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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
JUNE 5, 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 Its 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)
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ITEM 5. OTHER EVENTS.
On June 5, 1996, USTrails Inc. (the "Company") announced that it has proposed
a restructuring (the "Restructuring") of its $101.5 million principal amount of
outstanding 12% Secured Notes due 1998 (the "Secured Notes"). As part of the
Restructuring, the Company has commenced a cash tender offer (the "Tender
Offer") for up to $20.1 million principal amount of Secured Notes at a price of
$740 for each $1,000 principal amount of Secured Notes, plus accrued interest
through July 15, 1996. The purpose of the Restructuring is to create a capital
structure for the Company consistent with its current business plan. As
previously disclosed, the Company believes that a recapitalization or
reorganization is required to address its future requirements for the Secured
Notes.
As part of the Restructuring, the Company is making a private offer to certain
holders of the Secured Notes to exchange their Secured Notes for a combination
of cash and newly issued debt and equity securities (the "Exchange Offer"). The
offering of these securities will not be registered under the Securities Act of
1933, and the securities may not be reoffered or sold absent registration or an
applicable exemption from the registration requirements of the Act. The Tender
Offer and the Exchange Offer are conditioned upon, among other things, holders
of at least $13 million principal amount of Secured Notes tendering in the
Tender Offer, holders of at least $81.3 million principal amount of Secured
Notes participating in the Exchange Offer, and the Company's receipt of $30
million of new senior secured financing required to complete the Restructuring
and a related working capital facility. This report does not constitute an
offer to sell, or the solicitation of an offer to buy, any of the securities
subject to the Exchange Offer.
Assuming the minimum required exchange, holders of Secured Notes participating
in the Exchange Offer will receive in the aggregate $32.5 million in cash, $30
million in principal amount of newly issued 12% Senior Subordinated Pay-In-Kind
Notes due 2003 ("Senior Subordinated PIK Notes"), $5 million in principal amount
of newly issued 12% Junior Subordinated Pay-In-Kind Notes due 2011 ("Junior
Subordinated PIK Notes") and 1,869,900 shares of the Company's common stock
representing approximately 33.5% of the common stock to be outstanding after the
Restructuring. The Exchange Offer consideration represents $400 in cash, $369
in principal amount of Senior Subordinated PIK Notes, $61.50 in principal amount
of Junior Subordinated PIK Notes and 23 shares of common stock for each $1,000
in principal amount of Secured Notes exchanged. The Tender Offer consideration
represents $740 for each $1,000 in principal amount of Secured Notes tendered.
Both tendering and exchanging holders of Secured Notes will receive accrued
interest through July 15, 1996.
The Company has proposed terms to certain financial institutions for the
required secured term loan and working capital facility, but has not yet
received a commitment for such financing. The Company's two largest Secured
Noteholders have advised the Company that they support the Restructuring and
intend to exchange their Secured Notes in the Exchange Offer. Consummation of
the Restructuring will require the combined participation of holders of not less
than $94.9 million (approximately 92.9%) in aggregate principal amount of the
Secured Notes in the Tender Offer and the Exchange Offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
No. Description
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99.1 Press Release dated June 5, 1996, from USTrails Inc.
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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 thereunto duly authorized.
USTRAILS INC.
Date: June 7, 1996 By: /s/Walter B. Jaccard
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Walter B. Jaccard
Vice President
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EXHIBIT INDEX
No. Description Page No.
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99.1 Press Release dated June 5, 1996, from USTrails Inc. 5
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EXHIBIT 99.1
[LOGO OF USTRAILS INC. APPEARS HERE]
USTRAILS INC.
FOR IMMEDIATE RELEASE
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USTRAILS INC. ANNOUNCES PROPOSED
RESTRUCTURING AND CASH TENDER
Dallas, Texas, June 5, 1996 -- USTrails Inc. [OTC:USTQ] announced today
that it has proposed a restructuring (the "Restructuring") of its $101.5 million
principal amount of outstanding 12% Secured Notes due 1998 (the "Secured
Notes"). As part of the Restructuring, USTrails Inc. (the "Company") has
commenced a cash tender offer (the "Tender Offer") for up to $20.1 million
principal amount of Secured Notes at a price of $740 for each $1,000 principal
amount of Secured Notes, plus accrued interest through July 15, 1996. The
purpose of the Restructuring is to create a capital structure for the Company
consistent with its current business plan. As previously disclosed, the Company
believes that a recapitalization or reorganization is required to address its
future requirements for the Secured Notes.
As part of the Restructuring, the Company is making a private offer to
certain holders of the Secured Notes to exchange their Secured Notes for a
combination of cash and newly issued debt and equity securities (the "Exchange
Offer"). The offering of these securities will not be registered under the
Securities Act of 1933, and the securities may not be reoffered or sold absent
registration or an applicable exemption from the registration requirements of
the Act. The Tender Offer and the Exchange Offer are conditioned upon, among
other things, holders of at least $13 million principal amount of Secured Notes
tendering in the Tender Offer, holders of at least $81.3 million principal
amount of Secured Notes participating in the Exchange Offer, and the Company's
receipt of $30 million of new senior secured financing required to complete the
Restructuring and a related working capital facility. This press release does
not constitute an offer to sell, or the solicitation of an offer to buy, any of
the securities subject to the Exchange Offer.
Assuming the minimum required exchange, holders of Secured Notes
participating in the Exchange Offer will receive in the aggregate $32.5 million
in cash, $30 million in principal amount of newly issued 12% Senior Subordinated
Pay-In-Kind Notes due 2003 ("Senior Subordinated PIK Notes"), $5 million in
principal amount of newly issued 12% Junior Subordinated Pay-In-Kind Notes due
2011 ("Junior Subordinated PIK Notes") and 1,869,900 shares of the Company's
common stock representing approximately 33.5% of the common stock to be
outstanding after the Restructuring. The Exchange Offer consideration
represents $400 in cash, $369 in
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principal amount of Senior Subordinated PIK Notes, $61.50 in principal amount of
Junior Subordinated PIK Notes and 23 shares of common stock for each $1,000 in
principal amount of Secured Notes exchanged. The Tender Offer consideration
represents $740 for each $1,000 in principal amount of Secured Notes tendered.
Both tendering and exchanging holders of Secured Notes will receive accrued
interest through July 15, 1996.
The Company has proposed terms to certain financial institutions for the
required secured term loan and working capital facility, but has not yet
received a commitment for such financing. The Company's two largest Secured
Noteholders have advised the Company that they support the Restructuring and
intend to exchange their Secured Notes in the Exchange Offer. Consummation of
the Restructuring will require the combined participation of holders of not less
than $94.9 million (approximately 92.9%) in aggregate principal amount of the
Secured Notes in the Tender Offer and the Exchange Offer.
USTrails, through it subsidiaries Thousand Trails, Inc. and National
American Corporation (NACO), owns and operates a system of 58 membership-based
campgrounds, which is one of the largest private campground systems in the
United States. USTrails also manages timeshare facilities and owns certain real
estate at eight full service resorts and provides a reciprocal use program for
members of approximately 330 recreational facilities.
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For further information contact:
Harry J. White, Jr., Chief Financial Officer (214) 243-2228
David Hartie, Hill and Knowlton (212) 885-0510
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