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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): JULY 9, 1999
ASCHE TRANSPORTATION SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-24576 36-3964954
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(Commission File Number) (IRS Employer Identification No.)
10214 NORTH MT. VERNON ROAD, SHANNON, ILLINOIS 61078
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(Address of Principal Executive Offices) (Zip Code)
(815) 864-2421
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(Registrant's Telephone Number, Including Area Code)
AASCHE TRANSPORTATION SERVICES, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 9, 1999, Registrant entered into a Securities Purchase
Agreement, dated as of July 9, 1999, with James A. Jalovec (the "Securities
Purchase Agreement"). Pursuant to the terms of the Securities Purchase
Agreement, the Registrant issued 750,000 shares of its Common Stock ("Common
Shares") to Mr. Jalovec for $3,000,000. In connection with the issuance of the
Common Shares, Registrant agreed to (i) register the resale of the Common Shares
on Form S-3; (ii) permit Mr. Jalovec to designate two members to the Board of
Directors of Registrant; and (iii) retain Mr. Jalovec as an advisor to the Board
of Directors of Registrant at an annual fee of $30,000 until no later than June
30, 2004. Registrant has agreed with Mr. Jalovec to use the proceeds from the
sale of the Common Shares for the payment of indebtedness of Registrant or its
subsidiaries except any indebtedness payable to officers and directors of
Registrant or their affiliates. Additional information regarding this
transaction is set forth in the press release attached hereto as Exhibit 99.1.
EXHIBITS
Exhibit 10.1 Securities Purchase Agreement, dated as of July 9, 1999, between
James A. Jalovec and Registrant (incorporated by reference from Exhibit 1
to James A. Jalovec's Schedule 13D, filed with the Securities and Exchange
Commission on July 19, 1999 (File No. 005-50651).
Exhibit 99.1 Press Release.
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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.
ASCHE TRANSPORTATION SERVICES, INC.
Date: July 22, 1999 By: /s/ Leon M. Monachos
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Leon M. Monachos, Chief Financial Officer
(Signature)
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
JULY 15, 1999
ASCHE TRANSPORTATION SERVICES, INC.
ANNOUNCES THE COMPLETION OF A $3 MILLION PRIVATE PLACEMENT OF COMMON STOCK
SHANNON, IL, July 15 -- Asche Transportation Services, Inc. (Nasdaq: ASHE)
announced today the completion of a private placement of the Company's common
stock to an individual investor. The Company raised $3,000,000 in exchange for
750,000 shares of the Company's common stock. The proceeds will be used to
pay-off subordinated and senior debt of the Company. The savings from reduced
expenses related to this transaction are expected to result in an increase in
net earnings of approximately $250,000 in an annualized basis.
"The completion of this transaction along with the $9,100,000 proceeds raised
from the modification of a long-term customer contract completed in June 1999
are significant steps towards the total recapitalization of the Company,"
commented Leon M. Monachos, CFO.
Asche, 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. STS, as an operating
subsidiary of Asche, is a leading provider of municipal solid waste and bulk
industrial transport services. Its shares trade on the Nasdaq National Market
under the symbol ASHE.
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as, "forward looking statements"
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67. Forward-looking
statements may be identified by words including "anticipates," "believes,"
"intends," "estimates," "expects" and similar expressions. The Company cautions
readers that forward-looking statements, including without limitation, those
relating to the Company's future business prospects, revenues and income are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward looking statements, due to
several important factors, including, among others, those identified from time
to time in the Company's reports filed with the SEC. Such risk factors include,
but are not limited to, general economic conditions, availability of drivers,
fuel costs, labor costs, interest rates, competition and governmental
regulations.
