-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QP9Hl5H6765AZI47a7AfS5CvFyoaFIdoEpcuSSprmBxoX34XiVhi7yvU0o33iy4L Z2A+nikvpmyvGrPqufw96g== 0001341004-06-002735.txt : 20061012 0001341004-06-002735.hdr.sgml : 20061012 20061012060108 ACCESSION NUMBER: 0001341004-06-002735 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 GROUP MEMBERS: JERRY AND VICKIE MOYES FAMILY TRUST GROUP MEMBERS: VICKIE MOYES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FREIGHT LINES INC CENTRAL INDEX KEY: 0001085636 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 742914331 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79672 FILM NUMBER: 061140979 BUSINESS ADDRESS: STREET 1: 5601 WEST WACO DRIVE CITY: WACO STATE: TX ZIP: 767022638 BUSINESS PHONE: 2547722120 MAIL ADDRESS: STREET 1: 5601 WEST WACO DRIVE CITY: WACO STATE: TX ZIP: 767022638 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL FREIGHT LINES INC/TX DATE OF NAME CHANGE: 19990503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 CITY: PHOENIX STATE: AZ ZIP: 85038 SC 13D 1 nyc578112.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CENTRAL FREIGHT LINES, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE ------------------------------------------------------------------------------ (Title of Class of Securities) 153491 10 5 - ------------------------------------------------------------------------------- (CUSIP Number) Jerry Moyes 2710 E. Old Tower Road Phoenix, AZ 85034 Telephone: (602) 273-3770 Facsimile: (602) 275-3868 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Stephen F. Arcano Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Telephone: (212) 735-3000 October 6, 2006 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 153491 10 5 Page 2 of 12 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jerry C. Moyes - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) [ ] (a) [X] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF [ ] - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,032,269 (1) SHARES ---------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,276,229 (2) REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 834,069 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,276,229 (2) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,308,498 (1)(2) - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ------------------------------------------------------------------------------- (1) Includes 198,200 shares beneficially owned through the grant of irrevocable proxies pursuant to the Purchase Agreement (as defined herein) and 16,000 shares beneficially owned under options that are currently exercisable or will become exercisable within 60 days after the date hereof. (2) Includes 1,276,229 shares owned by the Family Trust (as defined herein). Jerry and Vickie Moyes are the trustees of the Family Trust and share voting and dispositive power with respect to these shares. SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 153491 10 5 Page 3 of 12 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vickie Moyes - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) [ ] (a) [X] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY --------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 1,276,229 (1) PERSON --------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,276,229 (1) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,276,229 (1) - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ------------------------------------------------------------------------------- (1) Consists of 1,276,229 shares owned by the Family Trust. Jerry and Vickie Moyes are the trustees of the Family Trust and share voting and dispositive power with respect to these shares. SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 153491 10 5 Page 4 of 12 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jerry and Vickie Moyes Family Trust, dated December 11, 1987 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) [ ] (a) [ ] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,276,229 REPORTING PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,276,229 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,276,229 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - ------------------------------------------------------------------------------- Page 5 of 12 pages Item 1. Security and Issuer This statement on Schedule 13D ("Statement") relates to the common stock, par value $0.001 per share ("Common Stock"), of Central Freight Lines, Inc., a Nevada corporation (the "Issuer"). The principal offices are located at 5601 West Waco Drive, Waco, TX 76710. Item 2. Identity and Background (a) This Statement is being filed jointly on behalf of Jerry Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust dated 12/11/87 (the "Family Trust") (Jerry Moyes, together with Vickie Moyes and the Family Trust, the "Reporting Persons"). Jerry and Vickie Moyes are the co-trustees of the Family Trust and share control over its affairs and investment decisions, including the power to vote or dispose of the shares of Common Stock held by the Family Trust. (b) - (c) Jerry Moyes Jerry Moyes' business address is c/o Swift Transportation Co., Inc., 2710 E. Old Tower Road, Phoenix, AZ 85034. His principal occupation is Chairman of the Board of Swift Aviation Group, Inc. The principal business address of Swift Aviation Group, Inc., is 2710 E. Old Tower Road, Phoenix, AZ 85034. Jerry Moyes is a co-trustee of the Family Trust. Vickie Moyes Vickie Moyes' business address is c/o Swift Transportation Co., Inc., 2710 E. Old Tower Road, Phoenix, AZ 85034. Her principal occupation is homemaker. Vickie Moyes is a co-trustee of the Family Trust. The Family Trust The Family Trust is a self-settled revocable grantor trust established for the benefit of Jerry Moyes and Vickie Moyes. Its business address is c/o Swift Transportation Co., Inc., 2710 E. Old Tower Road, Phoenix, AZ 85034. The Family Trust is organized under the laws of the State of Arizona. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended, certain information with respect to the co-trustees of the Family Trust are included above. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Except as set forth below, none of the Reporting Persons has, during the last five years, been a party to any civil proceeding as a result of which it was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. In 2004, the Securities and Exchange Commission (the "SEC") commenced a formal investigation into purchases of 187,000 shares of common stock of Swift Transportation Co., Inc. by Jerry Moyes between May 21, 2004 and May 24, 2004. In September 2005, Jerry Moyes agreed, without admitting or Page 6 of 12 pages denying the SEC's claims, to settle matters raised by the SEC in its formal investigation. In connection with this settlement, on October 12, 2005, a consent judgment was entered in an action captioned Securities and Exchange Commission v. Jerry C. Moyes, Case No. 2:05-cv-02879-MHM, in the United States District Court for the District of Arizona. The consent judgment (i) permanently enjoined Jerry Moyes, his agents, and any person active in concert with Jerry Moyes from violating, directly or indirectly, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, (ii) ordered Jerry Moyes to disgorge $622,130.80, representing unrealized profits on the securities transactions complained of, together with prejudgment interest thereon in the amount of $14,974.16, for a total of $637,104.96, and (iii) ordered Jerry Moyes to pay a civil penalty in the amount of $622,130.80. (f) Jerry Moyes and Vickie Moyes are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the Purchase Agreement (the "Purchase Agreement") made and entered into as of October 6, 2006, by and among Patrick J. Curry and Ronald Moyes and Krista Moyes, Joint Tenants ("Sellers") and Jerry C. Moyes, Mr. Moyes purchased from Sellers 1,048,295 shares of Common Stock at a purchase price of $2.25 per share, or $2,358,663.75 in the aggregate. Mr. Moyes funded the purchase from cash on hand. Item 4. Purpose of Transaction. On October 6, 2006, Mr. Moyes and the Sellers entered into the Purchase Agreement in connection with the settlement of a lawsuit by certain parties, including the Sellers, against Mr. Moyes and Southwest Premier Properties, L.L.C. Pursuant to the Purchase Agreement, Jerry Moyes acquired 818,068 shares of Common Stock on behalf of himself and 230,227 shares of Common Stock on behalf of the Family Trust. As part of this transaction, the Sellers agreed to grant Mr. Moyes irrevocable proxies in respect of the 1,048,295 shares of Common Stock transferred to the Reporting Persons ("Transferred Shares") and the 198,200 shares of Common Stock subject to a variable prepaid forward contract (the "Contract Shares") pursuant to which one of the Sellers retained voting power over the Contract Shares. The Purchase Agreement is incorporated by reference and is filed as Exhibit 99.2 hereto. Mr. Moyes intends to use the irrevocable proxies to vote in favor of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated January 30, 2006, among Issuer, NATL and Green Acquisition Company, as amended ("Green"), a wholly-owned subsidiary of NATL, pursuant to which Green will merge with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger") and Mr. Moyes, individually, and through NATL and the Family Trust, holding a majority of outstanding shares of the Issuer. In the Merger, each issued and outstanding share of Common Stock (other than shares held by the Mr. Moyes, the Family Trust and the Children's Trust (the "Affiliated Continuing Investors")) will be converted into the right to receive the merger consideration of $2.25 per share in cash, without interest. Each issued and outstanding share of Common Stock held by the Affiliated Continuing Investors will remain issued and outstanding shares of the Issuer. The Merger Agreement is incorporated by reference herein and is filed as Exhibit 2.1 hereto. The First Amendment to Agreement and Plan of Merger by and among Central, NATL and Green dated as of September 13, 2006 is Page 7 of 12 pages incorporated by reference herein and is filed as Exhibit 2.2 hereto. Mr. Moyes, Robert Fasso, the Family Trust and the Children's Trust have filed a transaction statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder with respect to a going private transaction involving the Issuer. In connection with the proposed transaction Mr. Moyes has agreed to indemnify, defend and hold harmless Gerald Ehrlich, as the trustee of the Children's Trust, and the Children's Trust, to the fullest extent permitted by law, from and against any losses, arising out of or relating to the Merger Agreement, the Merger and any related transactions, or any filings made with the SEC or disclosures made to the stockholders of Central in connection with the Merger Agreement, the Merger or any related transactions except for Losses arising out of or related to (i) information provided by Mr. Ehrlich or the Children's Trust for inclusion in the Schedule 13E-3 and the Proxy Statement relating to the meeting of Issuer's stockholders to be held in connection with the Merger Agreement and the transactions contemplated thereby and (ii) actions taken by Mr. Ehrlich or the Children's Trust in violation of the United States securities laws. The Indemnification Agreement is incorporated by reference herein and is filed as Exhibit 99.1. Mr. Moyes, Mr. Fasso, the Family Trust and The Children's Trust have also agreed upon the terms of a stockholders agreement (the "Stockholders Agreement") which will govern the relationship of the shareholders of the surviving corporation after the Merger. The Stockholders Agreement provides, among other things: restrictions on the transfer any of stockholder's shares of common stock of the surviving corporation without granting Mr. Moyes a right of first refusal to acquire such stockholder's shares of common stock; stockholders' rights to sell a pro rata portion of their shares of common stock of the surviving corporation, in the event that Mr. Moyes sells any of his interest in the common stock of the surviving corporation to a third party purchaser (other than to another Stockholder, a permitted transferee or to an affiliate of Mr. Moyes) (a "Third Party") on the same terms and conditions, including the per share price and the date of transfer, as is applicable to Mr. Moyes; the right of Mr. Moyes, to require each of the stockholders and each of the optionholders to sell a pro rata portion of such stockholder's shares of common stock of the surviving corporation, in the event that Mr. Moyes proposes to sell all or part of his shares of common stock of the surviving corporation, to a Third Party; and if Mr. Moyes approves an initial public offering and sale of common stock or other equity securities of the surviving corporation pursuant to an effective registration statement under the Securities Act, the stockholders and the optionholders will take all necessary or desirable actions in connection with the consummation of the Public Offering; and the surviving corporation will provide the stockholders with not less than 10 days' notice of certain public offerings and sales of common stock or other equity securities of the surviving corporation (an "Offering"), and will use its reasonable best efforts to effect in connection with the Offering, the registration of all of the shares of common stock that each stockholder notifies the surviving corporation within 10 days of such notice to include in such Offering. The form of the Stockholders Agreement is incorporated by reference herein and is filed as Exhibit 4.1 hereto. The descriptions of the Merger Agreement, the Indemnification Agreement, the Stockholders Agreement and the other related agreements and documents and the transactions contemplated thereby are not intended to be complete, and are qualified throughout by reference to the full text of such agreements. Page 8 of 12 pages Item 5. Interest in Securities of the Issuer. (a) The following sets forth information with respect to the beneficial ownership of shares of Common Stock by each of the Reporting Persons. The percentage of the shares of Common Stock beneficially owned by each of the Reporting Persons is based on 18,306,476 shares of Common Stock outstanding as of August 9, 2006. The information set forth herein with respect to the beneficial ownership of the Reporting Persons does not include 4,708,348 shares of Common Stock held by the Children's Trust dated December 14, 1992 (the "Children's Trust"), which is an irrevocable trust for the benefit of the children of Jerry and Vickie Moyes. The sole trustee of the Children's Trust is Gerald F. Ehrlich, and Mr. Ehrlich possesses exclusive voting and dispositive power with respect to the shares of Common Stock held thereby. Each of the Reporting Persons may be deemed a member of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") that includes Gerald F. Ehrlich and the Children's Trust and to beneficially own 7,016,846 shares of Common Stock, representing 38.3% of the issued and outstanding shares of Common Stock. Each of the Reporting Persons expressly disclaims that such Reporting Person is a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that includes Gerald F. Ehrlich and the Children's Trust. Pursuant to Rule 13d-4, each of the Reporting Persons also expressly disclaims that it is the beneficial owner of any shares of Common Stock beneficially owned by Gerald F. Ehrlich and the Children's Trust. Jerry Moyes: Amount beneficially owned: 2,308,498 The shares of Common Stock reported herein as beneficially owned by Jerry Moyes are comprised of (i) 16,000 shares of Common Stock beneficially owned under options that are currently exercisable or will become exercisable within 60 days after the date hereof, (ii) 198,200 shares of Common Stock beneficially owned through the grant of an irrevocable proxy for a term commencing on October 6, 2006 (the "Closing Date") and continuing to the earlier to occur of the adoption of the Merger and approval of all other transactions contemplated by the Merger Agreement, or one year after the Closing Date (the "Term"), (iii) 818,069 shares of Common Stock owned by Jerry Moyes and (iv) 1,276,229 shares of Common Stock owned by the Family Trust. Jerry and Vickie Moyes are the trustees of the Family Trust and share voting and dispositive power with respect to shares held by the Family Trust. Page 9 of 12 pages Pursuant to Rule 13d-4, Mr. Moyes disclaims beneficial ownership of shares held by Gerald Ehrlich and the Children's Trust and shares held by the Family Trust, except to the extent of his pecuniary interest therein. Percent of class: 12.6% (b) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,032,269 (ii) Shared power to vote or to direct the vote 1,276,229 (iii) Sole power to dispose or to direct the disposition of 834,069 (iv) Shared power to dispose or to direct the disposition of 1,276,229 Vickie Moyes: Amount beneficially owned: 1,276,229 The shares of Common Stock reported herein as beneficially owned by Vickie Moyes are comprised of 1,276,229 shares of Common Stock owned by the Family Trust. Jerry and Vickie Moyes are the trustees of the Family Trust and share voting and dispositive power with respect to shares held by the Family Trust. Pursuant to Rule 13d-4, Mrs. Moyes disclaims beneficial ownership of shares held by Gerald Ehrlich and the Children's Trust and shares held by the Family Trust, except to the extent of her pecuniary interest therein. Percent of class: 7.0% (b) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 1,276,229 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,276,229 The Jerry and Vickie Moyes Family Trust dated December 11, 1987: Amount beneficially owned: 1,276,229 The Family Trust directly holds 1,276,229 shares of Common Stock. Percent of class: 7.0% (b) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 1,276,229 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,276,229 Page 10 of 12 pages (d) Not applicable. (e) Not applicable. The descriptions of the agreements with the Children's Trust contained in Item 4 above are repeated and incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the Purchase Agreement, Mr. Moyes agreed to purchase 1,048,295 shares of Common Stock for a purchase price of $2.25 per share, or $2,358,663.75 in the aggregate. As part of this transaction, the Sellers agreed to grant Mr. Moyes irrevocable proxies in respect of the Transferred Shares and the Contract Shares. During the Term, Mr. Moyes will be entitled to cause the Transferred Shares and the Contract Shares to be counted as a vote or consent (a) in favor of the Merger and the approval of all other actions contemplated by the Merger Agreement, (b) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement and (c) against any action involving the Issuer or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the Merger Agreement. The Sellers granted the irrevocable proxies with respect to the Transferred Shares and the Contract Shares because the September 15, 2006 record date for determining those stockholders who are entitled to receive notice of and vote at the Annual Meeting of Stockholders (the "Annual Meeting") had passed and Mr. Moyes desired to ensure that the Transferred Shares and the Contract Shares are voted in favor of the Merger. Following the Term, voting power over the Contract Shares will revert back to one of the Sellers. Other than the Shareholders Agreement, Purchase Agreement, Merger Agreement, Indemnification Agreement and irrevocable proxy and the related documents and the transactions contemplated thereby and other understandings, as described in this item, Item 3 and Item 4 above, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 2.1 Agreement and Plan of Merger by and among Central, NATL and Green dated as of January 30, 2006 (incorporated herein by reference to Appendix A of Issuer's Preliminary Proxy Statement on Schedule 14A, filed April 14, 2006). Exhibit 2.2 First Amendment to Agreement and Plan of Merger by and among Central, NATL and Green dated as of September 13, 2006 (incorporated herein by reference to Appendix A-1 of Issuer's Amendment 2 to the Preliminary Proxy Statement on Schedule 14A, filed September 14, 2006). Page 11 of 12 pages Exhibit 4.1 Form of Stockholders' Agreement between Central, Mr. Moyes, the Family Trust, the Children's Trust and Mr. Fasso, to be effective upon the consummation of the Merger (incorporated herein by reference to Exhibit 99.3 of Amendment No. 2 to the Schedule 13E-3 of the Issuer, NATL, Green, Jerry Moyes, Robert Fasso, the Children's Trust and the Family Trust filed September 14, 2006). Exhibit 99.1 Indemnification Agreement, dated as of September 13, 2006, by and amoung Mr. Moyes, Vickie Moyes, the Family Trust, Mr. Ehrlich and the Children's Trust (incoporated herein by reference to Exhibit 99.5 of Amendment No. 2 to Schedule 13E-3 of the Issuer, NATL, Green, Jerry Moyes, Robert Fasso, the Children's Trust and the Family Trust filed September 14, 2006). Exhibit 99.2 Purchase Agreement, dated as of October 6, 2006 by and among Patrick J. Curry and Ronald Moyes and Krista Moyes, Joint Tenants and Jerry C. Moyes. Exhibit 99.3 Joint Filing Agreement, dated as of October 6, 2006, by and among Jerry C. Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust, dated December 11, 1987. Page 12 of 12 pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 10, 2006 /s/ Jerry C. Moyes ------------------------------- Jerry C. Moyes /s/ Vickie Moyes ------------------------------- Vickie Moyes THE JERRY AND VICKIE MOYES FAMILY TRUST DATED December 11, 1987 /s/ Jerry Moyes ------------------------------- Jerry Moyes, Trustee /s/ Vickie Moyes ------------------------------- Vickie Moyes, Trustee EX-99 2 nyc577743.txt EXHIBIT 99.2 - PURCHASE AGREEMENT EXHIBIT 99.2 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 6, 2006 by and among Patrick J. Curry and Ronald Moyes and Krista Moyes, Joint Tenants (collectively, the "Sellers") and Jerry C. Moyes (the "Buyer"). Section 1.1 Ownership. Each of the Sellers is the sole record and beneficial owner of the number of shares of common stock, $0.001 par value, ("Common Stock") of Central Freight Lines, Inc., a Nevada corporation (the "Company") set forth opposite such Seller's name on Schedule I hereto (the "Shares") represented by the certificates set forth on such Schedule, free and clear of any and all liens, security interests, voting agreements, rights of third parties or other encumbrances ("Liens"). Each Seller has full power and authority to transfer full legal ownership of such Seller's respective Shares to the Buyer, and no Seller is required to obtain the approval of any person or governmental agency or organization to effect the sale of the Shares. Section 1.2 Purchase and Sale. Sellers agree, on October 6, 2006 (the "Closing Date"), to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Sellers, the number of Shares set forth opposite each Seller's name on Schedule I represented by the certificates set forth on such Schedule, free and clear of any and all Liens, for a per Share purchase price equal to $2.25 (the "Purchase Price"). Upon the transfer of the Shares pursuant to the terms of this Agreement, Sellers shall have vested in Buyer valuable title to all of the Shares, free and clear of any and all Liens. Section 1.3 Closing Deliveries. (a) On the Closing Date, prior to the closing of the sale and purchase of Shares pursuant hereto each of the Sellers shall (i) have delivered or caused to be delivered to Buyer certificates representing the Shares to be purchased on such Closing Date as set forth on Schedule I hereto in respect of each Seller, duly and validly endorsed or, at Buyer's request, accompanied by stock powers duly and validly executed in blank and sufficient to convey to Buyer good, valid and marketable title in and to such Shares, free and clear of any and all Liens or (ii) have transferred or caused to be transferred to Buyer in accordance with delivery instructions delivered to Sellers by Buyer prior to the Closing Date Shares to be purchased on such Closing Date as set forth on Schedule I hereto in respect of each Seller held in street name. (b) On the Closing Date, Buyer shall pay, by wire transfer of immediately available funds to such account or accounts as the Sellers shall specify, to each of the Sellers in the amounts equal to the product of the Purchase Price and the number of Shares set forth opposite such Seller's name on Schedule I. Section 1.4 Voting Agreement. Effective as of the Closing Date and upon payment of the Purchase Price, each of the Sellers hereby agree that, during the Term (as defined below), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, Buyer shall be entitled to cause the Shares as transferred to Buyer by Sellers under this Agreement (the "Transferred Shares") and shares of Common Stock of the Company subject to a variable prepaid forward contract or similar arrangement under which a Seller retains any voting rights ("Contract Shares"), to be counted as a vote or consent ((a) through (c), collectively the "Merger Transaction") (a) in favor of the adoption of the merger pursuant to that certain Agreement and Plan of Merger, dated as January 30, 2006, by and among the Company, North American Truck Lines, LLC, a Nevada limited liability company and Green Acquisition Company, a Nevada corporation ("Merger Agreement") and the approval of all other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, (b) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement and (c) against any action involving the Company or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the Merger Agreement. In order to effectuate the foregoing Merger Transaction, each of the Sellers hereby grants to Buyer, an irrevocable proxy, pursuant to Nevada Revised Statutes and other applicable law, coupled with an interest. The "Term" shall mean the period commencing on Closing Date and continuing to the earlier to occur of the adoption of the merger pursuant to the Merger Agreement and the approval of all other actions contemplated by the Merger Agreement and this Agreement, or one (1) year after the Closing Date. In the event the Transferred Shares and Contract Shares are held and/or registered in a brokerage account (and/or in street name), each of the Sellers shall cause the applicable broker, bank or other nominee (collectively, the "Broker") to cause (i) the Transferred Shares to be transferred and/or registered with Buyer and (ii) all proxy and voting materials with respect to the Transferred Shares and Contract Shares to be distributed directly to Buyer. Sellers will fully cooperate with such Broker and Buyer with respect to any information or documentation required for such transfer and distribution. The Broker may rely on this Section 1.4 with respect Sellers' authorizations and approvals herein. Each of the Sellers hereby agrees that during the Term he will not (i) attend any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or execute any written consent of the shareholders of the Company with respect to the Merger Transaction, unless otherwise directed by Buyer in writing at which time each of the Sellers shall fully cooperate with the instructions and/or directions contained therein, (ii) grant any proxies or powers of attorney that would permit any proxy or attorney-in-fact to take any action inconsistent herewith, (iii) deposit the Transferred Shares into a voting trust or enter into a voting agreement with respect to the Transferred Shares or the Contract Shares in either case providing for the voting or consenting of such shares in a manner inconsistent herewith or (iv) take any action that would make any representation or warranty of such Seller contained herein untrue or incorrect or would result in a breach by such Seller of its obligations under this Agreement. Each Seller further agrees not to enter into any agreement or understanding with any person or entity, the effect of which would be inconsistent with or violative of any provision contained in this Agreement. The parties agree to execute and deliver such other agreements, proxies, certificates or other documents as may be required by Buyer or Broker to carry out the intent of this Agreement. The obligations of the Sellers under this Section 1.4 shall survive the expiration or termination of this Agreement. Section 1.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. Section 1.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LOCAL LAW OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES. Section 1.7 Specific Performance. The parties hereto acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the non-breaching party or parties in the event that this Agreement is breached. Therefore, each of the parties agrees that the non-breaching party or parties may obtain specific performance of this Agreement and injunctive and other equitable relief against any breach hereof, without the necessity of establishing irreparable harm or posting any bond, in addition to any other remedy to which such party may be entitled at law or in equity. Section 1.8 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above. PATRICK CURRY /s/ Patrick Curry -------------------------- Patrick Curry RONALD MOYES AND KRISTA MOYES, JOINT TENANTS /s/ Ronald Moyes -------------------------- Ronald Moyes /s/ Krista Moyes -------------------------- Krista Moyes JERRY C. MOYES /s/ Jerry C. Moyes -------------------------- Jerry C. Moyes EX-99 3 nyc578239.txt EXHIBIT 99.3 - JOINT FILING AGREEMENT EXHIBIT 99.3 JOINT FILING AGREEMENT Each of the undersigned hereby agrees: 1. Each of them is individually eligible to use the Schedule 13D to which this Exhibit 99.3 is attached, and such Schedule 13D is filed on behalf of each of them. 2. Each of them is responsible for the timely filing of such Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. 3. Nothing herein shall be, or shall be deemed to be, an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules and regulations promulgated thereunder). IN WITNESS WHEREOF, the parties have executed this Agreement as of this 10th day of October, 2006. /s/ Jerry Moyes ----------------------------------- Jerry Moyes /s/ Vickie Moyes ----------------------------------- Vickie Moyes THE JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87 By: /s/ Jerry Moyes ------------------------------ Jerry Moyes, Trustee By: /s/ Vickie Moyes ------------------------------ Vickie Moyes, Trustee -----END PRIVACY-ENHANCED MESSAGE-----