-----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, QOVI9HyIWDaPbVPz+1H+yNDAgCwwgZFX+9GLeTxA/w8R56LfAoQ7hgeS2HRG5xp8 Dv/uoww5YyFbpNOY6rozeA== 0000950137-99-003663.txt : 19991018 0000950137-99-003663.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950137-99-003663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990924 ITEM INFORMATION: FILED AS OF DATE: 19991014 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: 99728348 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 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): SEPTEMBER 24, 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 September 28, 1999, the Company announced the completion of a $12 million private placement of the Company's common stock. The net proceeds of the transaction described above are reflected on the pro forma consolidated balance sheet at August 31, 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 Exhibit 10.1 Pro Forma Balance Sheet dated as of August 31, 1999 (unaudited). Exhibit 99.1 Press Release dated September 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: October 14, 1999 By: /s/ Leon M. Monachos ----------------------------------------- Leon M. Monachos, Chief Financial Officer (Signature) EX-10.1 2 PRO FORMA BALANCE SHEET DATED AS OF 8/31/99 1 EXHIBIT 10.1 ASCHE TRANSPORTATION SERVICES, INC. PRO FORMA CONSOLIDATED BALANCE SHEETS August 31, 1999 (unaudited) (in thousands) AS ADJUSTED FOR PRIVATE ACTUAL PLACEMENT ------ ---------------- ASSETS Current assets: Cash and cash equivalents $ 2,724 $ 7,689 Trade receivables, net 19,023 19,023 Prepaid expenses and other assets 7,962 7,962 ------------- ------------- Total current assets 29,709 34,674 Property and equipment, at cost 60,220 60,220 Less accumulated depreciation and amortization (15,078) (15,078) ------------- ------------- Net property and equipment 45,142 45,142 ------------- ------------- Excess of cost over net assets acquired, net 13,677 13,677 Debt issuance cost, net 585 585 Other assets 284 284 ------------- ------------- TOTAL ASSETS $ 89,397 $ 94,362 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Cash overdraft $ 2,513 $ 2,513 Accounts payable 5,230 5,230 Accrued liabilities 491 385 Guaranteed obligation of Employee Stock Ownership Plan 154 154 Current maturities of long-term debt with unrelated parties 3,775 3,775 Current maturities of capital lease obligations with unrelated parties 2,122 2,122 Current maturities of capital lease obligations with related parties 6 6 Subordinated debt 461 --- ------------- ------------- Total current liabilities $ 14,752 $ 14,185 Line of credit 22,134 18,534 Long-term debt with unrelated parties, less current maturities 16,405 16,405 Long-term debt with related party, less current maturities 1,319 1,319 Capital lease obligations with unrelated parties, less current maturities 4,729 4,729 Deferred revenue 6,436 6,436 Accrued warrant accretion 1,318 1,318 Minority interest 711 711 Subordinated debt 1,640 500 Deferred income taxes 1,656 1,656 ------------- ------------- Total liabilities 71,100 65,793 Stockholders' equity: Common stock 1 1 Additional paid-in capital 23,520 34,141 Guarantee of Employee Stock Ownership Plan obligation (154) (154) Accumulated deficit (5,070) (5,419) ------------- ------------- Total stockholders' equity 18,297 28,569 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 89,397 $ 94,362 ============= ============= EX-99.1 3 PRESS RELEASE DATED 9/28/99 1 EXHIBIT 99.1 ASCHE TRANSPORTATION SERVICES, INC. ANNOUNCES COMPLETION OF $12 MILLION PRIVATE PLACEMENT OF COMMON STOCK SAVINGS FROM REDUCED EXPENSES AND DEBT CONVERSIONS ARE EXPECTED TO RESULT IN AN INCREASE IN ASCHE'S NET EARNINGS OF $2.7 MILLION September 28, 1999 09:04 AM SHANNON, Ill., Sept. 28 /PRNewswire/ -- Asche Transportation Services, Inc. ASHE announced today the completion of a $12 million private placement of the Company's common stock. Churchill Capital, Inc. ("Churchill"), through one of its managed funds, Churchill Environmental & Industrial Equity Partners, L.P. ("CEIEP") purchased 2,666,667 shares of the Company's common stock for $4.50 per share. It is intended that the net proceeds raised in the transaction, estimated to be $10.5 million after commissions and expenses, along with the $9.1 million raised from the modification of a long-term customer contract completed in June 1999 and the $3 million raised in a private placement of the Company's common stock completed in July 1999 will be used by the Company to pay-off the subordinated debt and call the warrants held by American Capital Strategies, Ltd. ("ACS"), purchase the 10% ownership position in Specialty Transportation Services, Inc. ("STS") held by ACS, pay-off all Asche Transportation Services, Inc. subordinated debt, and will provide the Company with capital for growth and for general corporate purposes. "The savings from reduced expenses related to the above transactions along with the various debt to equity conversions in January 1999, March 1999 and July 1999 are expected to result in an increase in net earnings of approximately $2.7 million on an annualized basis," commented Leon M. Monachos, CFO. "This infusion of capital into the Company completes the recapitalization of the Company's balance sheet and provides the Company sufficient growth capital to continue our strategic plan of capitalizing on outsourcing opportunities that exist in the municipal solid waste industry," stated Gary I. Goldberg, President of STS. Larry L. Asche, CEO stated, "We are extremely pleased to have completed this private placement with such a reputable institution as Churchill and look forward to long-term relationship." CEIEP is a $110 million fund dedicated to providing equity capital to the environmental industry. Churchill is a privately held corporation, headquartered in Minneapolis with offices in New York, that manages nearly $1 billion of capital dedicated to funding unique debt and equity investment strategies. John Quirk, Principal of Churchill commented, "We're excited about the partnership with the Company and in particular with the growth opportunities that exist in the municipal solid waste segment." 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 2 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, 815-864-2421, CFO of Asche Transportation, or Brian Grabowski of EBS Public Relations, Inc., 847-714-8600, ext. 236, or Fax, 312-935-2001, or e-mail, bgrabowski@ebspr.com, for Asche Transportation. SOURCE Asche Transportation Services -----END PRIVACY-ENHANCED MESSAGE-----