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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
May 12, 2000
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Date of report (Date of earliest event reported)
All Star Gas Corporation
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(Exact Name of Registrant as Specified in Charter)
Missouri 1-11393 43-1494323
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
P.O. Box 303
119 West Commercial Street
Lebanon, Missouri 65536
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(Address of Principal Executive Offices and Zip Code)
(417) 532-3103
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
A copy of the Press Release issued by All Star Gas Corporation on May
12, 2000 is filed as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
99.1 Press Release issued by All Star Gas Corporation on May
12, 2000.
Signatures
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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 12, 2000
ALL STAR GAS CORPORATION
By: /s/ Valeria Schall
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Name: Valeria Schall
Title: Executive Vice President
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PRESS RELEASE
May 12, 2000 - All Star Gas amends offer to purchase and solicitation of
consents to amendment of its 12 7/8% notes.
All Star Gas Corporation amended its offer to purchase (the "Offer")
all $127,200,000 of its 12 7/8% senior secured notes due 2004 and the consent
solicitation to the amendment of the indenture governing the notes. All Star has
extended the Offer to May 26, 2000. All Star has amended the Offer to purchase,
on a pro rata basis, 60% of all notes outstanding. The aggregate consideration
for the purchase and consent is $60,000,000, or $786 per $1,000 principal amount
of such offered notes, payable at closing of the Offer without any accrual of
interest. All Star has also amended its consent solicitation to require receipt
of consents from 100% of the holders of the outstanding notes not owned by All
Star or its affiliates for certain amendments to the indenture and the notes.
Through the amendments All Star will grant an additional security interest in
certain assets to holders of the notes and accelerate the maturity of the notes
to July 31, 2000. After consummation of the Offer All Star will be permitted to
redeem the remaining principal amount of the notes outstanding at $786 per
$1,000 principal amount without accrued interest up to the redemption date.
Approximately $91,135,000 of the notes have been tendered. Consummation of the
Offer is subject to several conditions including the amendment of the indenture
governing the notes and the notes. No assurance can be given that the
transaction will be completed as proposed.
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 All Star's expectations or beliefs concerning future events
that involve risks and uncertainties. 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 All Star's periodic
reports filed with the Securities and Exchange Commission.
For additional information contact Valeria Schall, All Star Gas
Corporation, 417- 532-3103.
