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
May 18, 1999 (May 16, 1999)
________________________________________________
Date of report (Date of earliest event reported)
All Star Gas Corporation
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Missouri 1-11393 43-1494323
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
P.O. Box 303
119 West Commercial Street
Lebanon, Missouri 65536
____________________________________________________________
(Address of Principal Executive Offices and Zip Code)
(417) 532-3103
____________________________________________________
(Registrant's telephone number, including area code)
N/A
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
A copy of the press release issued by All Star Gas Corporation on
May 18, 1999 is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release issued by the Company on May
18, 1999
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.
Dated: May 18, 1999
ALL STAR GAS CORPORATION
By: /s/ Valeria Schall
-------------------------
Name: Valeria Schall
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued by the Company on May 18,
1999
Exhibit 99.1
[ALL STAR GAS CORPORATION LOGO]
ALL STAR GAS CORPORATION PROPOSES RESTRUCTURING
NEW YORK, MAY 16, 1999 - In a meeting with noteholders today, All Star Gas
Corporation initiated discussions to exchange $127,200,000 of its 12-7/8%
senior secured notes for $70 million of new 10% senior secured notes, 30%
of the company's equity and a cash payment of $4.5 million. During the
meeting, Paul S. Lindsey, All Star Gas' Chairman and Chief Executive
Officer, stated that "The Company's capital structure is inconsistent with
the Company's sensitivity to volatile weather conditions. The goal of the
restructuring is to provide the Company with flexibility in the event of
continuing warmer than normal winters and with the appropriate capital
structure for financial stability and continued growth. Ideally, the
restructuring will provide holders of the 12-7/8% senior secured notes with
value consistent with their original investment in the company along with
the opportunity for future appreciation." Mr. Lindsey concluded his
comments by inviting the noteholders to form a committee to negotiate a
restructuring with the Company.
The Company stated that it would continue to explore all avenues to
consummate a restructuring that is in the best interest of the Company, its
creditors and its equity holders and would ideally seek to do so on a
consensual basis. The Company has retained PaineWebber Incorporated to
explore strategic alternatives.
The Company also stated that for the fiscal year ending June 30, 1999, it
expects to sell approximately 93 million gallons of propane at a projected
margin averaging 42 cents per gallon, and to generate earnings before
interest, taxes, depreciation and amortization of $14.5 million.
J. Marty Trickett, the Company's Chief Operating Officer, stated that
during four of the preceding five winters, the Company has experienced
warmer than normal weather conditions, and that with normal weather
conditions, the Company believes it would have been able to sell in excess
of 100 million gallons of propane and generate an EBITDA of approximately
$19 million in the current year.
This Press Release includes "forward-looking statements," within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act, which represent the Company's expectations or beliefs
concerning future events that involve risks and uncertainties. Although
the Company believes that the expectations reflected in such forward-
looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct. Investors and prospective investors
should read this Press Release in conjunction with the Company's Forms 10-K
and 10-Q which include additional information that could affect the
Company's financial results.
For additional information contact: Valeria Schall
All Star Gas Corporation
(417) 532-3103
All Star Gas Corporation
Post Office Box 303
119 West Commercial Street
Lebanon, Missouri 65536
Phone 417-532-3103 Fax 417-532-9827
