0000899243-15-003554.txt : 20150819 0000899243-15-003554.hdr.sgml : 20150819 20150819125623 ACCESSION NUMBER: 0000899243-15-003554 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150818 FILED AS OF DATE: 20150819 DATE AS OF CHANGE: 20150819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY DISTRIBUTION INC CENTRAL INDEX KEY: 0000922863 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 593239073 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4041 PARK OAKS BOULEVARD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136305826 MAIL ADDRESS: STREET 1: 4041 PARK OAKS BOULEVARD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33610 FORMER COMPANY: FORMER CONFORMED NAME: MTL INC DATE OF NAME CHANGE: 19940509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCHESE RICHARD B CENTRAL INDEX KEY: 0001218442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24180 FILM NUMBER: 151063417 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-18 1 0000922863 QUALITY DISTRIBUTION INC QLTY 0001218442 MARCHESE RICHARD B 5430 EAST HARBOR VILLAGE DRIVE VERO BEACH FL 32967 1 0 0 0 Common Stock 2015-08-18 4 D 0 7383 16.00 D 0 D Common Stock 2015-08-18 4 D 0 65554 16.00 D 0 I By Richard B. Marchese Revocable Trust dated June 15, 2006 On August 18, 2015, Gruden Acquisition, Inc. ("Parent") acquired the issuer pursuant to the Agreement and Plan of Merger by and among issuer, Parent and Gruden Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of May 6, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock awards) was cancelled and converted into the right to receive $16.00 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 16, 2015. This amount includes (i) 65,554 shares of common stock held by the Richard B. Marchese Revocable Trust dated June 15, 2006 and (ii) 7,383 shares of common stock relating to unvested restricted stock that vested automatically upon the Merger. /s/ John T. Wilson 2015-08-19