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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION L3 OR L5(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): AUGUST 10, 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)
NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 28, 1999, the Company announced the completion of an exchange
of $400,000 of subordinated debt bearing 14% interest for 88,894 shares of the
Company's Common Stock with certain unrelated individuals. Additionally, $85,917
of accrued interest owed to these individuals was exchanged for an additional
19,096 shares of the Company's Common Stock.
The net proceeds of the offering described above and the offering
completed on July 9, 1999 (as reported on Form 8-K filed with the Securities and
Exchange Commission on July 22, 1999) are reflected on the pro forma
consolidated balance sheet at June 30, 1999 (unaudited) attached hereto as
Exhibit 10.1.
Additional information regarding this transaction is set forth in the
press release attached hereto as Exhibit 99.1.
EXHIBITS
ITEM 7.
Exhibit 10.1 Pro Forma Balance Sheet dated as of June 30, 1999 (unaudited).
Exhibit 99.1 Press Release dated July 28, 1999
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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: August 10, 1999 By: /s/ Leon M. Monachos
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Leon M. Monachos, Chief
Financial Officer
(Signature)
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EXHIBIT 10.1
ASCHE TRANSPORTATION SERVICES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
AS ADJUSTED FOR
PRIVATE PLACEMENT
ACTUAL & DEBT CONVERSION
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ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 786 $ 786
Trade receivables, net 19,969 19,969
Prepaid expenses and other current assets 6,604 6,604
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Total current assets 27,359 27,359
Property and equipment, at cost 60,077 60,077
Less accumulated depreciation and amortization (14,568) (14,568)
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Net property and equipment 45,509 45,509
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Excess of cost over net assets acquired, net 13,870 13,870
Debt issuance cost, net 596 596
Other assets 292 292
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TOTAL ASSETS $ 87,626 $ 87,626
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 1,437 $ 1,437
Accounts payable 2,952 2,952
Accrued liabilities 905 732
Guaranteed obligation of Employee Stock Ownership Plan 155 155
Line of credit 5,790 4,277
Current maturities of long-term debt with unrelated parties 3,897 3,897
Current maturities of capital lease obligations with unrelated parties 2,248 2,248
Current maturities of capital lease obligations with related parties 33 33
Subordinated debt, less unamortized debt discount of $9 2,261 461
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Total current liabilities 19,678 16,192
Line of credit 18,636 18,636
Long-term debt with unrelated parties, less current maturities 16,593 16,593
Long-term debt with related party, less current maturities 1,319 1,319
Capital lease obligations with unrelated parties, less current maturities 4,894 4,894
Deferred revenue 6,540 6,540
Minority interest 683 683
Subordinated debt, less unamortized debt discount of $387 1,613 1,613
Deferred income taxes 1,656 1,656
Accrued warrant accretion 1,309 1,309
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Total liabilities 72,921 69,435
Stockholders' equity:
Common stock 1 1
Additional paid-in capital 20,144 23,630
Guarantee of Employee Stock Ownership Plan obligation (155) (155)
Accumulated deficit (5,285) (5,285)
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Total stockholders' equity 14,705 18,191
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 87,626 $ 87,626
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</TABLE>
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EXHIBIT 99.1
For Immediate Release
July 28, 1999
ASCHE TRANSPORTATION SERVICES, INC. EXCHANGES
SUBORDINATED DEBT FOR COMMON STOCK
SHANNON, Ill., July 28 /PRNewswire/ -- Asche Transportation Services, Inc.
(Nasdaq: ASHE - news) announced today that certain unrelated individuals
exchanged $400,000 of subordinated debt bearing 14% interest for 88,894 shares
of the Company's common stock. Additionally, $85,917 of accrued interest owed to
these individuals was exchanged for an additional 19,096 shares of the Company's
common stock. The Company originally incurred the subordinated debt in
connection with the financing of the acquisition of Specialty Transportation
Services, Inc. ("STS"). The transaction is expected to be anti-dilutive.
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.
For more information, contact Leon M. Monachos, CFO of Asche Transportation
Services, Inc., 815-864-2421, or Brian Grabowski of EBS Public Relations, Inc.
for Asche Transportation Services, Inc., 847-714-8600, ext. 236, or e-mail,
[email protected].
