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| CIK | 922863 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to The 2023 ETF Series Trust II - GMO U.S. Quality ETF
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 16, 2016 |
QLTY / Quality Distribution Inc / Moab Capital Partners LLC - SC 13G/A Passive Investment SC 13G/A 1 v431342sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* QUALITY DISTRIBUTION INC. (Name of Issuer) Common Stock (Title of Class Securities) 74756M102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| August 28, 2015 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-24180 QUALITY DISTRIBUTION, INC. (Exact name of registrant as s |
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| August 21, 2015 |
S-8 POS 1 d29741ds8pos.htm FORM S-8 Registration No. 333-182552 Registration No. 333-133408 Registration No. 333-31483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182552 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 33 |
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| August 21, 2015 |
Termination of a Material Definitive Agreement Form 8-K UNITED STATES 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) August 21, 2015 (August 18, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction o |
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| August 21, 2015 |
QLTY POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 POS462C 1 d21273dpos462c.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 21, 2015 Registration No. 333-175094 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post-Effective Amendment No.1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Quality Distribution, Inc. (Exact name of registrant as speci |
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| August 21, 2015 |
RW Quality Distribution, Inc. 4041 Park Oaks Boulevard, Suite 200 Tampa, Florida 33610 August 21, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Quality Distribution, Inc. Registration Statement on Form S-3 (File No. 333-135676) Filed July 10, 2006 Application for Withdrawal Ladies and Gentlemen: Pursuant to Rule 477 p |
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| August 21, 2015 |
QLTY POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 Post Effective Amendment No 1 to Form S-3 As filed with the Securities and Exchange Commission on August 21, 2015 Registration No. |
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| August 21, 2015 |
Form S-8 Registration No. 333-182552 Registration No. 333-133408 Registration No. 333-31483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182552 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-133408 Post-Effective Ame |
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| August 21, 2015 |
S-8 POS 1 d29741ds8pos.htm FORM S-8 Registration No. 333-182552 Registration No. 333-133408 Registration No. 333-31483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182552 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 33 |
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| August 18, 2015 |
8-K UNITED STATES 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) August 18, 2015 (August 18, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Inc |
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| August 18, 2015 |
Exhibit 3.2 BY-LAWS OF QUALITY DISTRIBUTION, INC. TABLE OF CONTENTS ARTICLE I Offices SECTION A. PRINCIPAL OFFICE 1 SECTION B. OTHER OFFICES 1 ARTICLE II Shareholders SECTION A. PLACE OF MEETINGS 1 SECTION B. ANNUAL MEETING 1 SECTION C. SPECIAL MEETINGS 1 SECTION D. NOTICE 2 SECTION E. ADJOURNMENTS 2 SECTION F. QUORUM 2 SECTION G. VOTING 2 SECTION H. PROXIES 3 SECTION I. CONSENT OF SHAREHOLDERS IN |
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| August 18, 2015 |
Form 8-K UNITED STATES 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) August 18, 2015 (August 18, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction o |
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| August 18, 2015 |
QUALITY DISTRIBUTION, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION EX-3.1 2 d86522dex31.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 QUALITY DISTRIBUTION, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION Pursuant to Sections 607.0602, 607.1003, 607.1006, and 607.1007 of the Florida Business Corporation Act (the “FBCA”), Quality Distribution, Inc., a Florida corporation (the “Corporation”), hereby certifies that: FIRST: The Corporation is n |
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| August 17, 2015 |
Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES 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) August 17, 2015 (August 17, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction o |
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| August 10, 2015 |
QLTY DEFINITIVE ADDITIONAL MATERIAL Definitive Additional Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 7, 2015 |
EX-10.3 4 d935411dex103.htm SUPPLEMENT NO 4 TO THE GUARANTEE AND COLLATERAL AGREEMENT Exhibit 10.3 Execution Version SUPPLEMENT NO. 4 dated as of May 1, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of August 19, 2011 (the “Guarantee and Collateral Agreement”), among QUALITY DISTRIBUTION, INC., a Delaware corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delawar |
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| August 7, 2015 |
Fourth Supplemental Indenture Exhibit 4.1 Execution Version FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2015 among ESTHER STREET PROPERTIES, INC. (the “New Guarantor”), a Florida corporation, QUALITY DISTRIBUTION, LLC (or its successor), a Delaware limited liability company, and QD CAPITAL CORPORATION (or its successor), a Delaware |
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| August 7, 2015 |
Exhibit 4.2 Execution Version SUPPLEMENT NO, 4 dated as of May 1 2015 (this “Supplement”), to the Collateral Agreement dated as of November 3, 2010 (the “Collateral Agreement”), among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (“QD LLC”), QD CAPITAL CORPORATION, a Delaware Corporation (together with QD LLC, the “Issuers”), QUALITY DISTRIBUTION, INC. (“Holdings”), each Subsidia |
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| August 7, 2015 |
QLTY FORM 10-Q (Quarterly Report) Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2015 |
Form 8-K UNITED STATES 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) August 6, 2015 (August 4, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of |
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| August 6, 2015 |
Form 8-K UNITED STATES 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) August 6, 2015 (August 4, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of |
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| August 5, 2015 |
8-K 1 d35341d8k.htm FORM 8-K UNITED STATES 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) August 5, 2015 (August 5, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Ot |
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| August 5, 2015 |
Form 8-K UNITED STATES 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) August 5, 2015 (August 5, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of |
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| July 27, 2015 |
Form 8-K UNITED STATES 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) July 27, 2015 (July 27, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of In |
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| July 16, 2015 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 8, 2015 |
SEC Response Letter Direct Line: 212.859.8964 Fax: 212.859.4000 [email protected] July 8, 2015 Via EDGAR and Courier U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attn: Anne Nguyen Parker, Assistant Director Re: Quality Distribution, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 8, 2015 File No. 000-24 |
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| July 8, 2015 |
QLTY PROXY STATEMENT AMENDMENT NO 1 Proxy Statement Amendment No 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 23, 2015 |
AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. June 19, 2015 EX-3.1 2 d946459dex31.htm AMENDMENT TO AMENDED AND RESTATED BY-LAWS Exhibit 3.1 AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. June 19, 2015 The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to Amended & Restated B |
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| June 23, 2015 |
Form 8-K UNITED STATES 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) June 23, 2015 (June 19, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of In |
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| June 18, 2015 |
Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2015 |
Preliminary Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2015 |
Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2015 |
Quality Distribution, Inc. Announces Postponement of 2015 Annual Meeting Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Postponement of 2015 Annual Meeting TAMPA, FL, May 13, 2015 ? Quality Distribution, Inc. (Nasdaq: QLTY) (?Quality? or the ?Company?), a North American logistics and transportation provider with market leading businesses, today announced that its Board of Directors has determined to postpone the 2015 Annual Meeting of Shareholders, ori |
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| May 14, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d926155d8k.htm FORM 8-K UNITED STATES 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) May 13, 2015 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction o |
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| May 7, 2015 |
Press Release Exhibit 99.1 QUALITY DISTRIBUTION, INC. REPORTS FIRST QUARTER 2015 RESULTS Quality Reports Q1 Diluted EPS of $0.09 and Adjusted Diluted EPS of $0.18 Quality Generates Q1 2015 Free Cash Flow of $24.7 million Quality Agrees to be Acquired by Funds Advised by Apax Partners for $16.00 per Share in All Cash TAMPA, FL May 6, 2015 Quality Distribution, Inc. (NASDAQ: QLTY) (Quality or |
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| May 7, 2015 |
Agreement and Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among QUALITY DISTRIBUTION, INC., GRUDEN ACQUISITION, INC. and GRUDEN MERGER SUB, INC. Dated as of May 6, 2015 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 Article II Articles of Incorporation and Bylaws of the Surviving Corporat |
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| May 7, 2015 |
EX-99.1 2 d924823dex991.htm TALKING POINTS FOR INDEPENDENT AFFILIATES CALL Exhibit 99.1 May 6, 2015 FINAL Talking Points – Affiliates Call Note: These talking points should be modified for use with QC or QCER affiliates, as well as whether they’re delivered during a group call or, subsequent to the group call, in individual conversations with affiliates. • Good morning, everyone, and thank you for |
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| May 7, 2015 |
EX-99.3 4 d924823dex993.htm MASTER Q&A, DATED MAY 6, 2015 Exhibit 99.3 May 6, 2015 FINAL Master Q&A Note: The Q&A is intended to guide verbal communications Quality Distribution has with its constituents about the agreed transaction. It is not to be delivered in writing. General / Financial 1. What was announced today? Quality Distribution has entered into a definitive agreement to be acquired by |
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| May 7, 2015 |
EX-99.2 3 d924823dex992.htm TALKING POINTS FOR EMPLOYEES TOWN HALL AND PRE-RECORDED CALL Exhibit 99.2 May 6, 2015 FINAL Talking Points – Employee Town Hall / Pre-Recorded Call for Employee Drivers • Hi everyone. Thanks for taking the time to gather today – I know you all have very busy schedules. [note – this line would not apply to the pre-recorded call for employee drivers] • As you likely saw, |
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| May 7, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES 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) May 7, 2015 (May 6, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 7, 2015 |
EX-99.4 5 d924823dex994.htm KEY MESSAGES, DATED MAY 6, 2015 Exhibit 99.4 May 6, 2015 FINAL Key Messages Quality Distribution believes this transaction provides its shareholders with an attractive premium that delivers immediate compelling value for their shares. • The purchase price of $16.00 per share represents a premium of approximately XX% to Quality Distribution’s closing share price on May 6 |
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| May 7, 2015 |
Form 8-K UNITED STATES 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) May 7, 2015 (May 6, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 7, 2015 |
Talking points for employees town hall and pre-recorded call Exhibit 99.2 May 6, 2015 FINAL Talking Points ? Employee Town Hall / Pre-Recorded Call for Employee Drivers ? Hi everyone. Thanks for taking the time to gather today ? I know you all have very busy schedules. [note ? this line would not apply to the pre-recorded call for employee drivers] ? As you likely saw, this afternoon we announced |
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| May 7, 2015 |
Form 8-K UNITED STATES 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) May 7, 2015 (May 6, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 7, 2015 |
Master Q&A, dated May 6, 2015 Exhibit 99.3 May 6, 2015 FINAL Master Q&A Note: The Q&A is intended to guide verbal communications Quality Distribution has with its constituents about the agreed transaction. It is not to be delivered in writing. General / Financial 1. What was announced today? Quality Distribution has entered into a definitive agreement to be acquired by funds advised by Apax Partne |
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| May 7, 2015 |
Press Release Exhibit 99.1 Quality Distribution Agrees to be Acquired by Funds Advised by Apax Partners for $16.00 per Share in All Cash Transaction Delivers Significant Value to Quality Distribution Shareholders and Provides Quality Distribution with Financial Flexibility for Continued Growth TAMPA, FL and NEW YORK, NY, May 6, 2015 ? Quality Distribution, Inc. (Nasdaq: QLTY) (?Quality Distributio |
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| May 7, 2015 |
Form 8-K UNITED STATES 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) May 7, 2015 (May 6, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 7, 2015 |
Agreement and Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among QUALITY DISTRIBUTION, INC., GRUDEN ACQUISITION, INC. and GRUDEN MERGER SUB, INC. Dated as of May 6, 2015 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 Article II Articles of Incorporation and Bylaws of the Surviving Corporat |
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| May 7, 2015 |
EX-99.1 3 d924853dex991.htm PRESS RELEASE Exhibit 99.1 Quality Distribution Agrees to be Acquired by Funds Advised by Apax Partners for $16.00 per Share in All Cash Transaction Delivers Significant Value to Quality Distribution Shareholders and Provides Quality Distribution with Financial Flexibility for Continued Growth TAMPA, FL and NEW YORK, NY, May 6, 2015 – Quality Distribution, Inc. (Nasdaq: |
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| May 7, 2015 |
Key messages, dated May 6, 2015 Exhibit 99.4 May 6, 2015 FINAL Key Messages Quality Distribution believes this transaction provides its shareholders with an attractive premium that delivers immediate compelling value for their shares. ? The purchase price of $16.00 per share represents a premium of approximately XX% to Quality Distribution?s closing share price on May 6, 2015. ? The transaction is |
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| May 7, 2015 |
EX-99.1 2 d924823dex991.htm TALKING POINTS FOR INDEPENDENT AFFILIATES CALL Exhibit 99.1 May 6, 2015 FINAL Talking Points – Affiliates Call Note: These talking points should be modified for use with QC or QCER affiliates, as well as whether they’re delivered during a group call or, subsequent to the group call, in individual conversations with affiliates. • Good morning, everyone, and thank you for |
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| May 7, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d922298d8k.htm FORM 8-K UNITED STATES 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) May 7, 2015 (May 6, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other J |
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| April 24, 2015 |
QLTY DEFINITIVE PROXY STATEMENT Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 25, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d881591d8k.htm FORM 8-K UNITED STATES 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) February 25, 2015 (February 25, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (Stat |
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| February 25, 2015 |
Press Release Exhibit 99.1 QUALITY DISTRIBUTION, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2014 RESULTS Quality Reports Q4 Diluted EPS of $0.09 and Adjusted Diluted EPS of $0.18 Fiscal Year 2014 Revenue Increased 6.7% to $991.8 million Quality Generates Fiscal Year 2014 Free Cash Flow of $54.7 million TAMPA, FL – February 25, 2015 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality” or the “Co |
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| February 18, 2015 |
Modification to Terms of Employment for Joseph J. Troy February 16, 2015 EX-10.1 2 d876660dex101.htm MODIFICATION TO TERMS OF EMPLOYMENT FOR JOSEPH J. TROY Exhibit 10.1 Modification to Terms of Employment for Joseph J. Troy February 16, 2015 Dear Joe: The following will modify your Employment Agreement dated July 16, 2010, as amended (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company) effective as of the date set forth above (the “Effective Date |
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| February 18, 2015 |
8-K 1 d876660d8k.htm FORM 8-K UNITED STATES 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) February 18, 2015 (February 16, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (Stat |
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| February 17, 2015 |
QLTY / Quality Distribution Inc / SKYLINE ASSET MANAGEMENT LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quality Distribution, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74756M102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 9, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) February 9, 2015 (February 9, 2015) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction |
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| February 9, 2015 |
EX-99.1 2 d869042dex991.htm PRESS RELEASE Exhibit 99.1 Quality Distribution, Inc. Announces Preliminary Fourth Quarter 2014 Results Company Provides First Quarter and Full Year Outlook for 2015 Tampa, FL – February 9, 2015– Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”), or the “Company”), a North American logistics and transportation provider with market leading businesses, today announced |
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| February 2, 2015 |
QLTY / Quality Distribution Inc / Moab Capital Partners LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* QUALITY DISTRIBUTION INC. (Name of Issuer) Common Stock (Title of Class Securities) 74756M102 (CUSIP Number) January 22, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| December 23, 2014 |
AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. December 23, 2014 EX-3.1 2 d841130dex31.htm AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. Exhibit 3.1 AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. December 23, 2014 The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the |
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| December 23, 2014 |
8-K 1 d841130d8k.htm FORM 8-K UNITED STATES 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): December 23, 2014 (December 23, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (Sta |
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| December 16, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES 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): December 16, 2014 Quality Distribution, Inc. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation |
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| December 16, 2014 |
Press Release of Quality Distribution, Inc Exhibit 99.1 Quality Distribution, Inc. Issues Redemption Notice for $10.0 Million of Second-Priority Senior Notes Tampa, FL – December 16, 2014 - Quality Distribution, Inc. (NASDAQ: QLTY) announced today that its wholly-owned subsidiaries, Quality Distribution, LLC (“QD LLC”) and QD Capital Corporation (“QD Capital” and, together with QD LLC, the “Issuer |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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 5, 2014 (November 5, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction |
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| November 6, 2014 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Third Quarter 2014 Results — Company Reports Record Q3 Revenue of $258.5 Million, Up 9.7% versus Last Year — — Quality Reports Q3 Net Income of $0.13 per Diluted Share — — Quality Generates Q3 Adjusted Net Income of $0.23 per Diluted Share — — Company Amends and Extends Maturity of ABL Facility and Term Loan — TAMPA, FL – November 5, |
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| November 5, 2014 |
SUBSIDIARY LOAN PARTY ACKNOWLEDGEMENT EX-10.2 3 d817814dex102.htm SUBSIDIARY LOAN PARTY ACKNOWLEDGEMENT EXHIBIT 10.2 SUBSIDIARY LOAN PARTY ACKNOWLEDGEMENT This SUBSIDIARY LOAN PARTY ACKNOWLEDGEMENT (this “Acknowledgement”), dated as of November 3, 2014, is made by and among each of the subsidiaries of Quality Distribution LLC, a Delaware limited liability company (the “Borrower”) listed on the signature pages hereto (collectively, the |
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| November 5, 2014 |
Form 8-K UNITED STATES 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 3, 2014 Quality Distribution, Inc. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation) |
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| November 5, 2014 |
Amended and Restated Credit Agreement EXHIBIT 10.1 $367,500,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2014 among QUALITY DISTRIBUTION, INC., as Holdings, QUALITY DISTRIBUTION, LLC, as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A. and SUNTRUST BANK, as Co-Syndication Agents, REGIONS BANK, as |
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| August 5, 2014 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Second Quarter 2014 Results — Company Reports Record Q2 Revenue of $255.6 Million, Up 6.8% Versus Last Year — — Quality Reports Q2 Net Income of $0.41 per Diluted Share — — Quality Generates Q2 Adjusted Net Income of $0.22 per Diluted Share — — Redeemed $41.7 Million of High Cost Senior and Subordinated Notes Since March 2014 — TAMPA, |
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| August 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) August 5, 2014 (August 5, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of |
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| June 16, 2014 |
Exhibit 99.1 Quality Distribution, Inc. Announces Intention to Redeem $22.5 Million of Second-Priority Senior Notes TAMPA, Fla., June 16, 2014 (GLOBE NEWSWIRE) — Quality Distribution, Inc. (Nasdaq: QLTY) announced today that its wholly owned subsidiaries, Quality Distribution, LLC (“QD LLC”) and QD Capital Corporation (“QD Capital” and, together with QD LLC, the “Issuers”), have issued notice that |
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| June 16, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES 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) June 16, 2014 (June 16, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of In |
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| May 30, 2014 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES 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): May 30, 2014 (May 29, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Inc |
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| May 5, 2014 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces First Quarter 2014 Results — Q1 Revenue of $234.5 Million Up 2.2% Organically Over Prior-Year Quarter — — Quality Reports Q1 Net Income of $0.11 per Diluted Share — — Quality Generates Q1 Adjusted Net Income of $0.14 per Diluted Share — TAMPA, FL – May 5, 2014 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality” or the “Company”), a |
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| May 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) May 5, 2014 (May 5, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| April 28, 2014 |
Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 2, 2014 |
Modification to Terms of Employment for Joseph J. Troy March 27, 2014 Modification to Terms of Employment for Joseph J. Troy Exhibit 10.2 Modification to Terms of Employment for Joseph J. Troy March 27, 2014 Dear Joe: The following will modify your Employment Agreement dated July 16, 2010, as amended pursuant to a letter agreement dated December 30, 2012 (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company) effective as of March 3, 2014 (the “E |
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| April 2, 2014 |
Modification to Terms of Employment for John T. Wilson March 27, 2014 Modification to Terms of Employment for John T. Wilson Exhibit 10.4 Modification to Terms of Employment for John T. Wilson March 27, 2014 Dear John: The following will modify your Employment Agreement dated June 25, 2012, as amended pursuant to a letter agreement dated December 30, 2012 (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company) effective as of March 3, 2014 (the “ |
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| April 2, 2014 |
Modification to Terms of Employment for Randall T. Strutz March 27, 2014 Modification to Terms of Employment for Randall T. Strutz Exhibit 10.3 Modification to Terms of Employment for Randall T. Strutz March 27, 2014 Dear Randy: The following will modify your Employment Agreement dated March 12, 2010, as amended pursuant to a letter agreement dated December 30, 2012 (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company) effective as of March 3, 201 |
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| April 2, 2014 |
Modification to Terms of Employment for Gary R. Enzor March 27, 2014 EX-10.1 2 d704269dex101.htm MODIFICATION TO TERMS OF EMPLOYMENT FOR GARY R. ENZOR Exhibit 10.1 Modification to Terms of Employment for Gary R. Enzor March 27, 2014 Dear Gary: The following will modify your Employment Agreement dated November 3, 2004, as amended pursuant to letter agreements dated June 14, 2007 and December 30, 2012 (the “Employment Agreement”) with Quality Distribution, Inc. (the |
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| April 2, 2014 |
8-K 1 d704269d8k.htm 8-K UNITED STATES 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) April 2, 2014 (March 27, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other J |
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| April 2, 2014 |
QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT Form of Quality Distribution, Inc. 2012 Equity Incentive Plan Performance EXHIBIT 10.5 QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT The Participant specified below is hereby granted a performance share award (the “Award”) by QUALITY DISTRIBUTION, INC., a Florida corporation (the “Company”), under the QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN ( |
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| March 11, 2014 |
Form 10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ? TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-24180 Quality Distribution, Inc. |
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| February 25, 2014 |
Exhibit 99.1 Quality Distribution, Inc. Announces Fourth Quarter and Full Year 2013 Results — Q4 Revenue of $225 Million Up 4.7% Organically Over Prior Year Quarter — — Full Year Revenue of $930 Million Up 10.4% Over Prior Year — — Quality Reports Q4 Net Loss of $0.85 per Diluted Share on Non-Cash Impairment Charges — — Quality Generates Q4 Adjusted Net Income of $0.13 per Diluted Share — — Qualit |
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| February 25, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) February 25, 2014 (February 25, 2014) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdicti |
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| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quality Distribution, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74756M102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Quality Distribution, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74756M102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES 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 5, 2013 (November 5, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction |
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| November 6, 2013 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Third Quarter 2013 Results — Company Reports Net Income of $0.10 per Diluted Share — — Quality Generates Adjusted Net Income of $0.20 per Diluted Share — — Organic Growth Drives Third Quarter Consolidated Revenue Up 6.1% vs Prior Year — — Quality Reduces $17.6 million of Debt in Q3 Using Significant Free Cash Flow — TAMPA, FL – Novemb |
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| August 16, 2013 |
QLTY / Quality Distribution Inc / APOLLO ADVISORS II LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 4*) Quality Distribution, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 74756M 10 2 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius L |
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| August 15, 2013 |
AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. August 14, 2013 Amendment to Amended and Restated By-Laws Exhibit 3.1 AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. August 14, 2013 The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to the Amended & Restated By-Laws (the “By-Laws |
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| August 15, 2013 |
Press Release of Quality Distribution, Inc. dated August 15, 2013 Exhibit 99.1 Gary R. Enzor Named Chairman of Quality Distribution, Inc. and Alan H. Schumacher Named Lead Independent Director TAMPA, Fla., Aug. 15, 2013 — Quality Distribution, Inc. (Nasdaq: QLTY) (“Quality”) announced today that its Board of Directors has elected Chief Executive Officer Gary R. Enzor as its new chairman of the Boa |
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| August 15, 2013 |
UNITED STATES 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): August 15, 2013 (August 14, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| August 13, 2013 |
QLTY / Quality Distribution Inc / APOLLO ADVISORS II LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 3*) Quality Distribution, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 74756M 10 2 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius L |
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| August 9, 2013 |
4,269,741 Shares Quality Distribution, Inc. Common Stock Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. |
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| August 9, 2013 |
UNITED STATES 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) August 9, 2013 (August 6, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorpora |
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| August 9, 2013 |
Form 8-K UNITED STATES 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): August 8, 2013 Quality Distribution, Inc. (Exact name of Co-Registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation |
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| August 9, 2013 |
Quality Distribution, Inc. Announces Pricing of Public Secondary Offering of Common Stock Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Pricing of Public Secondary Offering of Common Stock Tampa, FL – August 8, 2013 Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”) announced today that the previously announced underwritten secondary offering of 4,269,741 shares of its common stock by certain stockholders of Quality (the “Selling Stockholders”), including funds aff |
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| August 9, 2013 |
4,269,741 Shares QUALITY DISTRIBUTION, INC. Common Stock UNDERWRITING AGREEMENT EX-1.1 2 d582473dex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 4,269,741 Shares QUALITY DISTRIBUTION, INC. Common Stock UNDERWRITING AGREEMENT August 8, 2013 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 Goldman, Sachs & Co. 200 West Street New York, New York 10282 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 As Representatives |
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| August 6, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES 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): August 6, 2013 Quality Distribution, Inc. (Exact name of Co-Registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation |
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| August 6, 2013 |
Quality Distribution, Inc. Announces Launch of Public Secondary Offering of Common Stock Text of press release, dated August 6, 2013 Exhibit 99.1 Quality Distribution, Inc. Announces Launch of Public Secondary Offering of Common Stock Tampa, FL – August 6, 2013 Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”) announced today the launch of a public secondary offering of its common stock. Certain stockholders of Quality (the “Selling Stockholders”), including funds affiliated with |
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| August 6, 2013 |
Subject to Completion. Dated August 6, 2013 Preliminary Prospectus Supplement Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. |
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| July 31, 2013 |
Press Release of Quality Distribution, Inc. Exhibit 99.1 Quality Distribution, Inc. Announces Second Quarter 2013 Results — Quality Generates Second Quarter Revenues of $239.3 Million — — Company Reports Net Loss of ($1.18) per Diluted Share — Net Loss Includes $55.7 Million Non-Cash Goodwill Impairment Charges — — Q2 2013 Adjusted Net Income of $0.20 per Diluted Share — — Adjusted EBITDA at Energ |
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| July 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) July 31, 2013 (July 31, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of In |
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| June 18, 2013 |
SECOND AMENDMENT TO CREDIT AGREEMENT Second Amendment to Credit Agreement Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 14, 2013 (this “Amendment”), is by and among the Lenders party hereto, Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”), the certain other financial instit |
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| June 18, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES 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): June 18, 2013 (June 14, 2013) Quality Distribution, Inc. (Exact name of Registrant as specified in its charter) Florida 000-24180 59-3239073 (State of Incorporation) (Commission File |
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| June 18, 2013 |
EX-99.1 3 d555798dex991.htm PRESS RELEASE OF QUALITY DISTRIBUTION, INC. Exhibit 99.1 Quality Distribution, Inc. Announces Intention to Redeem $22.5 Million of Second-Priority Senior Notes - Company Enters Into New $17.5 million Term Loan Facility – Tampa, FL – June 17, 2013 - Quality Distribution, Inc. (NASDAQ: QLTY) announced today that its wholly owned subsidiaries, Quality Distribution, LLC (“Q |
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| May 30, 2013 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES 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): May 30, 2013 (May 30, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Inc |
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| May 2, 2013 |
EX-99.1 Exhibit 99.1 Quality Distribution, Inc. Announces First Quarter 2013 Results — Quality Generates First Quarter Revenues of $229.4 Million — — Company Earns Net Income of $0.34 per Diluted Share — — Q1 2013 Adjusted Net Income of $0.14 per Diluted Share — — First Quarter Adjusted EBITDA Up 13.1% vs. Prior-Year Period — — Quality Announces Affiliation Plan for Marcellus and Utica Shale Opera |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES 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) May 1, 2013 (May 1, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| April 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| April 5, 2013 |
UNITED STATES 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): April 4, 2013 (April 4, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorporat |
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| February 20, 2013 |
EX-99.1 Exhibit 99.1 Quality Distribution, Inc. Announces Fourth Quarter and Full Year 2012 Results — Quality Reports Fourth Quarter Revenue of $215.4 Million — — Company Earns Fourth Quarter 2012 Net Income of $0.21 per Diluted Share — — Q4 2012 Adjusted Net Income of $0.11 per Diluted Share — — Fourth Quarter Adjusted EBITDA Up 13.4% vs. Prior-Year Period — TAMPA, FL – February 20, 2013 – Qualit |
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| February 20, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) February 20, 2013 (February 20, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdicti |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quality Distribution, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74756M102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 12, 2013 |
Quality Distribution, Inc. Announces Preliminary Fourth Quarter 2012 Results EX-99.1 Exhibit 99.1 Quality Distribution, Inc. Announces Preliminary Fourth Quarter 2012 Results Tampa, FL – February 12, 2013– Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”), a North American logistics and transportation provider with market leading businesses, today announced the following estimated preliminary fourth quarter 2012 results: • For the three-month period ended December 31, |
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| February 12, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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) February 12, 2013 (February 12, 2013) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Inc |
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| December 21, 2012 |
Form 8-K UNITED STATES 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): December 21, 2012 (December 19, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdict |
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| December 21, 2012 |
AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. December 19, 2012 Amended and Restated By-Laws Exhibit 3.1 AMENDMENT TO AMENDED & RESTATED BY-LAWS OF QUALITY DISTRIBUTION, INC. December 19, 2012 The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to the Amended & Restated By-Laws (the “By-Laws”) of the C |
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| December 21, 2012 |
Quality Distribution, Inc. Announces Appointment of Annette M. Sandberg to its Board of Directors Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Appointment of Annette M. Sandberg to its Board of Directors TAMPA, FL – December 21, 2012 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality” or the “Company”), a North American logistics and transportation provider with market leading businesses, today announced that its Board of Directors has appointed Annette M. Sandberg as a d |
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| November 20, 2012 |
Quality Distribution, Inc. Announces Share Repurchase Authorization for Up To $15 Million Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Share Repurchase Authorization for Up To $15 Million TAMPA, FL – November 20, 2012 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality” or the “Company”), a North American logistics and transportation provider with market leading businesses, today announced that the Company’s Board of Directors has authorized the repurchase of up to |
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| November 20, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES 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 20, 2012 (November 20, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdicti |
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| November 7, 2012 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Third Quarter 2012 Results — Quality Reports Third Quarter Revenue of $222.1 million — — Company Earns Third Quarter 2012 Net Income of $0.32 per Diluted Share — — Q3 2012 Adjusted Net Income of $0.17 per Diluted Share — — Third Quarter Adjusted EBITDA Up 14.5% vs. Prior-Year Period — TAMPA, FL – November 6, 2012 – Quality Distributio |
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| November 7, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES 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 6, 2012 (November 6, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction |
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| October 1, 2012 |
EX-10.1 2 d418675dex101.htm AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 EXECUTION VERSION AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT, dated as of September 27, 2012 (this “Amendment”), is by and among the Lenders party hereto, Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”), Quality Distribution, |
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| October 1, 2012 |
Form 8-K UNITED STATES 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) October 1, 2012 (September 27, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdictio |
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| August 7, 2012 |
Form 8-K UNITED STATES 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) August 6, 2012 (August 6, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of |
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| August 7, 2012 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Second Quarter 2012 Results — Quality Reports Second Quarter Revenue of $212.7 million — — Company Earns Second Quarter 2012 Net Income of $1.04 per Diluted Share — — Q2 2012 Adjusted Net Income of $0.24 per Diluted Share — — Acquisition of Dunn’s Tank Service and Nassau Disposal Announced Today — TAMPA, FL – August 6, 2012 – Quality |
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| August 7, 2012 |
Exhibit 99.2 Quality Distribution, Inc. Announces the Acquisition of Dunn’s Tank Service & Nassau Disposal — Dunn’s and Nassau Provide Transportation and Well Disposal Services to the Unconventional Oil and Gas Industry in Oklahoma and Ohio — — Acquisition to Provide Quality with a Presence in the Woodford and Utica Shales — TAMPA, Fla. – August 6, 2012 – Quality Distribution, Inc. (“Quality” or t |
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| August 2, 2012 |
Report of Independent Certified Public Accountants AUDITED STATEMENT OF FINANCIAL POSITION OF RM RESOURCES Exhibit 99.2 RM Resources, LLC Financial Statements December 31, 2011 RM Resources, LLC Index December 31, 2011 Page(s) Report of Independent Certified Public Accountants 1 Financial Statements Statement of Financial Position 2 Statement of Operations 3 Statement of Changes in Members’ Equity 4 Statement of Cash Flows 5 Notes to the Financial |
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| August 2, 2012 |
Report of Independent Certified Public Accountants AUDITED STATEMENT OF FINANCIAL POSITION OF WYLIE BICE TRUCKING Exhibit 99.1 Wylie Bice Trucking, LLC Financial Statements December 31, 2011 Wylie Bice Trucking, LLC Index December 31, 2011 Page(s) Report of Independent Certified Public Accountants 1 Financial Statements Statement of Financial Position 2 Statement of Operations 3 Statement of Changes in Member’s Equity 4 Statement of Cash Flows 5 N |
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| August 2, 2012 |
Financial Statements and Exhibits - FORM 8-K AMENDMENT NO. 1 Form 8-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 11, 2012 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other |
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| August 2, 2012 |
The accompanying notes are an integral part of these financial statements. UNAUDITED INTERIM FINANCIAL STATEMENTS FOR RM RESOURCES Exhibit 99.4 RM Resources, LLC Unaudited Financial Statements March 31, 2012 RM Resources, LLC Index March 31, 2012 Page(s) Financial Statements (Unaudited) Statements of Financial Position 2 Statements of Operations 3 Statements of Cash Flows 4 Notes to Financial Statements 5–7 RM Resources, LLC Statements of Financial Position March 31, 201 |
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| August 2, 2012 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 7, 2012 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorporat |
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| August 2, 2012 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited pro forma combined financial information for the periods indicated below show the effect of the acquisition of the operating assets of Wylie Bice Trucking, LLC (“Bice”) by Quality Carriers, Inc. (a wholly-owned subsidiary of Quality Distribution, Inc. (“Quality”)), and t |
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| August 2, 2012 |
The accompanying notes are an integral part of these financial statements. UNAUDITED INTERIM FINANCIAL STATEMENTS FOR WYLIE BICE TRUCKING Exhibit 99.3 Wylie Bice Trucking, LLC Unaudited Financial Statements March 31, 2012 Wylie Bice Trucking, LLC Index March 31, 2012 Page(s) Financial Statements (unaudited) Statements of Financial Position 2 Statements of Operations 3 Statements of Cash Flows 4 Notes to Financial Statements 5–8 Wylie Bice Trucking, LLC Statements of Fina |
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| July 27, 2012 |
Correspondence July 27, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 12, 2012 |
8-K 1 d379996d8k.htm FORM 8-K UNITED STATES 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): July 12, 2012 (July 9, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Oth |
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| July 5, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on July 5, 2012 Registration No. |
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| June 22, 2012 |
Correspondence June 22, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 15, 2012 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among QC ENVIRONMENTAL SERVICES, INC., RM RESOURCES, LLC and THE EQUITY HOLDERS OF RM RESOURCES, LLC Dated: May 7, 2012 TABLE OF CONTENTS ARTICLE I Definitions and Rules of Construction 1 1.1. Definitions. 1 1.2. Rules of Construction. 13 ARTICLE II Purchase and Sale 14 2.1. Purchase and Sale of Purchased Assets. 14 2.2. Excluded Assets. 16 2.3. Assumed |
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| June 15, 2012 |
UNITED STATES 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) June 11, 2012 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 15, 2012 |
Exhibit 99.1 Quality Distribution, Inc. Completes Acquisition of Wylie Bice Trucking and RM Resources - - Strategic Acquisition in Bakken Shale Expands Energy Business - - TAMPA, Fla. – June 12, 2012 – Quality Distribution, Inc. (“Quality” or “QLTY”) (Nasdaq: QLTY) announced that it has completed its previously announced acquisition of the operating assets and rights of RM Resources, LLC (“RM”). T |
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| June 6, 2012 |
UNITED STATES 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) June 7, 2012 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 6, 2012 |
Exhibit 99.1 Quality Distribution, Inc. Completes Acquisition of Wylie Bice Trucking - - Strategic Acquisition in Bakken Shale Expands Energy Business - - TAMPA, Fla. – June 4, 2012 – Quality Distribution, Inc. (“Quality” or “QLTY”) (Nasdaq: QLTY) announced that it has completed its previously announced acquisition of certain operating assets of Wylie Bice Trucking, LLC (“Bice”). Quality also anti |
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| June 6, 2012 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among QUALITY CARRIERS, INC., WYLIE BICE TRUCKING, LLC and WYLIE C. BICE Dated: May 7, 2012 TABLE OF CONTENTS ARTICLE I Definitions and Rules of Construction 1 1.1. Definitions. 1 1.2. Rules of Construction. 13 ARTICLE II Purchase and Sale 13 2.1. Purchase and Sale of Purchased Assets. 13 2.2. Excluded Assets. 15 2.3. Assumed Liabilities. 16 2.4. Exclude |
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| May 31, 2012 |
QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.3 QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT The Participant specified below is hereby granted a restricted stock award (the “Award”) by QUALITY DISTRIBUTION, INC., a Florida corporation (the “Company”), under the QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the ter |
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| May 31, 2012 |
QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN Article 1 Exhibit 10.1 QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN Article 1 INTRODUCTION Section 1.1 Purpose, Effective Date and Term. The purpose of this QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN is to promote the long-term financial success of QUALITY DISTRIBUTION, INC. and its Subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to s |
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| May 31, 2012 |
QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Equity Incentive Plan Exhibit 10.4 QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by QUALITY DISTRIBUTION, INC., a Florida corporation (the “Company”), under the QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN (the “Plan”). The Award shall be subject to t |
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| May 31, 2012 |
Form 8-K UNITED STATES 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): May 31, 2012 (May 30, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Inc |
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| May 31, 2012 |
QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT Exhibit 10.2 QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT The Participant specified below is hereby granted a nonqualified stock option (the “Option”) by QUALITY DISTRIBUTION, INC., a Florida corporation (the “Company”), under the QUALITY DISTRIBUTION, INC. 2012 EQUITY INCENTIVE PLAN (the “Plan”). The Option shall be subject to the terms of the Pl |
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| May 25, 2012 |
- ADDITIONAL DEFINITIVE PROXY MATERIALS Additional Definitive Proxy Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES 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) May 7, 2012 QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 11, 2012 |
Exhibit 99.1 Quality Distribution, Inc. Announces Definitive Agreements to Acquire Wylie Bice Trucking and RM Resources for $79.3 Million Wylie Bice Trucking is a Leading Provider of Transportation Services to the Unconventional Oil and Gas Industry in North Dakota RM Resources Owns and Operates Disposal Wells in North Dakota Acquisitions to Provide Quality With Significant Presence in the Bakken |
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| May 8, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES 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) May 7, 2012 (May 7, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 8, 2012 |
EX-99.1 2 d348749dex991.htm PRESS RELEASE Exhibit 99.1 Quality Distribution, Inc. Announces Definitive Agreements to Acquire Wylie Bice Trucking and RM Resources for $79.3 Million — Wylie Bice Trucking is a Leading Provider of Transportation Services to the Unconventional Oil and Gas Industry in North Dakota — — RM Resources Owns and Operates Disposal Wells in North Dakota — — Acquisitions To Prov |
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| May 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) May 7, 2012 (May 7, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdiction of Incorp |
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| May 8, 2012 |
Press Release Exhibit 99.1 Quality Distribution, Inc. Announces First Quarter 2012 Results — Company Reports First Quarter 2012 GAAP Net Income of $0.26 per Diluted Share — — Q1 2012 Adjusted Earnings of $0.17 per Diluted Share Up 42% versus Q1 2011 — — Agreement to Acquire North Dakota based Wylie Bice Trucking and RM Resources Announced Today — TAMPA, FL – May 7, 2012 – Quality Distribution, Inc |
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| April 26, 2012 |
Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 8, 2012 |
Quality Distribution, Inc. Announces Pricing of Public Offering of Common Stock Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Pricing of Public Offering of Common Stock Tampa, FL – March 7, 2012 Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”) announced today that its previously announced underwritten public offering of 5,000,000 shares of its common stock, of which Quality is offering for sale 2,500,000 shares and certain affiliates of Apollo Managemen |
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| March 8, 2012 |
5,000,000 Shares Quality Distribution, Inc. Common Stock Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| March 8, 2012 |
5,000,000 Shares QUALITY DISTRIBUTION, INC. Common Stock UNDERWRITING AGREEMENT Underwriting Agreement Exhibit 10.1 5,000,000 Shares QUALITY DISTRIBUTION, INC. Common Stock UNDERWRITING AGREEMENT March 7, 2012 GOLDMAN, SACHS & CO. 200 West Street New York, New York 10282 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 CREDIT SUISSE SECURITIES (USA) LLC Eleven Mad |
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| March 8, 2012 |
Form 8-K UNITED STATES 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): March 7, 2012 Quality Distribution, Inc. (Exact name of Co-Registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation) |
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| March 5, 2012 |
Quality Distribution, Inc. Announces Launch of Public Offering of Common Stock Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Launch of Public Offering of Common Stock Tampa, FL – March 5, 2012 Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”) announced today the launch of a public offering of approximately 5,000,000 shares of its common stock. Quality is offering for sale to the public 2,500,000 shares of its common stock and certain affiliates of Apoll |
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| March 5, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES 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): March 5, 2012 Quality Distribution, Inc. (Exact name of Co-Registrant as specified in its charter) Florida 000-24180 59-3239073 (State or other jurisdiction of incorporation) |
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| March 5, 2012 |
Subject to Completion. Dated March 5, 2012. 424B5 1 d305660d424b5.htm PRELIMINARY PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-175094 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not per |
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| February 29, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES 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) February 28, 2012 (February 28, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdicti |
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| February 29, 2012 |
Press release Exhibit 99.1 Quality Distribution, Inc. Announces Fourth Quarter and Year End 2011 Results — Company Reports Fourth Quarter 2011 GAAP Net Income of $0.22 per Diluted Share — — Q4 2011 Adjusted Earnings of $0.15 per Diluted Share Up Over 100% versus Q4 2010 — — Quality Achieves Record Full Year 2011 Adjusted EBITDA of $74.2 million — — Energy Logistics Revenue of $9.8 Million in Fourt |
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| February 14, 2012 |
EX-99.1 2 d301999dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock (no par value per share) of Quality Distribution, Inc., a Florida |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quality Distribution, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74756M102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 14, 2012 |
Schedule 13G/Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quality Distribution, Inc. (Name of issuer) Common Stock (no par value per share) (Title of class of securities) 74756M102 (CUSIP number) December 31, 2011 (Date of event which requires filing of this statement) Check the a |
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| February 10, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES 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) February 10, 2012 (February 9, 2012) QUALITY DISTRIBUTION, INC. (Exact name of registrant as specified in its charter) Florida 000-24180 59-3239073 (State or Other Jurisdictio |
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| February 10, 2012 |
Quality Distribution, Inc. Announces Preliminary Fourth Quarter 2011 Results Press Release Exhibit 99.1 Quality Distribution, Inc. Announces Preliminary Fourth Quarter 2011 Results Tampa, FL – February 9, 2012 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality”) today announced the following estimated preliminary fourth quarter 2011 results: • For the three-month period ended December 31, 2011, Quality expects its total revenue to be approximately $178.0 million, operat |
