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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
Date of report (date of earliest event reported): JANUARY 30, 1998
AASCHE TRANSPORTATION SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-24576 36-3964954
(Commission File Number) (IRS Employer Identification No.)
10214 NORTH MT. VERNON ROAD, SHANNON, ILLINOIS 61078
- ---------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
(815) 864-2421
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(Registrant's Telephone Number, Including Area Code)
NONE
----
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 3, 1998, Aasche Transportation Services, Inc. (the
"Company") issued a press release concerning the completion of the acquisition
by the Company of the municipal solid waste transport division of Jack Gray
Transport, Inc. Additional information regarding this transaction is set forth
in the press release, which is attached hereto as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses to be acquired
It is impracticable for the Company to file the required
financial statements as of the date hereof. The required financial statements
shall be filed by the Company as soon as practicable, but in no event shall such
financial statements be filed later than 60 days after the due date of this Form
8-K.
(b) Pro forma financial information
It is impracticable for the Company to file the required pro
forma financial information as of the date hereof. The required pro forma
financial information shall be filed by the Company as soon as practicable, but
in no event shall such pro forma financial information be filed later than 60
days after the due date of this Form 8-K.
(c) Exhibits
10.1 Press Release dated February 3, 1998.
10.2 Asset Purchase Agreement dated September 24, 1997
between Gary I. Goldberg and Jack Gray Transport,
Inc.(1)
10.3 Assignment of Asset Purchase Agreement dated
September 29, 1997 between Gary I. Goldberg and
Aasche Transportation Services, Inc. (1)
10.4 Amendment No. 1 to Asset Purchase Agreement dated as
of January 2, 1998 between Gary I. Goldberg, Jack
Gray Transport, Inc. and Aasche Transportation
Services, Inc.
10.5 Assignment of Asset Purchase Agreement dated January
30, 1998 between Aasche Transportation Services, Inc.
and Specialty Transportation Services, Inc.
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(1) Incorporated by reference from the Company's Report
on Form 10-Q for the quarter ended September 30,
1998 (File No. O-24576).
2
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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.
AASCHE TRANSPORTATION SERVICES, INC.
Date: February 11, 1998 By: /s/ Leon M. Monachos
---------------------------------
Leon M. Monachos, Chief Financial
Officer
(Signature)
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Exhibit 10.1
FOR IMMEDIATE RELEASE
FEBRUARY 3, 1998
AASCHE TRANSPORTATION SERVICES, INC.
COMPLETES ACQUISITION OF
THE MUNICIPAL SOLID WASTE TRANSPORT DIVISION
OF JACK GRAY TRANSPORT, INC.
SHANNON, IL - FEBRUARY 3, 1998 - AASCHE TRANSPORTATION SERVICES, INC.
(NASDAQ/NNM:ASHE) announced today the completion of the acquisition of the
municipal solid waste transport division of Jack Gray Transport, Inc. (the
"Waste Transport Business") for $30 million in cash. The Waste Transport
Business will be operated through Specialty Transportation Services, Inc.
("STS"), a newly formed subsidiary of Aasche, headquartered in Portage, Indiana.
STS transports municipal solid and special waste under contracts ranging from
five to twenty years with municipalities and large national waste service
companies, including Waste Management, Browning-Ferris and Republic Waste
Industries. Financing for the acquisition was provided through a senior credit
facility by Mellon Bank, N.A. and through subordinated debt and equity financing
by American Capital Strategies, Ltd., a specialty finance company based in
Bethesda, Maryland, which also holds a 10% ownership interest in STS.
Revenues for the twelve months ended December 31, 1997 and the year ended
December 31, 1996 for the Waste Transport Business were approximately
$34,593,000 and $30,616,000, respectively.
Under exclusive waste transfer contracts, STS transports solid and special waste
from transfer stations to landfill sites owned by either the municipality or a
waste services company. STS services these waste contracts from terminals in the
following metropolitan areas: Portland, Oregon; Long, Island, New York; Los
Angeles, California; Phoenix, Arizona; Nashville, Tennessee; Seattle,
Washington; Greensboro, North Carolina; and Spartanburg, South Carolina. One of
STS' principal contracts is a 20 year contract averaging approximately $10
million per year with a tri-county governmental agency in Portland, Oregon,
known as the Metro Sanitary District, to haul virtually all of the county's
waste.
STS is managed by a seasoned group of executives and terminal managers led by
Gary I. Goldberg. Mr. Goldberg has entered into a five year employment agreement
to serve as the President of STS and will continue as a member of Aasche's Board
of Directors. In addition, he is expected to be elected shortly as Vice
President of Aasche. Mr. Goldberg organized the waste transport division of Jack
Gray Transport fifteen years ago and served as its executive vice president
prior to joining STS.
STS will be operated as a stand-alone business unit separate from Aasche's
existing temperature-controlled operations with separate tractors, trailers,
drivers and operations personnel.
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Exhibit 10.1
According to Mr. Goldberg, "As the only national for-hire carrier of municipal
solid waste, we believe that STS is well positioned to take advantage of the
significant growth opportunities in the municipal waste industry which are being
experienced due to the accelerated outsourcing of transportation by the large
waste companies. Based on our strong customer relationships with the major waste
companies, we expect to capture a large share of the newly outsourced business."
"This acquisition adds diversity to our existing operations as well as a
significant increase in our overall revenue base," commented Larry L. Asche,
Chairman and Chief Executive Officer of Aasche.
"As a direct subsidiary of Aasche, STS expects to generate operating synergies,
including enhanced purchasing capabilities to reduce costs, increased management
depth and strengthened administrative and accounting related functions" added
Leon M. Monachos, Aasche's CFO.
Aasche, through its operating subsidiaries, Asche Transfer, Inc. and AG
Carriers, Inc., is a leading provider of temperature-controlled, time sensitive
transportation of frozen foods, juice concentrates, perishable commodities,
household and retail commodities, and tropical foliage. Its shares trade on the
NASDAQ National Market under the symbol ASHE.
This release contains forward-looking statements relating to future financial
results or business expectations. Business plans may change as circumstances
warrant. Actual results may differ materially as a result of factors over which
the company has no control. Such factors include, but are not limited to:
general economic conditions, availability of drivers, labor costs, interest
rates, competition and governmental regulations. These risk factors and
additional information are included in the company's reports on file with the
Securities and Exchange Commission.
*****
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Exhibit 10.4
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 (the "AMENDMENT") to the ASSET PURCHASE AGREEMENT
is made and entered into as of this 2nd day of January, 1998 by and between Jack
Gray Transport, Inc., an Indiana corporation ("JGT"), Gary I. Goldberg
("GOLDBERG") and Aasche Transportation Services, Inc., a Delaware corporation
("AASCHE").
RECITALS
A. JGT and Goldberg entered into that certain Asset Purchase Agreement
dated as of September 24, 1997 (the "AGREEMENT").
B. Goldberg assigned certain of his rights and interests in the
Agreement to Aasche pursuant to a certain Assignment of Asset Purchase Agreement
dated as of September 29, 1997 which Assignment was consented to by JGT by a
consent dated as of October 15, 1997.
C. In view of the complicated nature of the financing, additional time
is required to prepare and negotiate the lending documents.
D. The parties hereto desire to extend the time for Closing the
transaction in the manner set forth in this Amendment.
TERMS
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, JGT, Goldberg and
Aasche agree as follows:
1. All defined terms shall have the meaning ascribed to them in the
Agreement.
2. Aasche agrees to pay JGT $200,000 as consideration for the
agreements contained in this Amendment, which amount shall be treated as
additional Purchase Price. In the event such payment is not received by JGT by
4:00 p.m., Chicago time, on January 9, 1998, this Amendment shall be null and
void. Said amount shall be paid by check.
3. In Section 7.2, clause (A) shall be stricken in its entirety.
4. In Section 8.1, reference to the date "January 2, 1998" shall be
changed to "January 30, 1998." The last sentence in Section 8.1 shall be
stricken in its entirety.
5. In Section 11.1(c), reference to the date "January 2, 1998" shall be
changed to "January 30, 1998." Section 11.1(d) shall be stricken in its
entirety.
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Exhibit 10.4
6. Nothwithstanding anything to the contrary contained in the Agreement
or in this Amendment, JGT, Aasche and Goldberg acknowledge and agree that during
the period between January 2, 1998 and the Closing Date: (i) JGT shall not be
required to pay any salary or other compensation to Goldberg who shall continue
as Executive Vice President of JGT; (ii) JGT shall, and shall cause John S. Gray
as President of JGT, to manage and conduct the Business in substantially the
same manner as has been conducted prior to the date of the Agreement; (iii) JGT
shall not purchase or lease any tractor, trailer or other equipment between the
date of this Amendment and the Closing Date unless such purchase or lease has
been approved by the President of JGT; and (iv) JGT shall not enter into any
contract (written or oral) for the provision of trucking services, unless such
contract has been approved by the President of JGT.
7. Except as expressly provided herein, nothing in this Amendment shall
be deemed to waive or modify any of the provisions of the Agreement. In the
event of any conflict between the Agreement, this Amendment or any other
amendment or addendum thereof, the document later in time shall prevail.
8. The Amendment may be executed simulaneously in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
JACK GRAY TRANSPORT, INC.
By: /s/ John S. Gray
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John S. Gray, President
AASCHE TRANSPORTATION SERVICES, INC.
By: /s/ Leon M. Monachos
---------------------------------
Leon M. Monachos, Chief
Financial Officer
/s/ Gary I. Goldberg
---------------------------------
Gary I. Goldberg
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Exhibit 10.5
ASSIGNMENT OF
ASSET PURCHASE AGREEMENT
THIS ASSIGNMENT is made and entered into this 30th day of January, 1998
by and between Aasche Transportation Services, Inc. ("AASCHE") and Specialty
Transportation Services, Inc. ("STS").
A. Gary I. Goldberg ("GOLDBERG") and Jack Gray Transport, Inc. have
entered into an Asset Purchase Agreement dated September 24, 1997, as amended by
amendment dated as of January 2, 1998 (the "AGREEMENT"), pursuant to which
Goldberg agreed to purchase certain assets from Jack Gray Transport, Inc.
relating to the business of providing transportation services related to
municipal solid waste.
B. Goldberg and Aasche entered into an Assignment of Asset Purchase
Agreement dated as of September 29, 1997 pursuant to which Goldberg assigned
certain of his rights and interests in the Agreement to Aasche.
C. Aasche desires to assign to STS certain provisions of the Agreement
and STS desires to accept an assignment to the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated herein, and the mutual premises herein contained, and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:
1. Aasche hereby assigns to STS all of its rights and interests in and
to the Agreement.
2. STS hereby accepts the assignment by Aasche of all of its rights and
interests in and to the Agreement and hereby assumes all of Aasche's obligations
under the Agreement.
3. Aasche agrees that it will promptly and duly execute and deliver any
and all further instruments and documents as STS may reasonably require in
obtaining the full benefits of this Assignment and the rights and powers herein
granted.
4. This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their permitted successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the date first above written.
AASCHE TRANSPORTATION SERVICES, INC.
By: /s/ Leon M. Monachos
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Leon M. Monachos, Chief Financial
Officer
SPECIALTY TRANSPORTATION SERVICES, INC.
By: /s/ Gary I. Goldberg
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Gary I. Goldberg, President
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CONSENT
The undersigned hereby consents to the foregoing Assignment.
JACK GRAY TRANSPORT, INC.
Dated: January 30, 1998 By: /s/ Barbara A. Milligan
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Barbara A. Milligan, Vice-President
