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) November 8, 2004
RUSH ENTERPRISES, INC. (Exact name of registrant as specified in its charter) |
||||
Texas (State or other jurisdiction of incorporation) |
0-20797 (Commission File Number) |
74-1733016 (IRS Employer Identification No.) |
||
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 |
||||
(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):
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 15, 2004, Rush Enterprises, Inc. (the "Company") entered into a definitive agreement (the "Asset Purchase Agreement") to acquire substantially all of the assets of American Truck Source, Inc. ("ATS"), which owns Peterbilt dealerships in Dallas, Fort Worth, Abilene and Tyler, Texas; Nashville, Tennessee; Louisville, Kentucky; and Birmingham, Alabama. On October 22, 2004, the Company issued a press release regarding its receipt of notice from Peterbilt that Peterbilt does not intend to exercise its rights of first refusal with respect to ATS's pending sale of its Texas dealerships or its Nashville dealerships, but that it does intend to exercise its right of first refusal with respect to Birmingham Peterbilt and Louisville Peterbilt.
On November 8, 2004, the Company and ATS entered into the First Amendment to the Asset Purchase Agreement (the "Amendment"). The purpose of the Amendment was to acknowledge PACCAR's decision to exercise its right of first refusal with regard to Birmingham Peterbilt and Louisville Peterbilt and to eliminate the closing conditions other than the acquisition of dealership licenses and the Company's ability to obtain financing to pay the purchase price.
A copy of the Amendment is filed herewith as Exhibit 2.1 and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit No. |
Document Description |
|
---|---|---|---|
2.1 |
First Amendment to Asset Purchase Agreement between Rush Enterprises, Inc.; Rush Truck Centers of Texas, L.P.; Rush Truck Centers of Alabama, Inc.; Rush Truck Centers of Tennessee, Inc.; Rush Truck Centers of Indiana, Inc.; Rush Administrative Services, Inc.; ATS; Dallas Peterbilt, Ltd., LLP; Birmingham Peterbilt, Inc.; Nashville Peterbilt, Inc.; Louisville Peterbilt, Inc.; Highland Park Land Co., Inc.; American Truck Source Leasing, Inc.; American Truck Source Financial Corporation; John D. Moore; Jesse T. Kirk and Milo Kirk. |
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.
RUSH ENTERPRISES, INC. | |||
By |
/s/ Martin A Naegelin, Jr. Martin A Naegelin, Jr. Senior Vice President and Chief Financial Officer |
||
Dated November 9, 2004 |
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment dated November 8, 2004, among Rush Enterprises, Inc., a Texas corporation ("Rush"), Rush Truck Centers of Texas, L.P., a Texas limited partnership ("Rush Texas"), Rush Truck Centers of Alabama, Inc., a Delaware corporation ("Rush Alabama"), Rush Truck Centers of Tennessee, Inc., a Delaware corporation ("Rush Tennessee"), Rush Truck Centers of Indiana, Inc., a Delaware corporation ("Rush Indiana"), Rush Administrative Services, Inc., a Delaware corporation ("Rush Administrative Services" and, collectively with Rush Texas, Rush Alabama, Rush Tennessee and Rush Indiana, "Purchaser"), American Truck Source, Inc., a Delaware corporation ("ATS"), Dallas Peterbilt, Ltd., L.L.P., a Texas limited liability partnership ("ATS Texas"), Birmingham Peterbilt, Inc., a Texas corporation ("Birmingham"), Nashville Peterbilt, Inc., a Tennessee corporation ("ATS Tennessee"), Louisville Peterbilt, Inc., an Indiana corporation ("Louisville"), Highland Park Land Company, a Texas corporation ("ATS Land"), American Truck Source Leasing, Inc., a Tennessee corporation ("ATS Leasing"), American Truck Source Financial Corporation, a Texas corporation ("ATS Financial" and, collectively with ATS, ATS Texas, Birmingham, ATS Tennessee, Louisville, ATS Land and ATS Leasing, "Seller") and the shareholders of ATS (the "Shareholders") and Peterbilt Motor Company, a division of PACCAR, Inc., a Delaware corporation ("Peterbilt") to the Asset Purchase Agreement dated September 15, 2004 (the "Agreement"), among Rush, Purchaser, Seller and the Shareholders.
RECITALS
WHEREAS, Rush anticipates closing a public offering of its Class A Common Stock in November 2004 (the "Offering") to obtain financing in accordance with Section 9.2(h) of the Agreement in satisfaction of one of the conditions to Closing; and
WHEREAS, the parties desire this First Amendment solely to reflect the effects of closing the Offering a significant time period prior to Closing;
NOW, THEREFORE, for and in consideration of the premises, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the parties hereby agree as follows:
(Signature pages follows)
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written.
RUSH | ||||
RUSH ENTERPRISES, INC. |
||||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer | |||
PURCHASER: |
||||
RUSH TRUCK CENTERS OF TEXAS, L.P. |
||||
By: |
Rushtex, Inc., its general partner |
|||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer | |||
RUSH TRUCK CENTERS OF ALABAMA, INC. |
||||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer | |||
RUSH TRUCK CENTERS OF TENNESSEE, INC. |
||||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer |
3
RUSH TRUCK CENTERS OF INDIANA, INC. | ||||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer | |||
RUSH ADMINISTRATIVE SERVICES, INC. |
||||
By: |
/s/ MARVIN RUSH |
|||
Name: | Marvin Rush | |||
Title: | Chairman and Chief Executive Officer | |||
SELLERS: |
||||
AMERICAN TRUCK SOURCE, INC. |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
AMERICAN TRUCK SOURCE FINANCIAL CORPORATION |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
DALLAS PETERBILT, LTD., L.L.P. |
||||
By: |
ATS HOLDINGS, INC., GENERAL PARTNER |
|||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
LOUISVILLE PETERBILT, INC. |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President |
4
NASHVILLE PETERBILT, INC. | ||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
BIRMINGHAM PETERBILT, INC. |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
AMERICAN TRUCK SOURCE LEASING, INC. |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
HIGHLAND PARK LAND COMPANY |
||||
By: |
/s/ JOHN MOORE |
|||
Name: | John Moore | |||
Title: | President | |||
SHAREHOLDERS: |
||||
/s/ JESSE T. KIRK |
||||
Jesse T. Kirk | ||||
/s/ MILO KIRK |
||||
Milo Kirk | ||||
/s/ JOHN MOORE |
||||
John Moore |
5