-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9WmB26mXtr3xjw2WnOTPIaOX5ALZ9RKvJVOi8cTMVfh9Q+yvALq5/ySiWBHOcsk WHwafEvi/Sfe8R1evAbCeg== 0000039273-05-000017.txt : 20050421 0000039273-05-000017.hdr.sgml : 20050421 20050421171347 ACCESSION NUMBER: 0000039273-05-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FROZEN FOOD EXPRESS INDUSTRIES INC CENTRAL INDEX KEY: 0000039273 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 751301831 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10006 FILM NUMBER: 05765430 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 8-K 1 form8k_airpro.htm FFEX FORM 8K SALE OF AIRPRO FFEX Form 8K Sale of Airpro


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
April 20, 2005
 

COMMISSION FILE NUMBER 1-10006

FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Texas
(State or Other Jurisdiction of Incorporation)
75-1301831
(IRS Employer Identification No.)
 
1145 Empire Central Place
Dallas, Texas 75247-4309
(Address of Principal Executive Offices)
 
 
(214) 630-8090
(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:
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r
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 April 20, 2005, Frozen Food Express Industries, Inc. issued a news release announcing the planned sale of its non-freight business unit.  A copy of the news release is filed herewithin as Exhibit 99.1.
 
 
 
 
 ITEM 9.01.
 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
 
 
 
     Exhibit No.
Exhibit Title                              
     99.1
News release announcing Registrant's planned sale of its non-freight business unit.
 
 
 
 

 
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.
 
 
FROZEN FOOD EXPRESS INDUSTRIES, INC.
 
 
 
 
 
 
 
 
 
 
Dated: April 21, 2005
 
By:
 
/s/ F. Dixon McElwee, Jr.
 
 
 
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer
 
 

 





 
EXHIBIT INDEX
 
 
 
Exhibit No.
Exhibit Title                              
 99.1
News release announcing registrant's planned sale of its non-freight business unit.
 
 

EX-8.01 2 ex8_01.htm EXHIBIT 8.01 Exhibit 8.01

For: Frozen Food Express Industries, Inc.             
Listed: Nasdaq (FFEX)             

Company Contacts:                     
Stoney M. (Mit) Stubbs, Jr. (CEO)         
F. Dixon McElwee, Jr. (CFO)    
(214) 630-8090    

For Immediate Release
 
Frozen Food Express Industries, Inc.
Announces Planned Sale of Non-Freight Business Unit

Dallas, Texas, April 20, 2005-Frozen Food Express Industries, Inc. (Nasdaq: FFEX) said today that it has agreed to the sale of the operating assets of AirPro, its remaining non-freight business. The assets include accounts receivable, trade names, inventory and equipment. According to a letter of intent signed yesterday, the assets will be purchased by AirPro Mobile Air, LLC (“APMA”), a newly formed limited partnership, which is controlled by two members of AirPro’s senior management team. After the transaction closes later this month, FFEX will continue to own 20% of the new limited partnership. AirPro is a distributor of motor vehicle air conditioning parts and systems with headquarters in Mesquite, Texas. Its Internet web site is www.airproair.com.

The transaction is not expected to have a significant impact on FFEX's 2005 operating results. For the three months ended March 31, 2005, AirPro’s operating income was negligible. During 2004, AirPro accounted for 2% of FFEX’s consolidated revenue. The sales price approximates net book value of the assets being sold.

Stoney M. (Mit) Stubbs, Jr., chairman and CEO of FFEX, said that the sale will conclude an ongoing program to realign the company's operations in light of changes in the market for refrigerated trucking services.

"For some time now we have been working to focus our operations more closely with changing demands of our marketplace. To accomplish this, we directed our attention and our capital more closely to our core business, where we believe we can earn the greatest return on invested capital. The sale of AirPro is an important part of that effort, which began when we sold the largest component of our non-freight operation in December of 2001" Mr. Stubbs, explained. “When we sold W&B Refrigeration Service Company in 2001, we also retained a minority interest in the acquiring company. As with the current transaction, the former management of W&B was the buyer. The W&B transaction has turned out to be quite beneficial to both the purchaser and to FFEX. We expect to repeat the experience with the AirPro deal.”

Separately, FFEX said that it expects to announce it's first quarter 2005 operating results in advance of the annual meeting of Shareholders, which is scheduled for May 5, 2005.

Forward-Looking Statements 
Statements contained herein which are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 ("PSLRA"). Certain statements contained herein including statements regarding the anticipated development and expansion of the company's business or the industry in which the company operates, the intent, belief or current expectations of the company, its directors or its officers, primarily with respect to the future operating performance of the company and other statements contained herein regarding matters that are not historical facts, are "forward- looking" statements (as such term is defined in PSLRA). Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied from such forward-looking statements. These risks and uncertainties include demand for the company's services and products, and the company's abilities to meet that demand, which may be affected by, among other things, competition, weather conditions and the general economy, the availability and cost of labor, the company's ability to negotiate favorably with lenders and lessors, the effects of terrorism and war, the availability and cost of equipment, fuel and supplies, the market for previously-owned equipment, the impact of changes in the tax and regulatory environment in which the company operates, operational risks and insurance, risks associated with the technologies and systems used by the company and the other risks and uncertainties described in the company's filings with the Securities and Exchange Commission.  

About FFEX 
Frozen Food Express Industries, Inc. is the largest publicly-owned, temperature-controlled carrier of perishable goods (primarily food products, health care supplies and confectionery items) on the North American continent. Its services extend from Canada, throughout the 48 contiguous United States, into Mexico. The refrigerated trucking company is the only one serving this market that is full-service—providing full-truckload, less-than-truckload and dedicated fleet transportation of refrigerated and frozen products. Its refrigerated less-than-truckload operation is also the largest on the North American continent. The company also provides full-truckload transportation of non-temperature-sensitive goods through its non-refrigerated trucking fleet, American Eagle Lines. Additional information about Frozen Food Express Industries, Inc. can be found at the company’s web site, http://www.ffex.net.

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