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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
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Date of Report (Date of earliest event reported) April 26, 1994
Commission File Number 1-6537-3
EMPIRE GAS OPERATING CORPORATION
(Formerly Empire Gas Corporation)
(Exact name of registrant)
Missouri 43-1501508
(State of organization) (I.R.S. Employer Identification Number)
P.O. Box 303 (1700 South Jefferson Street), Lebanon, Missouri 65536
(Address of principal executive offices and zip code)
(417) 532-3101
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
On April 28, 1994, the parent of the registrant (which owns
100% of the capital stock of the registrant) (the "Parent") filed a
registration statement on Form S-1 (the "Registration Statement") relating
to the registration of Senior Secured Notes due 2004 in an aggregate
principal amount expected to result in gross proceeds of $100,000,000. The
Registration Statement describes a transaction (the "Transaction") expected
to occur simultaneously with the closing of the offering of the Senior
Secured Notes in which the registrant will merge with and into the Parent
and the Parent will implement a change in ownership and management by
repurchasing shares of its common stock from its controlling shareholder,
Mr. Robert W. Plaster, and certain other departing officers in exchange for
all of the shares of a subsidiary of the Parent and the registrant that owns
133 retail service centers located primarily in the Southeast. The Parent
will retain ownership of 151 retail service centers located in 20 states and
8 nonretail subsidiaries that provide services related to the Parent's
retail propane business. Mr. Plaster will terminate his positions with the
Parent and the registrant as Chief Executive Officer and Chairman of the
Board of Directors. Mr. Paul S. Lindsey, Jr., who currently serves as the
registrant's Chief Operating Officer and Vice Chairman of the Board, will
become the Parent's controlling shareholder, Chief Executive Officer, and
President. Contemporaneously with the Transaction, the Parent will acquire
the assets of PSNC Propane Corporation, a company located in North Carolina
that has six retail service centers and five additional bulk storage
facilities.
In connection with the Transaction, the Parent will use a
portion of the proceeds of the offering of the Senior Secured Notes to (a)
redeem at par the 12% Senior Subordinated Debentures due 2002 of the
registrant, (b) redeem at par the 9% Convertible Subordinated Debentures due
1998 of the registrant, and (c) repurchase at par $13.7 million principal
amount of the 9% Subordinated Debentures due 2007 of the registrant. Of the
$13.7 million principal amount of the 9% Subordinated Debentures to be
repurchased, approximately $4.7 million principle amount will be repurchased
from Mr. Plaster and approximately $300,000 principle amount will be
repurchased from certain departing officers and employees of the registrant;
the remaining amount will be repurchased from all other holders as selected
by the trustee pursuant to the terms of the indenture.
Additional information regarding the offering of the Senior
Secured Notes and the related transactions is set forth in the Registration
Statement.
The offering of the Senior Secured Notes, the Transaction
and the redemption and repurchase of outstanding indebtedness are subject to
a variety of conditions, and there is no assurance that the transactions
will be completed.
On April 26, 1994, the registrant filed an amendment to its
articles of incorporation changing its name from Empire Gas Corporation to
Empire Gas Operating Corporation. Simultaneously, the Parent changed its
name from Empire Gas Acquisition Corporation to Empire Gas Corporation.
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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.
EMPIRE GAS OPERATING CORPORATION
BY: /s/ Robert W. Plaster
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Robert W. Plaster
Chief Executive Officer
and Chairman of the Board
Dated: April 29, 1994
