-----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, BMTmjXI5Y2uE7/R9+Bqbtnh05hXHYK88rpBUuPzKvSDPz9DygNM1JGTBPoNz5aO0 Vlyh7Hf4OoD3u5y/XnFePw== 0000950123-09-070874.txt : 20091215 0000950123-09-070874.hdr.sgml : 20091215 20091215160632 ACCESSION NUMBER: 0000950123-09-070874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19969 FILM NUMBER: 091241835 BUSINESS ADDRESS: STREET 1: 3801 OLD GREENWOOD RD CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 8-K 1 d70419e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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): December 15, 2009 (December 9, 2009)
ARKANSAS BEST CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other
jurisdiction of incorporation)
  0-19969
(Commission File Number)
  71-0673405
(IRS Employer
Identification Number)
     
3801 Old Greenwood Road
Fort Smith, Arkansas

(Address of principal executive offices)
  72903
(Zip Code)
Registrant’s telephone number, including area code: (479) 785-6000
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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     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.
Arkansas Best Corporation and its subsidiaries (the “Company”) is self-insured up to certain limits for workers’ compensation claims with amounts in excess of such self-insured limits fully insured to levels which management considers appropriate for the Company’s operations. In order to meet regulatory requirements in various states associated with this self-insurance program and to comply with terms of agreements with insurers, the Company is required to post letters of credit to secure these obligations. As of December 11, 2009, the total face amount of all such letters of credit approximated $50 million. Prior to December 11, 2009 the Company arranged for the letters of credit as a part of the existing credit facility under the Second Amended and Restated Credit Agreement as amended on May 4, 2007 (the “Credit Facility”).
On December 11, 2009, the Company entered into:
    a Letter of Credit Agreement with PNC Bank, N.A. to establish a letter of credit facility not to exceed $35 million; and
 
    a Letter of Credit Agreement with SunTrust Bank to establish a letter of credit facility not to exceed $15 million.
As of December 11, 2009, the Company had in place the following two additional letter of credit arrangements:
    a letter of credit facility with Bank of Tokyo-Mitsubishi UFJ, Ltd. in an amount not to exceed $25 million; and
 
    an arrangement with U.S. Bank National Association for the discretionary issuance of additional letters of credit upon application by the Company.
Under these arrangements, the Company has up to $90 million of availability for the issuance of letters of credit of which $75 million is committed subject to compliance by the Company with the requirements of issuance.
The Company will substitute letters of credit issued under these new arrangements for the letters of credit previously issued under the Credit Facility. Following the substitution, the existing letters of credit will be cancelled by the issuers. The letters of credit issued under the new arrangements will be secured by the Company’s pledge of cash or other financial assets in an amount not less than the total of such letters of credit. The new letter of credit arrangements contain no financial ratios or financial covenants which the Company will be required to maintain.
The Company is continuing to evaluate its financing arrangements with a view toward increasing the total credit available to the Company.

 


 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item is included in Item 1.01 and incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2009, the Company announced that, effective January 1, 2010:
    J. Lavon Morton, currently Vice President, Tax and Chief Internal Auditor, was appointed Senior Vice President, Tax and Chief Audit Executive;
 
    Donald W. Pearson, currently Director of Cash Management, was appointed Vice President, Treasurer;
 
    R. David Humphrey, currently Director of Investor Relations, was appointed Vice President, Investor Relations and Corporate Communications.
J. Lavon Morton, age 59, has been the Company’s Vice-President—Tax and Chief Internal Auditor since January 1, 2000. Prior to that, Mr. Morton was Vice President — Financial Reporting from May 1997 to December 1999. Mr. Morton joined the Company as Assistant Treasurer in December 1996. In his new position, Mr. Morton will continue to have responsibility for the Company’s tax and audit functions. In addition, he will oversee administration of the Company’s executive compensation and retirement services functions.
Donald W. Pearson, age 51, has been employed by the Company for 24 years and has been the Director of Cash Management since February 1996. In his new role, Mr. Pearson will be responsible for the traditional treasury functions of the company including oversight of Arkansas Best’s banking relationships.
R. David Humphrey, age 50, has been employed by the Company for 26 years and began his current position, as Director of Investor Relations, in February 1998. In his new position, Mr. Humphrey will continue to oversee Arkansas Best’s investor relations program. In addition, he will be responsible for Arkansas Best’s corporate media and public relations activities.
Item 8.01. Other Events.
The Company issued the attached press release on December 15, 2009. The press release is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibits
Exhibit 99.1 News release dated December 15, 2009.

 


 

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.
         
  ARKANSAS BEST CORPORATION
(Registrant)
 
 
Date: December 15, 2009  /s/ Michael R. Johns    
  Michael R. Johns,   
  Vice President — General Counsel and
Corporate Secretary 
 

 

EX-99.1 2 d70419exv99w1.htm EX-99.1 exv99w1
         
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ARKANSAS BEST CORPORATION
NAMES NEW OFFICERS
     (Fort Smith, Arkansas, December 15, 2009) — Arkansas Best Corporation (Nasdaq: ABFS) announces the appointment of J. Lavon Morton to the position of Senior Vice President, Tax and Chief Audit Executive. Donald W. Pearson has been named Vice President, Treasurer. R. David Humphrey will become Vice President, Investor Relations and Corporate Communications. All of these promotions will be effective on January 1, 2010.
     “I have worked closely with Lavon, Don and David throughout my career at Arkansas Best,” said Judy R. McReynolds who, as previously announced, will become Arkansas Best’s President and Chief Executive Officer on January 1, 2010. “Each of them has been a key contributor to the long-term success of Arkansas Best. As we face the on-going challenges of the current business environment, I look forward to continuing to work with them, and all of our outstanding officers and employees, to build toward the future success of Arkansas Best and ABF.”
     In his new position, Lavon Morton will continue to have responsibility for the company’s tax and audit functions. In addition, he will oversee administration of the company’s executive compensation and retirement services functions. Mr. Morton has 13 years of experience with the company. He has served as Arkansas Best’s Vice President — Tax and Chief Internal Auditor since January 2000.
     In his new role, Don Pearson will be responsible for the traditional treasury functions of the company including oversight of Arkansas Best’s banking relationships. Mr. Pearson has been employed at Arkansas Best for 24 years. He has been the Director of Cash Management since February 1996. He will also have responsibility for corporate purchasing at Arkansas Best.
     In his new position, David Humphrey will continue to oversee Arkansas Best’s investor relations program. In addition, he will be responsible for Arkansas Best’s corporate media and public relations activities. David has 26 years of experience with the company. He began his current position, as Arkansas Best’s Director of Investor Relations, in February 1998.

 


 

     “Arkansas Best is currently working with an outside firm in a search for our company’s new Chief Financial Officer,” said Ms. McReynolds. “During this process we will be evaluating both internal and external candidates. As we carefully look for the best person to fill this important position, the search process could take about four to six months.”
     Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a transportation holding company. ABF Freight System, Inc., Arkansas Best’s largest subsidiary, has been in continuous service since 1923. ABF provides transportation of less-than-truckload (“LTL”) general commodities throughout North America. More information is available at arkbest.com and abf.com.
Contact:   Mr. David Humphrey, Director of Investor Relations
Arkansas Best Corporation
Telephone: (479) 785-6200
END OF RELEASE

 

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