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 14, 2003
SCS TRANSPORTATION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-49983 48-1229851
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4435 Main Street, Suite 930, Kansas City, Missouri 64111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 960-3664
No Changes.
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(Former name or former address, if changed since last report.)
Item 5. Other Events
SCS Transportation, Inc. (NASDAQ: SCST) entered into an amendment to its Agented
Revolving Credit Agreement (the Credit Agreement) with Bank of Oklahoma, N.A.,
as agent.
Major provisions of the amendment:
- Increases the size of the unsecured Credit Agreement from $50 million
to $75 million which will enable SCST to increase its capacity for
letters of credit in support of self-insured retentions for casualty
and workers' compensation claims without diminishing its borrowing
availability. The Company plans to replace approximately $15 million
of insurance-related collateral that has previously been provided by
the Company's former parent corporation. The Company anticipates the
future cost of letters of credit will be less under the amended Credit
Agreement than it would have been under the cost reimbursement
arrangement with its former parent corporation. The interest rate
under the Credit Agreement is based on LIBOR or prime at the Company's
option, plus an applicable spread, in certain circumstances;
- The amended Credit Agreement remains unsecured with the availability
limited to SCST's Qualified Receivables (as defined in the Credit
Agreement) and at November 14, 2003 the entire $75 million was
available based on SCST's Qualified Receivables at October 31, 2003;
- Adjusts the performance-based interest rate schedule such that the
Company expects to achieve more favorable borrowing costs sooner than
under the original agreement and it provides the opportunity for lower
borrowing costs than were available under the original Credit
Agreement;
- Extends the maturity of the Credit Agreement by one year from
September 2005 to September 2006; and
- Required financial covenants remain unchanged from the original Credit
Agreement.
Words such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"predict," "believe" and similar words or expressions are intended to identify
forward-looking statements. We use such forward-looking statements in this
release. All forward-looking statements reflect the present expectation of
future events of our management and are subject to a number of important
factors, risks, uncertainties and assumptions that could cause actual results to
differ materially from those described in the forward-looking statements. These
factors and risks include, but are not limited to, general economic conditions;
labor relations; cost and availability of qualified drivers; governmental
regulations, including but not limited to Hours of Service, engine emissions and
Homeland Security; cost and availability of fuel; inclement weather; competitive
initiatives and pricing pressures; self-insurance claims and other expense
volatility; and other financial, operational and legal risks and uncertainties
detailed from time to time in other filings with the Securities and Exchange
Commission.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed herewith:
Exhibit No. Description
10.1 Amendment One to Agented Revolving Credit Agreement
dated as of November 14, 2003, among SCS
Transportation, Inc. and Bank of Oklahoma, N.A., U.S.
Bank National Association, Bank One, NA, and Harris
Trust and Savings Bank, and Bank of Oklahoma, N.A.,
as agent for the Banks.
SIGNATURE
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.
SCS TRANSPORTATION, INC.
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(Registrant)
Date: November 17, 2003 By: /s/ James J. Bellinghausen
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James J. Bellinghausen
Vice President of Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Amendment One to Agented Revolving Credit Agreement
dated as of November 14, 2003, among SCS
Transportation, Inc. and Bank of Oklahoma, N.A., U.S.
Bank National Association, Bank One, NA, and Harris
Trust and Savings Bank, and Bank of Oklahoma, N.A.,
as agent for the Banks.