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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 16, 2021 (March 16, 2021)
ARCBEST CORPORATION
(Exact name of registrant as specified in
its charter)
| Delaware |
0-19969 |
71-0673405 |
(State or other
jurisdiction of
incorporation or
organization) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
8401 McClure Drive
Fort Smith, Arkansas 72916
(479) 785-6000
(Address, including zip code, and telephone
number, including area code, of
the registrant's principal executive offices)
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock $0.01 Par Value |
ARCB |
Nasdaq |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01 – OTHER EVENTS
On March 11, 2021, H.R.1319, the American
Rescue Plan Act of 2021 (the “American Rescue Plan Act”) was signed into law. The American Rescue Plan Act includes
the Butch Lewis Emergency Pension Plan Relief Act of 2021 (the “Pension Relief Act”). As previously disclosed
in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission
(the “SEC”) on February 26, 2021, the Pension Relief Act includes provisions to improve funding for multiemployer pension
plans, including financial assistance provided through the Pension Benefit Guarantee Corporation (the “PBGC”) to qualifying
underfunded plans to secure pension benefits for plan participants. Stabilization of the multiemployer pension plans under the
Pension Relief Act is expected to protect the pension benefits of our contractual employees and further enhance our total union
employee pay and benefit package.
ABF Freight’s contribution rates
to multiemployer pension plans are generally specified in the ABF National Master Freight Agreement (the “2018 ABF NMFA”),
ABF Freight System, Inc.’s collective bargaining agreement with the International Brotherhood of Teamsters, and other related
supplemental agreements. Through the term of the 2018 ABF NMFA, which extends through June 30, 2023, ABF Freight’s multiemployer
pension obligations generally will be satisfied by making the specified contributions when due. Future contribution rates will
be determined through the negotiation process for contract periods following the term of the current collective bargaining agreement.
While we cannot determine the contributions
that will be required under future collective bargaining agreements for ABF Freight’s contractual employees, we believe future
contribution rates to multiemployer pension plans may be less likely to increase as a result of the provisions of the Pension Relief
Act. More information will become available as the PBGC develops and issues regulations to implement the financial assistance program
provided by the American Rescue Plan Act.
On March 12, 2021, ArcBest®
(Nasdaq: ARCB) issued a press release regarding the passage of the American Rescue Plan Act. A copy of the press release is filed
as an exhibit to this Current Report on Form 8-K.
The following is a “safe
harbor” statement under the Private Securities Litigation Reform Act of 1995: This Current Report on Form 8-K and the
press release included as Exhibit 99.1 in Item 9.01 include “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this Current
Report on Form 8-K and the accompanying Exhibit 99.1 include, but are not limited to, statements concerning the
impact of legislative action on the pension benefits for our contractual employees, our contribution rates, and other
financial obligations with respect to multiemployer pension plans to which we contribute. Terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “foresee,” “intend,” “may,” “plan,”
“predict,” “project,” “scheduled,” “should,” “would,” and similar
expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based
on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of
future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe
that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide
assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is
expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: widespread
outbreak of an illness or disease, including the COVID-19 pandemic and its effects, or any other public health crisis, as
well as regulatory measures implemented in response to such events; external events which may adversely affect us or the
third parties who provide services for us, for which our business continuity plans may not adequately prepare us; a failure
of our information systems, including disruptions or failures of services essential to our operations or upon which our
information technology platforms rely, data breach, and/or cybersecurity incidents; interruption or failure of third-party
software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure
to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at
ABF Freight; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing
and performance of growth initiatives; maintaining our corporate reputation and intellectual property rights; competitive
initiatives and pricing pressures; increased prices for and decreased availability of new revenue equipment, decreases in
value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and
related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on
securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees,
including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach
agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF
Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required
contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure
independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or
claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control
regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements;
self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; general economic
conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our
customers’ access to adequate financial resources; seasonal fluctuations and adverse weather conditions; and other
financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public
filings with the SEC.
For additional information regarding known
material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC,
including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or
revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
No. |
|
Description of Exhibit
|
| |
|
|
| 99.1 |
|
Press release of ArcBest dated March 12, 2021. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
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ARCBEST CORPORATION |
| |
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(Registrant) |
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|
| Date: |
March 16, 2021 |
|
/s/ Michael R. Johns |
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|
Michael R. Johns |
| |
Vice President – General Counsel |
