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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
ALL STAR GAS CORPORATION
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(Name of Company)
119 West Commercial Street
P.O. Box 303
Lebanon, MO 65536
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(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
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11% Senior Secured $50,880,000
Notes due 2003
Approximate date of proposed public offering:
As promptly as possible after the effective date of this
application for qualification
Name and address of agent for service:
Valeria Schall
Executive Vice President
All Star Gas Corporation
119 West Commercial Street
P.O. Box 303
Lebanon, MO 65536
The Company hereby amends this application for qualification on such
date or dates as may be necessary to delay its effectiveness until (i) the 20th
day after the filing of a further amendment, which specifically states that it
shall supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Company.
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GENERAL
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1. General Information.
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(a) Form of organization: Corporation.
(b) State or other sovereign power under the laws of which organized:
Missouri.
2. Securities Act exemption applicable.
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All Star Gas Corporation, a Missouri corporation (the "Company"), is
relying upon the exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9)
thereunder, in connection with the Company's exchange offer as described herein
(the "Exchange Offer"). The Exchange Offer is being made by the Company pursuant
to its Offering Circular dated November 2, 2000 ("Offering Circular"), and the
related Letter of Transmittal and Notice of Guaranteed Delivery of even date
therewith, and consists of an offer to exchange $50,880,000 of the Company's 11%
Senior Secured Notes due 2003 (the "New Notes") for the Company's outstanding
$50,880,000 12 7/8% Senior Secured Notes due 2000 (the "Old Notes").
The Company retained PaineWebber Incorporated ("PaineWebber") and Morgan
Stanley Dean Witter ("Morgan Stanley") to advise the Company as to the
structure, process and financial matters related to the Exchange Offer.
PaineWebber's and Morgan Stanley's services to the Company are limited solely to
such advisory services, and PaineWebber and Morgan Stanley will not, directly or
indirectly, solicit the exchange of Old Notes for New Notes under the Exchange
Offer or otherwise make recommendations with respect to acceptance or rejection
of the Exchange Offer. In exchange for such advisory services, PaineWebber and
Morgan Stanley will each be paid a flat fee upon consummation of the
transaction. The fee will not be based upon the level of participation in the
Exchange Offer. PaineWebber and Morgan Stanley will not be paid any commission
or similar variable type of remuneration.
The Company also has retained State Street Bank and Trust Company as the
"Exchange Agent" in connection with the Exchange Offer. The Exchange Agent will
provide to holders of Old Notes only information otherwise contained in the
Offering Circular and general information regarding the mechanics of the
exchange process. The Exchange Agent will provide the actual acceptance and
exchange services with respect to the exchange of Old Notes and New Notes. The
Exchange Agent will not solicit exchanges in connection with the Exchange Offer
or make recommendations as to the acceptance or rejection of the Exchange Offer.
The Exchange Agent will be paid reasonable fees directly by the Company for its
services.
There are no cash payments made or to be made by any holder of the
outstanding Old Notes in connection with the Exchange Offer.
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AFFILIATION
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3. Affiliates.
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Furnish a list or diagram of all affiliates of the Company and indicate the
respective percentages of voting securities or other bases of control.
Below is a list of direct and indirect subsidiaries of the Company as of
October 31, 2000. Unless otherwise indicated, all of the subsidiaries listed
below are wholly-owned by the Company.
All Star Gas Inc. of Arizona
All Star Gas Inc. of Arkansas
All Star Gas Inc. of Colorado
All Star Gas Inc. of Jacksonville
Empire Underground Storage, Inc.
All Star Gas Inc. of Missouri
Utility Collection Corporation
All Star Gas Field Services Corp
All Star Gas Inc. of South Carolina
All Star Gas Inc. of Wyoming
Empire Gas Corporation
All Star Development Corporation
All Star Transports, Inc. - Missouri
Red Top Gas Inc.
All Star Gas Inc. of California
All Star Gas Inc. of Idaho
All Star Gas Inc. of Arma
All Star Gas Inc. of Louisiana
All Star Gas Inc. of Michigan
All Star Airlines Inc
All Star Gas Inc. of North Carolina
All Star Gas Inc. of Ohio
All Star Gas Inc. of Oklahoma
All Star Gas Inc. of Oregon
All Star Gas Inc. of Texas
All Star Gas Inc. of Washington
All Star Gas Inc. of Indiana
All Star Gas Inc. of Nevada
All Star Energy Services Inc.
All Star Transports Inc. - Oregon
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MANAGEMENT AND CONTROL
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4. Directors and Executive Officers.
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List the names and complete mailing addresses of all directors and
executive officers of the applicant and all persons chosen to become directors
and executive officers. Indicate all offices with the applicant held or to be
held by each person named.
The names and addresses of the directors and executive officers of the
Company are set forth below. The title of each of the executive officers set
forth below refers to such executive officer's position with the Company.
NAME ADDRESS OFFICE
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Paul S. Lindsey, Jr. 119 West Commercial St. Chairman of the Board,
P.O. Box 303 Chief Executive Officer
Lebanon, MO 65536 and President
Kristin L. Lindsey 119 West Commercial St. Director and Executive
P.O. Box 303 Vice President
Lebanon, MO 65536
Bruce M. Withers, Jr. 119 West Commercial St. Director
P.O. Box 303
Lebanon, MO 65536
Jim J. Shoemake 119 West Commercial St. Director
P.O. Box 303
Lebanon, MO 65536
Valeria Schall 119 West Commercial St. Executive Vice President
P.O. Box 303
Lebanon, MO 65536
Bradley L. Beneke 119 West Commercial St. Senior Vice President-
P.O. Box 303 Operations
Lebanon, MO 65536
Robert C. Heagerty 119 West Commercial St. Senior Vice President
P.O. Box 303
Lebanon, MO 65536
J. Greg House, Sr. 119 West Commercial St. Vice President,
P.O. Box 303 Management Information
Lebanon, MO 65536 Systems
Andrew J. Stevens 119 West Commercial St. Assistant Vice President,
Treasurer
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5. Principal Owners of Voting Securities.
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Furnish the following information as to each person owning 10 percent or
more of the voting securities of the applicant.
As of October 31, 2000
PERCENTAGE OF
NAME AND VOTING
COMPLETE TITLE OF CLASS SECURITIES
MAILING ADDRESS OWNED AMOUNT OWNED OWNED
(1) (2) (3)
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Paul S. Lindsey, Jr. Common Stock 1,546,548 73.7
Kristin L. Lindsey Common Stock 762,125 36.3
(1) The address of both of the owners is c/o All Star Gas Corporation, P.O. Box
303, 119 W. Commercial Street, Lebanon, Missouri 65536.
(2) Mr. Lindsey's shares consist of 784,423 shares owned by the Paul S.
Lindsey, Jr. Trust established January 24, 1992 and 762,125 shares owned by
the Kristin L. Lindsey Trust established January 24, 1992. Mr. Lindsey has
the power to vote and to dispose of the shares held in the Kristin L.
Lindsey Trust. Mrs. Lindsey's shares consist of the shares owned by the
Kristin L. Lindsey Trust. Mrs. Lindsey disclaims ownership of the shares
held by her husband in the Paul S. Lindsey, Jr. Trust.
(3) Percentages presented are on a fully diluted basis and reflect issued and
outstanding options to acquire 435,700 shares of Common Stock and issued
and outstanding warrants to acquire 175,536 shares of Common Stock.
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UNDERWRITERS
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6. Underwriters.
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Give the name and complete mailing address of (a) each person who, within
three years prior to the date of filing the application, acted as an underwriter
of any securities of the obligor which were outstanding on the date of filing
the application, and (b) each proposed principal underwriter of the securities
proposed to be offered. As to each person specified in (a), give the title of
each class of securities underwritten.
(a) There was no person who acted as an underwriter within three years
prior to the date of filing the application of any securities of the Company
which were outstanding on the date of filing the application.
(b) There are no underwriters of the securities proposed to be offered in
the Exchange Offer.
CAPITAL SECURITIES
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7. Capitalization.
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(a) Furnish the following information as to each authorized class of
securities of the applicant.
(i) Equity Securities (as of October 31, 2000)
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
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Common Stock 20,000,000 shares 1,586,915 shares
$0.001 par value
(ii) Debt Securities (as of October 31, 2000)
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
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12 7/8% Senior Secured $50,880,000 $50,880,000
Notes due 2000
9% Subordinated Notes $ 9,729,000 $ 9,729,000
due 2007
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(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.
The holders of the Company's common stock have one vote per share for the
election of directors and all other matters, and have no cumulative voting
rights.
INDENTURE SECURITIES
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8. Analysis of Indenture Provisions.
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Insert at this point the analysis of indenture provisions required under
Section 305(a)(2) of the Trust Indenture Act of 1939, as amended.
For purposes of this Section 8, the "Indenture" refers to the Indenture,
dated as of December 1, 2000, by and between All Star, certain Subsidiary
Guarantors identified therein and State Street bank and Trust Company, as
Trustee (the "Trustee"). Other capitalized terms used in Section 8 are defined
in the Indenture or the Offering Circular.
A. EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to the
New Notes: (1) default in the payment of interest on any New Note when due,
continued for 30 days; (2) default in the payment of principal on any New Note
when due or a failure to redeem or purchase the Note Notes when required; (3)
default in the performance of any other covenants or agreements in the New
Notes, the Indenture or the Security Documents executed in connection therewith,
continued for 30 days after the date on which written notice of such default is
given to the Company by the Trustee or the Collateral Agent or to the Company
and the Trustee by Holders of at least 25% in principal amount of the New Notes
then outstanding; (4) except for any default existing on the Issue Date relating
to the Subordinated Notes and any instruments pertaining to the Tax Liabilities,
there shall have occurred either (a) a default by the Company or any Subsidiary
under any instrument under which there is or may be secured or evidenced any
Indebtedness of the Company or any Subsidiary (other than the New Notes) having
an outstanding principal amount of $2,000,000 or more individually or $5,000,000
or more in the aggregate that has caused the holders thereof to accelerate
payment thereunder or (b) a default by the Company or any Subsidiary in the
payment when due of any portion of the principal under any such instrument, and
such unpaid portion exceeds $2,000,000 individually or $5,000,000 in the
aggregate and is not paid, or such default is not cured or waived, within any
grace period applicable thereto; (5) except on account of the Tax Liabilities,
the final judgment or order (not covered by insurance) rendered against the
Company, or any Subsidiary, for the payment of money in an amount in excess of
$2,000,000 individually or $5,000,000 in the aggregate and during any
consecutive 30 day period subsequent to such final judgment or order there shall
not be in effect a stay of enforcement of such final judgment or order; (6)
certain events in bankruptcy, insolvency or reorganization in respect of the
Company (as more fully described in the Indenture); (7) the Trustee fails to
have a perfected security interest in any Collateral, (8) the
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cessation of effectiveness of any Subsidiary Guarantee as against any Subsidiary
Guarantor, or the finding by any judicial proceeding that any such Subsidiary
Guarantee is, as to any Subsidiary Guarantor, unenforceable or invalid, or the
written denial or disaffirmation by any Subsidiary Guarantor of its obligations
under its Subsidiary Guarantee; and (9) the cessation of effectiveness of any
material Security Document, or the finding by any judicial proceeding that any
material Security Document is unenforceable or invalid, or the written denial or
disaffirmation by the Company or a Lindsey Entity, as applicable, of its
obligations under the Security Documents.
If an Event of Default (other than an Event of Default specified in
subsection (6) of this Section 8A) with respect to the New Notes occurs and is
continuing, either the Trustee (by Notice to the Company) or the Holders of at
least 25 percent in principal amount of the New Notes (by notice to the Company
and the Trustee) may declare the principal amount of and accrued interest on all
New Notes to be due and payable immediately. If an Event of Default has occurred
as specified in subsection (6) of this Section 8A, the principal amount at
maturity of and interest on all New Notes shall ispo facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders of the New Notes. At any time after a declaration of
acceleration with respect to the New Notes has been made, but before a judgment
or decree based on acceleration has been obtained, the Holders of a majority in
principal amount of the New Notes may, under certain circumstances, rescind or
annul such acceleration.
B. AUTHENTICATION AND DELIVERY
The New Notes shall be executed on behalf of the Company upon the manual or
facsimile signature of two Officers of the Company. The Company's seal shall be
reproduced on the New Notes and the Subsidiary Guarantee of the Subsidiary
Guarantors shall be endorsed thereon. Upon delivery of the New Notes so executed
to the Trustee for authentication together with a Company Order signed by two
Officers for the authentication and delivery of the New Notes, the Trustee shall
authenticate the New Notes for original issue and delivery, such signed
certificate to be conclusive evidence that the New Notes have been authenticated
under the Indenture. The Indenture does not contain provisions regarding the
proceeds from issuance of the New Notes.
C. RELEASE OF PROPERTY SUBJECT TO LIEN
The Company's obligations under the New Notes are secured by liens on
Collateral. The Indenture provides with respect to a release of the Collateral,
that as long as no Event of Default shall have occurred and be continuing, at
the sole cost and expense of the Company, the Company shall be entitled at any
time and from time to time to request the Trustee to release a portion of the
Collateral, and the Trustee shall release such portion of the Collateral upon
payment in full of all obligations under the Indenture and the termination
thereof.
The Trustee shall not release any Lien on any Collateral pursuant to the
Indenture unless and until it shall have received from the Company (i) an
Officers' Certificate and an Opinion of Counsel certifying that all conditions
precedent to a release permitted under the Indenture have been met, to the
extent required by the TIA, and (ii) an Opinion of Counsel that the release of
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such Lien complies with the TIA and such other applicable documents required to
be complied with pursuant to the Indenture. Upon compliance with the provisions
required by the Indenture to effectuate a release, the Trustee shall execute,
deliver or acknowledge any necessary or proper instruments of termination,
satisfaction or release to evidence the release of any Collateral permitted to
be released pursuant to the Indenture. Proceeds of the sale of any Collateral
shall be applied in accordance with the Indenture.
D. SATISFACTION AND DISCHARGE
Subject to certain provisions set forth in the Indenture, the Indenture
shall cease to be of further effect and shall be discharged as to the New Notes
when (i) the Company delivers to the Trustee all outstanding New Notes for
cancellation or (ii) all outstanding New Notes have become due and payable and
the Company or a Subsidiary Guarantor irrevocably deposits with the Trustee as
trust funds solely for the benefit of the Holders for that purpose funds
sufficient to pay at maturity the principal of and all accrued interest on all
outstanding New Notes.
E. EVIDENCE OF COMPLIANCE WITH CONDITIONS AND COVENANTS
The Company shall, within 120 days after the close of each fiscal year
following the issuance of the New Notes, file with the Trustee an Officers'
Certificate, with one of the Officers executing the same being the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, covering the period from the date of issuance of the New
Notes to the end of the fiscal year in which the New Notes were issued, in the
case of the first such certificate, and covering the preceding fiscal year in
the case of each subsequent certificate, and stating whether or not, to the
knowledge of each such executing officer, the Company and each Subsidiary
Guarantor has complied with and performed and fulfilled all conditions and
covenants on its part contained in the Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions
contained in the Indenture, and, if any such signer has obtained knowledge of
any default by the Company in the performance, observance or fulfillment of any
such condition, covenant, term or provision specifying each such default and the
nature thereof.
2. Other Obligations
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Give the name and complete mailing address of any person, other than the
applicant, who is an obligor under the Indenture Securities.
NAME COMPLETE MAILING ADDRESS
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All Star Gas Inc. of Arizona 119 West Commercial Street
All Star Gas Inc. of Arkansas P.O. Box 303
All Star Gas Inc. of Colorado Lebanon, MO 65536
All Star Gas Inc. of Jacksonville
Empire Underground Storage, Inc.
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All Star Gas Inc. of Missouri
Utility Collection Corporation
All Star Gas Field Services Corp
All Star Gas Inc. of South Carolina
All Star Gas Inc. of Wyoming
Empire Gas Corporation
All Star Development Corporation
All Star Transports, Inc. - Missouri
All Star Gas Inc. of California
All Star Gas Inc. of Idaho
All Star Gas Inc. of Arma
All Star Gas Inc. of Louisiana
All Star Gas Inc. of Michigan
All Star Airlines Inc
All Star Gas Inc. of North Carolina
All Star Gas Inc. of Ohio
All Star Gas Inc. of Oklahoma
All Star Gas Inc. of Oregon
All Star Gas Inc. of Texas
All Star Gas Inc. of Washington
All Star Gas Inc. of Indiana
All Star Gas Inc. of Nevada
All Star Energy Services Inc.
All Star Transports Inc. - Oregon
CONTENTS OF APPLICATION FOR QUALIFICATION.
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This application for qualification comprises:
(a) Pages number one to twelve, consecutively.
(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference to
Exhibit 99 hereto).
(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the Trustee:
(i) Exhibit T3A.1 - The Company's Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No. 33-53343).
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(ii) Exhibit T3A.2 - The Company's Certificate of Amendment to the
Articles of Amendment of the Company, dated April 26, 1994,
relating to the change of name (incorporated herein by reference
to Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (No. 33-53343).
(iii) Exhibit T3B - The Company's Bylaws (incorporated herein by
reference to Exhibit 3.3 to the Company's Registration Statement
on Form S-1 (No. 33-53343).
(iv) Exhibit T3C - Indenture, dated as of December 1, 2000, by and
among the Company, certain Subsidiary Guarantors (as defined in
the Indenture) and State Street Bank and Trust Company.
(v) Exhibit T3D - Not applicable.
(vi) Exhibit T3E.1 - Form of Offering Circular, dated as of November
2, 2000.
(vii) Exhibit T3E.2 - Form of Letter of Transmittal, dated as of
November 2, 2000.
(viii) Exhibit T3E.3 - Form of Notice of Guaranteed delivery dated as
of November 2, 2000.
(ix) Exhibit T3E.4 - Form of Letter to Beneficial Owners dated as of
November 2, 2000.
(x) Exhibit T3E.5 - Form of Letter to DTC Participants, dated as of
November 2, 2000.
(xi) Exhibit T3E.6 - Form of Letter to Clients, dated as of November
2, 2000.
(xii) Exhibit T3F - Cross-Reference Sheet.
(xiii) Exhibit 99 - Form T-1 Statement of Eligibility of State Street
Bank and Trust Company under the First Indenture Act of 1939
with respect to the New Notes.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, All Star Gas Corporation, a corporation organized and existing under
the laws of the State of Missouri, has duly caused this application to be signed
on its behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunder affixed and attested, all in the City of Lebanon, and State of
Missouri, on the 31 day of October, 2000.
(SEAL) ALL STAR GAS CORPORATION
By: /s/ Valeria Schall
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Valeria Schall
Executive Vice President
Attest: By: /s/ Robert L. Matthews
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Robert L. Matthews
Assistant Secretary
