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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2004
LANDSTAR SYSTEM, INC.
| Delaware | 021238 | 06-1313069 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 13410 Sutton Park Drive South, Jacksonville, Florida | 32224 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (904) 398-9400
Not Applicable
| Item 5. Other Events. | ||||||||
| SIGNATURES | ||||||||
| LETTER AGREEMENT FOR HENRY H. GERKENS | ||||||||
| LETTER AGREEMENT FOR JEFFREY C. CROWE | ||||||||
| PRESS RELEASE | ||||||||
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Item 5. Other Events.
On April 28, 2004, Landstar System, Inc. (the “Company”) issued a press release announcing that its Board of Directors is separating the roles of Chairman and Chief Executive Officer and that Landstar President and Chief Operating Officer Henry H. Gerkens will become President and Chief Executive Officer effective July 1, 2004. Jeffrey C. Crowe, who currently serves as Chairman and CEO, will continue to serve as the Company’s Chairman of the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with these events, the Company has entered into a letter agreement with each of Messrs. Gerkens and Crowe. Such letter agreements are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
In addition, Mr. Crowe has advised the Company that in connection with these events he intends to exercise stock options to acquire approximately 329,920 shares of Company Common Stock (“Option Shares”) and to establish a written plan under Rule 10b5-1 of the Securities Exchange Act of 1934 providing for his disposition of approximately 66,000 Option Shares per month over the five month period beginning on or around May 1, 2004.
| Item 7. |
Exhibits. |
|
10.1
|
Letter Agreement, dated April 27, 2004, between Landstar System, Inc. and Henry H. Gerkens. | |
10.2
|
Letter Agreement, dated April 27, 2004, between Landstar System, Inc. and Jeffrey C. Crowe. | |
99.1
|
Press Release issued by Landstar System, Inc, dated April 28, 2004. |
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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, thereunto duly authorized.
| LANDSTAR SYSTEM, INC. | ||
Date: April 28, 2004
|
/s/ Robert C. LaRose | |
| Robert C. LaRose | ||
| Vice President, Chief Financial | ||
| Officer and Secretary |