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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
July 17, 1996
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(Date of Report--Date of Earliest Event Reported)
USTrails Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-19743 75-2138671
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
2711 LBJ Freeway, Suite 200, Dallas, Texas 75234
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(Address of Principal Executive Offices)
(214) 243-2228
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(Registrant's Telephone Number, Including Area Code)
Inapplicable
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index on Page 4.
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Item 5. Other Events.
On July 17, 1996, USTrails Inc. (the "Company") consummated its
restructuring of the outstanding debt represented by its 12% Secured Notes due
1998. The restructuring is intended to permit the Company to build upon its
successful 1996 operating results by providing a new capital structure which is
consistent with the Company's business plan.
In the restructuring, the Company retired all of its outstanding 12%
Secured Notes. The Company purchased $10,070,000 in aggregate principal amount
of Secured Notes pursuant to its tender offer for $780 per $1,000 principal
amount, exchanged $81,790,000 in aggregate principal amount of Secured Notes
pursuant to its private exchange offer for in each case per $1,000 in principal
amount: $400 in cash (including $40.59 prepaid interest), $492 in principal
amount of Senior Subordinated Pay-In-Kind Notes due 2003 and 45 shares of Common
Stock. The remaining $9,598,000 in aggregate principal amount of Secured Notes
were redeemed at 100% of principal amount, plus accrued interest. New senior
secured financing in connection with the restructuring was provided by Foothill
Capital Corporation ("Foothill"). The facility provided by Foothill is a $38
million facility, of which $32 million was drawn at closing of the
restructuring.
The Company also made the interest payment due on the 12% Secured Notes on
July 15, 1996, plus applicable default interest, to holders of record on July 1,
1996. This interest payment had been withheld in light of the pending
restructuring transaction.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits
No. Description
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99.1 Press Release, dated July 18, 1996.
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SIGNATURE
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.
Dated: July 25, 1996
USTRAILS INC.
By: /s/ Walter B. Jaccard
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Walter B. Jaccard
Vice President
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EXHIBIT INDEX
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Page
No. Description No.
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99.1 Press Release, dated July 18, 1996.................. 5
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Exhibit 99.1
PRESS RELEASE
Dallas, Texas, July 18, 1996 -- USTrails Inc. [OTC:USTQ] announced today
that, on July 17, 1996, it consummated its restructuring of the outstanding debt
represented by its 12% Secured Notes due 1998. The restructuring is intended to
permit the Company to build upon its successful 1996 operating results by
providing a new capital structure which is consistent with the Company's
business plan.
In the restructuring, USTrails retired all of its outstanding 12% Secured
Notes. USTrails purchased $10,070,000 in aggregate principal amount of Secured
Notes pursuant to its tender offer for $780 per $1,000 principal amount,
exchanged $81,790,000 in aggregate principal amount of Secured Notes pursuant to
its private exchange offer for in each case per $1,000 in principal amount:
$400 in cash (including $40.59 prepaid interest), $492 in principal amount of
Senior Subordinated Pay-In-Kind Notes due 2003 and 45 shares of Common Stock.
The remaining $9,598,000 in aggregate principal amount of Secured Notes were
redeemed at 100% of principal amount, plus accrued interest. New senior secured
financing in connection with the restructuring was provided by Foothill Capital
Corporation. The facility provided by Foothill is a $38 million facility, of
which $32 million was drawn at closing of the restructuring.
USTrails also made the interest payment due on the 12% Secured Notes on
July 15, 1996, plus applicable default interest, to holders of record on July 1,
1996. This interest payment had been withheld in light of the pending
restructuring transaction.
USTrails and its subsidiaries own and operate a system of 58 membership-
based campgrounds, which is one of the largest private campground systems in the
United States. USTrails also manages timeshares facilities and owns certain
real estate at eight full service resorts and provides a reciprocal use program
for members of approximately 330 recreational facilities.
For further information contact:
Harry J. White, Jr. (214) 243-2228
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