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
September 28, 1996
_________________________________
(Date of earliest event reported)
All Star Gas Corporation
(formerly Empire Gas Corporation)
______________________________________________________
(Exact name of Registrant as specified in its charter)
Missouri 1-6537 43-1494323
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
P.O. Box 303
1700 South Jefferson Street
Lebanon, Missouri 65536
____________________________________________________________
(Address of principal executive offices, including zip code)
(417) 532-3103
____________________________________________________
(Registrant's telephone number, including area code)
_____________________________________________________________
(Former name or former address, if changed since last report)
Item 5. Other Events
On September 28, 1996 All Star Gas Corporation
(formerly Empire Gas Corporation) (the "Registrant"),
Northwestern Growth Corporation, a South Dakota
Corporation ("NGC") and SYN Inc., a Delaware Corporation
("SYN") entered into an agreement (the "Agreement") for
the acquisition of various interests of the Registrant
and modification and termination of certain agreements
between NGC and SYN on the one hand, and the Registrant,
on the other hand. The Agreement, among other things,
provides that NGC will pay to the Registrant $15 million
($20 million if an underwritten public offering including
SYN takes place on or prior to December 31, 1997) for all
of the Registrant's interests in SYN and Myers Propane
Gas Company, an Ohio Corporation ("Myers"). The
Registrant may be entitled to an additional amount based
on a third party's indemnification obligations to SYN.
The Agreement will also terminate the management
agreements pursuant to which the Registrant controlled
the management of SYN and Myers.
During a transitional period, the Registrant
has agreed to continue to provide liquefied petroleum and
storage and other services to SYN and to evaluate further
opportunities for mutual benefit.
The Registrant has received a commitment letter
from its working capital facility lender to extend the
due date of the facility to June 28, 1998. A pro forma
consolidated condensed balance sheet of the Registrant
and its subsidiaries, reflecting the extension, is
attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
99.1 Pro Forma Consolidated Condensed
Balance Sheet
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.
ALL STAR GAS CORPORATION
By: /s/ Mark Castaneda
-----------------------
Mark Castaneda
Vice President Finance
Dated: October 10, 1996
Exhibit 99.1
ALL STAR GAS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands)
ASSETS
Pro Forma
June 30 Pro Forma June 30
1996 Adjustment 1996
------ ---------- ---------
CURRENT ASSETS
Cash $ 898 $ 898
Trade accounts re-
ceivable, net 4,308 4,308
Inventories 6,039 6,039
Prepaid expenses 276 276
Due from related
parties 1,261 1,261
Deferred income taxes 995 995
Receivable from sale
of retail locations 2,390 2,390
------ ------
Total Current Assets 16,167 16,167
------ ------
PROPERTY AND EQUIPMENT,
At Cost 97,407 97,407
Less accumulated
depreciation 29,497 29,497
------ ------
67,910 67,910
------ ------
OTHER ASSETS
Debt acquisition
costs, net of
amortization 4,228 4,228
Excess of cost over
fair value of net as
sets acquired, at am-
ortized cost 11,536 11,536
Other 2,161 2,161
------ ------
17,925 17,925
------ ------
Total Assets $ 102,002 $ 102,002
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Checks in process of
collection $ 2,794 $ 2,794
Current maturities of
long-term debt 7,358 (6,389) 969
Accounts payable and
accrued expenses 11,718 11,718
------ ------
Total Current
Liabilities 21,870 15,481
------ ------
LONG-TERM DEBT 115,500 6,389 121,889
------- -------
ACCRUED SELF INSURANCE
LIABILITY 540 540
------ ------
DEFERRED INCOME TAXES 8,935 8,935
------ ------
STOCKHOLDERS' EQUITY
(DEFICIT)
Common stock 14 14
Common stock purchase
warrants 1,227 1,227
Additional paid-in
capital 27,279 27,279
Retained earnings 14,612 14,612
------ ------
43,132 43,132
Treasury Stock, at cost (87,975) (87,975)
------- -------
Total Stockholders'
Equity (Deficit) (44,843) (44,843)
------- -------
Total Liabilities and
Stockholders' Equity $102,002 $102,002
======== ========
Note: The Pro Forma Adjustment reflects the receipt by
the Company of a commitment letter from the working
capital facility lender to extend the due date of the
facility to June 28, 1998.
