area code: (830) 626-5200
Not Applicable
______________________________________________
(Former name or former address, 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 8.01 Other Events.
On September 23, 2013, certain subsidiaries of Rush Enterprises, Inc. (the “Company”) entered into agreements to purchase certain assets of CIT, Inc., which does business as Chicago International Trucks, Mcgrenho L.L.C., which does business as Indy Truck Sales, and Indiana Mack Leasing, LLC; and the membership interests of Idealease of Chicago, LLC. The acquisition includes International commercial truck dealerships and Idealease commercial vehicle rental and leasing businesses in Carol Stream, Chicago, Grayslake, Huntley, Joliet, Kankakee and Ottawa, Illinois, and Brazil, Gary and Indianapolis, Indiana, which, collectively, had unaudited revenues of approximately $405 million in 2012.
The Company anticipates that the purchase price for the assets will be paid in cash and partially financed under the Company’s commercial vehicle borrowing and accounts receivable financing arrangements. The proposed acquisition is expected to close, subject to customary closing conditions, in the first quarter of 2014.
On September 26, 2013, the Company issued a press release announcing entry into the purchase agreements, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K, including those concerning the proposed acquisition of certain assets of the dealership groups in Illinois and Indiana and the Company’s intention to finance a portion of the purchase price are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, whether the proposed acquisition is ultimately consummated, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, product introductions and acceptance, changes in industry practices, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Rush Enterprises, Inc. Press Release dated September 26, 2013
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 hereunto duly authorized.
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RUSH ENTERPRISES, INC. |
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| By: | /s/ Derrek Weaver | ||
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Derrek Weaver |
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Senior Vice President, General Counsel and |
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Corporate Secretary |
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Dated: September 26, 2013
EXHIBIT INDEX
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Exhibit No. |
Description |
| 99.1 | Rush Enterprises, Inc. Press Release dated September 26, 2013 |
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Exhibit 99.1
Contact:
Rush Enterprises, Inc., San Antonio
Steven L. Keller, 830-626-5226
kellers@rushenterprises.com
Karen S. Konecny, 830-626-5102
konecnyk@rushenterprises.com
RUSH ENTERPRISES, INC. SIGNS AGREEMENT TO ACQUIRE ASSETS OF DEALERSHIP
GROUPS IN ILLINOIS AND INDIANA
SAN ANTONIO, Texas, September 26, 2013 —Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that certain of its subsidiaries have entered into agreements to purchase certain assets of CIT, Inc., which does business as Chicago International Trucks, Mcgrenho L.L.C., which does business as Indy Truck Sales, and Indiana Mack Leasing, LLC; and the membership interests of Idealease of Chicago, LLC. The acquisition includes International commercial truck dealerships and Idealease commercial vehicle rental and leasing businesses in Carol Stream, Chicago, Grayslake, Huntley, Joliet, Kankakee and Ottawa, Illinois, and Brazil, Gary and Indianapolis, Indiana, which, collectively, had unaudited revenues of approximately $405 million in 2012.
The proposed acquisition is expected to close, subject to customary closing conditions, in the first quarter of 2014. When complete, the acquisition will expand the Company’s contiguous network of Rush Truck Centers in the Midwest.
The Company anticipates that the purchase price for the assets will be paid in cash and partially financed under the Company’s commercial vehicle borrowing and accounts receivable financing arrangements. The Company expects the transaction to be accretive to future earnings.
“This acquisition is a significant opportunity to expand our service network in the Midwestern United States, providing strategic market coverage for truck owners operating in this region,” said W. M. “Rusty” Rush, Chairman, CEO and President of Rush Enterprises, Inc. “Chicago International Trucks and Indy Truck Sales are respected dealer organizations, and we are excited to add these operations to our Rush Truck Center network. We look forward to continuing the standard of service excellence they have established in these markets. We are also pleased to expand our relationship with Navistar by representing reputable brands such as International and Idealease in this region of the country.”
Exhibit 99.1
Certain statements contained in this press release, including those concerning the proposed acquisition of certain assets of the dealership groups in Illinois and Indiana, the proposed acquisition’s impact on the Company’s future earnings, and the Company’s intention to finance a portion of the purchase price are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, whether the proposed acquisition is ultimately consummated, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, product introductions and acceptance, changes in industry practices, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission.
About Rush Enterprises, Inc.
Rush Enterprises, Inc. is the premier service provider to the commercial vehicle industry and owns and operates the largest network of commercial vehicle dealerships in the United States, representing truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, IC Bus and Blue Bird. The Company's vehicle centers are strategically located in high traffic areas on or near major highways throughout the United States. These one-stop centers offer an integrated approach to meeting customer needs — from sales of new and used vehicles to aftermarket parts, service and body shop operations plus a wide array of financial services, including financing, insurance, leasing and rental. Rush Enterprises' operations also provide vehicle up-fitting, chrome accessories and tires. For more information, please visit www.rushenterprises.com.