-----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, RWZaRvrvqO69O/c9L1ttefe9NYX+0cncZRa+/EblBS8ktDfH9AHk7ukhU+DAcpkB 9HD2eeNa3jLhX0OjvwG5jQ== 0000950137-99-002901.txt : 19990812 0000950137-99-002901.hdr.sgml : 19990812 ACCESSION NUMBER: 0000950137-99-002901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990810 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASCHE TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0000927809 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363964954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24576 FILM NUMBER: 99683301 BUSINESS ADDRESS: STREET 1: 10214 N MT VERNON RD CITY: SHANNON STATE: IL ZIP: 61078 BUSINESS PHONE: 8158642421 MAIL ADDRESS: STREET 1: 10214 N MT VERNON ROAD CITY: SHANNON STATE: IL ZIP: 61078 FORMER COMPANY: FORMER CONFORMED NAME: AASCHE TRANSPORTATION SERVICES INC DATE OF NAME CHANGE: 19940802 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION L3 OR L5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): AUGUST 10, 1999 ASCHE TRANSPORTATION SERVICES, INC. ----------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE -------- (State or Other Jurisdiction of Incorporation) 0-24576 36-3964954 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 10214 NORTH MT. VERNON ROAD, SHANNON, ILLINOIS 61078 - ---------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (815) 864-2421 -------------- (Registrant's Telephone Number, Including Area Code) NONE ---- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On July 28, 1999, the Company announced the completion of an exchange of $400,000 of subordinated debt bearing 14% interest for 88,894 shares of the Company's Common Stock with certain unrelated individuals. Additionally, $85,917 of accrued interest owed to these individuals was exchanged for an additional 19,096 shares of the Company's Common Stock. The net proceeds of the offering described above and the offering completed on July 9, 1999 (as reported on Form 8-K filed with the Securities and Exchange Commission on July 22, 1999) are reflected on the pro forma consolidated balance sheet at June 30, 1999 (unaudited) attached hereto as Exhibit 10.1. Additional information regarding this transaction is set forth in the press release attached hereto as Exhibit 99.1. EXHIBITS ITEM 7. Exhibit 10.1 Pro Forma Balance Sheet dated as of June 30, 1999 (unaudited). Exhibit 99.1 Press Release dated July 28, 1999 3 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. ASCHE TRANSPORTATION SERVICES, INC. Date: August 10, 1999 By: /s/ Leon M. Monachos ------------------------------- Leon M. Monachos, Chief Financial Officer (Signature) EX-10.1 2 PRO FORMA BALANCE SHEET DATED AS OF 6/30/99 1 EXHIBIT 10.1 ASCHE TRANSPORTATION SERVICES, INC. PRO FORMA CONSOLIDATED BALANCE SHEETS JUNE 30, 1999 (UNAUDITED) (IN THOUSANDS)
AS ADJUSTED FOR PRIVATE PLACEMENT ACTUAL & DEBT CONVERSION -------- ----------------- ASSETS Current assets: Cash and cash equivalents $ 786 $ 786 Trade receivables, net 19,969 19,969 Prepaid expenses and other current assets 6,604 6,604 -------- -------- Total current assets 27,359 27,359 Property and equipment, at cost 60,077 60,077 Less accumulated depreciation and amortization (14,568) (14,568) -------- -------- Net property and equipment 45,509 45,509 -------- -------- Excess of cost over net assets acquired, net 13,870 13,870 Debt issuance cost, net 596 596 Other assets 292 292 -------- -------- TOTAL ASSETS $ 87,626 $ 87,626 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Cash overdraft $ 1,437 $ 1,437 Accounts payable 2,952 2,952 Accrued liabilities 905 732 Guaranteed obligation of Employee Stock Ownership Plan 155 155 Line of credit 5,790 4,277 Current maturities of long-term debt with unrelated parties 3,897 3,897 Current maturities of capital lease obligations with unrelated parties 2,248 2,248 Current maturities of capital lease obligations with related parties 33 33 Subordinated debt, less unamortized debt discount of $9 2,261 461 -------- -------- Total current liabilities 19,678 16,192 Line of credit 18,636 18,636 Long-term debt with unrelated parties, less current maturities 16,593 16,593 Long-term debt with related party, less current maturities 1,319 1,319 Capital lease obligations with unrelated parties, less current maturities 4,894 4,894 Deferred revenue 6,540 6,540 Minority interest 683 683 Subordinated debt, less unamortized debt discount of $387 1,613 1,613 Deferred income taxes 1,656 1,656 Accrued warrant accretion 1,309 1,309 -------- -------- Total liabilities 72,921 69,435 Stockholders' equity: Common stock 1 1 Additional paid-in capital 20,144 23,630 Guarantee of Employee Stock Ownership Plan obligation (155) (155) Accumulated deficit (5,285) (5,285) -------- -------- Total stockholders' equity 14,705 18,191 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 87,626 $ 87,626 ======== ========
EX-99.1 3 PRESS RELEASE DATED 7/28/99 1 EXHIBIT 99.1 For Immediate Release July 28, 1999 ASCHE TRANSPORTATION SERVICES, INC. EXCHANGES SUBORDINATED DEBT FOR COMMON STOCK SHANNON, Ill., July 28 /PRNewswire/ -- Asche Transportation Services, Inc. (Nasdaq: ASHE - news) announced today that certain unrelated individuals exchanged $400,000 of subordinated debt bearing 14% interest for 88,894 shares of the Company's common stock. Additionally, $85,917 of accrued interest owed to these individuals was exchanged for an additional 19,096 shares of the Company's common stock. The Company originally incurred the subordinated debt in connection with the financing of the acquisition of Specialty Transportation Services, Inc. ("STS"). The transaction is expected to be anti-dilutive. Asche, through its operating subsidiaries, Asche Transfer, Inc. and AG Carriers, Inc., is a leading provider of temperature-controlled, time-sensitive transportation of frozen foods, juice concentrates, perishable commodities, household and retail commodities, and tropical foliage. STS, as an operating subsidiary of Asche, is a leading provider of municipal solid waste and bulk industrial transport services. Its shares trade on the Nasdaq National Market under the symbol ASHE. Statements included in this press release which are not historical in nature, are intended to be, and are hereby identified as, "forward looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by Public Law 104-67. Forward-looking statements may be identified by words including "anticipates," "believes," "intends," "estimates," "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation, those relating to the Company's future business prospects, revenues and income are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward looking statements, due to several important factors, including, among others, those identified from time to time in the Company's reports filed with the SEC. Such risk factors include, but are not limited to, general economic conditions, availability of drivers, fuel costs, labor costs, interest rates, competition and governmental regulations. For more information, contact Leon M. Monachos, CFO of Asche Transportation Services, Inc., 815-864-2421, or Brian Grabowski of EBS Public Relations, Inc. for Asche Transportation Services, Inc., 847-714-8600, ext. 236, or e-mail, bgrabowski@ebspr.com. -----END PRIVACY-ENHANCED MESSAGE-----