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