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): August 17, 1995
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AMETECH, INC.
________________________________________________________________
(Exact name of registrant as specified in Charter)
Oklahoma 0-19009 73-0766924
_________________ ___________ ___________________
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
1813 Southeast 25th Street, Oklahoma City, Oklahoma 73129
________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 677-8781
______________
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Item 2. Acquisition or Disposition of Assets.
On August 17, 1995, the Company, through its wholly owned transportation
subsidiary, Environmental Transportation Services, Inc. ("ETS"), acquired
all of the issued and outstanding shares of capital stock of Dwight
Trucking, Inc., a California corporation ("Dwight Trucking"), located in
Bakersfield, California. The sellers of the stock were Sam Dwight and Dale
Dwight (collectively, the "Dwights").
Although the transaction was consummated on August 17, 1995 (the "Closing
Date"), the parties contracted that the transaction was to be deemed
effective as of the close of business on June 30, 1995, for all purposes.
Pursuant to the Stock Purchase Agreement, the purchase price for the capital
stock of Dwight Trucking was approximately $1,272,000 ("Purchase Price"),
which consisted of (i) $973,000; (ii) approximately $160,600, which
represented the aggregate amount of cash held by Dwight Trucking as of the
closing, less cash (a) relating to services rendered or performed by Dwight
Trucking on or after July 1, 1995, and (b) which constitutes deposits for
future services, trust funds, escrow accounts or which is owned by parties
other than Dwight Trucking; (iii) approximately $108,200, which represented
an amount equal to ordinary and necessary business expenses of Dwight
Trucking paid by Dwight Trucking from July 1, 1995, to the closing; (iv)
approximately $55,200, which represented an amount equal to the outstanding
receivables of Dwight Trucking as of June 30, 1995, not collected as of
the Closing Date (the "Receivables"), less (v) the unpaid liabilities of
Dwight Trucking set forth on Dwight Trucking's balance sheet as of June 30,
1995. At the Closing Date, ETS paid to the Dwights approximately $1,216,800
of the Purchase Price, with approximately $160,600 being cash held by Dwight
Trucking, approximately $233,100 from working capital of ETS and the balance
from borrowings under ETS' equipment line of credit with CIT Group/Equipment
Financing, Inc.
The balance of the Purchase Price, being approximately $55,200, and
representing an amount equal to the Receivables, is to be paid in
installments on or before the fifth business day of each month following
the Closing Date. The amount of each installment shall be equal to the
Receivables actually collected, in good funds, after the Closing Date by
Dwight Trucking during the previous month. If any Receivables have not
been collected by July 31, 1996, Dwight Trucking is to assign to the Dwights,
without recourse and without any representation or warranty, the unpaid
Receivables in full satisfaction of the Company's obligation to pay the
balance of the Purchase Price.
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Dwight Trucking is a transporter of hazardous and non-hazardous waste, with
its transportation terminal located in Bakersfield, California (the
"Terminal"). The Company intends for Dwight Trucking to continue in the
business of transporting hazardous and non-hazardous waste. The Terminal
has been leased by Dwight Trucking from a trust controlled by the Dwights
for a period of five years, at a rental of $2,900 per month, with an option
to extend for another five-year term at a rental of $2,900 per month adjusted
for cumulative increase in the consumer price index for the southern
California region from commencement of the lease to the termination of the
initial five-year lease term.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. It is impractical for the
Company to provide the required financial statements of the business
acquired with this Form 8-K, and, as a result, the required financial
statements will be filed as soon as practical, but not later than sixty (60)
days after this Form 8-K was required to be filed.
(b) Pro Forma Financial Information. It is impractical for the Company to
provide pro forma financial information relative to the business acquired
with this Form 8-K, and, as a result, the required pro forma financial
information will be filed as soon as practical, but not later than sixty
(60) days after this Form 8-K was required to be filed.
(c) Exhibits.
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession.
2.1 Stock Purchase Agreement, dated August 17, 1995, between Environmental
Transportation Systems, Inc., Sam Dwight and Dale Dwight, which Stock
Purchase Agreement has been previously filed with the Commission as Exhibit
2.2 to the Company's Form 10-Q for the quarter ended June 30, 1995, and is
incorporated herein by reference. The Stock Purchase Agreement contains a
list of omitted schedules, which schedules the Company agrees to furnish
supplementally with the Commission upon request by the Commission.
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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 hereunto duly authorized.
AMETECH, INC.
________________________________
(Registrant)
September 8, 1995. By /s/ Mark G. Helm
______________________________
Mark G. Helm
President
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