<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)*
ASCHE TRANSPORTATION SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001
(Title of Class of Securities)
04362T100
(CUSIP Number)
KEVIN C. DOOLEY, ESQ.
SENIOR VICE PRESIDENT AND LEGAL COUNSEL
CHURCHILL CAPITAL, INC.
3100 METROPOLITAN CENTRE
333 SOUTH 7TH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 673-6708
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 24, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
(Continued on following pages)
<PAGE> 2
- --------------------------------- -------------------------------
CUSIP No.04362T100 13D Page 2 of 11 Pages
- --------------------------------- -------------------------------
================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS, L.P.
================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
================================================================================
3.
SEC USE ONLY
================================================================================
4.
SOURCES OF FUNDS
WC
================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
================================================================================
7.
NUMBER OF SOLE VOTING POWER
UNITS
BENEFICIALLY ======================================================
OWNED BY
EACH 8.
REPORTING SHARED VOTING POWER
PERSON WITH 4,138,983
======================================================
9.
SOLE DISPOSITIVE POWER
======================================================
10.
SHARED DISPOSITIVE POWER
2,666,667
================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,983
================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
================================================================================
14.
TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 3
- --------------------------------- -----------------------------
CUSIP No. 04362T100 13D Page 3 of 11 Pages
- --------------------------------- -----------------------------
================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C.
================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
================================================================================
3.
SEC USE ONLY
================================================================================
4.
SOURCES OF FUNDS
AF
================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
================================================================================
7.
NUMBER OF SOLE VOTING POWER
UNITS
BENEFICIALLY ======================================================
OWNED BY 8.
EACH SHARED VOTING POWER
REPORTING
PERSON WITH 4,138,983
======================================================
9.
SOLE DISPOSITIVE POWER
======================================================
10.
SHARED DISPOSITIVE POWER
2,666,667
================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,983
================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
================================================================================
14.
TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 4
- ---------------------- --------------------------
CUSIP No.04362T100 13D Page 4 of 11 Pages
- ---------------------- --------------------------
============ ===================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHURCHILL CAPITAL, INC.
================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
================================================================================
3.
SEC USE ONLY
================================================================================
4.
SOURCES OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
================================================================================
7.
NUMBER OF SOLE VOTING POWER
UNITS
BENEFICIALLY ======================================================
OWNED BY 8.
EACH SHARED VOTING POWER
REPORTING
PERSON WITH 4,138,983
======================================================
9.
SOLE DISPOSITIVE POWER
======================================================
10.
SHARED DISPOSITIVE POWER
2,666,667
================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,983
================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
================================================================================
14.
TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 5
SCHEDULE 13D
This Amendment No. 1, relates to shares of Common Stock, $0.0001 par
value per share ("Common Stock"), of Asche Transportation Services, Inc., a
Delaware corporation (the "Issuer") with principal offices located at 10214
North Mount Vernon Road, Shannon, Illinois 61078, and is being filed jointly by
Churchill Environmental & Industrial Equity Partners, L.P., a Delaware limited
partnership ("CEIP"), Churchill Capital Environmental, L.L.C., a Delaware
limited liability company ("CCE") and Churchill Capital, Inc., a Minnesota
corporation ("CCI" and together with CEIP and CCE, the "Reporting Persons"),
supplements and amends the statement on Schedule 13D originally filed with the
Commission on September 17, 1999 (as amended, the "Statement").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of investment partnership funds used by CEIP to
acquire the Common Stock was $12,000,000. As a result, CEIP, CCE, and CCI have
dispositive power over approximately 31% of the Issuer's Common Stock. CEIP and
the persons set forth on Schedule II hereof (collectively referred to as the
"Stockholders"), have entered into the Voting Agreements described in Item 4
below. As a result of the acquisition of the Common Stock and entry into the
Voting Agreements with the Stockholders, CEIP, CCE, and CCI may be deemed to
have beneficial ownership of approximately 48% of the Issuer's Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
On September 24, 1999, (the "Closing Date") the Issuer sold to CEIP,
and CEIP acquired from the Issuer, 2,666,667 shares of Common Stock at a price
of $4.50 per share, pursuant to the Stock Purchase Agreement (the "Stock
Purchase Agreement") dated August 17, 1999, by and between CEIP, the Issuer and
certain of its subsidiaries. The Stock Purchase Agreement provided, among other
things, that the Issuer would sell to CEIP (the "Churchill Transaction") either
(A) 2,666,667 shares of Common Stock at a price of $4.50 per share in cash if
the average closing price of the Common Stock on the NASDAQ for the ten
consecutive trading days immediately preceding the Closing Date of the Churchill
Transaction was less than $5.00 per share, or (B) 2,400,000 shares at a price of
$5.00 per share in cash if the average closing price of the Common Stock on the
NASDAQ for the ten consecutive trading days immediately preceding the Closing
Date of the Churchill Transaction was equal to, or greater than $5.00 per share
(the "Initial Shares"). The Stock Purchase Agreement also requires the Issuer to
issue to CEIP additional shares of Common Stock (the "Additional Shares") if the
highest average closing price on the NASDAQ of the Company's Common Stock for
any ten consecutive trading days beginning on September 1, 2000 and ending on
November 1, 2000 (the "Measurement Period") is less than $6.50.
Further, pursuant to the Stock Purchase Agreement, the Issuer, prior to
the Closing Date, took all steps necessary to increase the maximum size of its
Board of Directors (the "Board") from nine (9) members to fifteen (15) members.
Four (4) new members designated by CEIP (the "Churchill Designees") were elected
to the Board by unanimous written consent of the Board, and took office
effective upon the Closing Date.
In connection with, and as a condition to, the execution and delivery
of the Stock Purchase Agreement, CEIP and the Stockholders entered into voting
agreements, each dated August 17, 1999 (each a "Voting Agreement," and
collectively, the "Voting Agreements"). The Voting Agreements relate to an
aggregate 1,472,316 shares of the Issuer's Common Stock (the "Shares") owned by
the Stockholders
<PAGE> 6
which represents approximately 17% of the shares of Common Stock outstanding. As
was required by the Voting Agreements each Stockholder, at a Special Meeting of
Stockholders of the Issuer, held at the Best Western Clock Tower Resort and
Conference Center, 7801 East State Street, Rockford, Illinois, 61108, on
September 17, 1999, voted its Shares: (i) in favor of the amendment to the
Issuer's charter which increased the Issuer's authorized capital stock from
10,000,000 to 25,000,000 shares; (ii) in favor of the Churchill Transaction and
the execution and delivery by the Issuer of the Stock Purchase Agreement and the
agreements related thereto, the approval of the terms thereof and each of the
other transactions and actions contemplated thereby (and the matters related to
the consummation thereof); and (iii) in favor of amendments to the Issuer's
charter and by-laws which would increase the size of the Board to a maximum of
fifteen (15) members. Each of the Voting Agreements requires the Stockholders to
continue to vote in favor of the appointment of the Churchill Designees to the
Board of Directors of the Company, as contemplated by the Stock Purchase
Agreement, and each Voting Agreement terminates upon the termination of the
Stock Purchase Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of October 4, 1999, the Reporting Persons own directly
2,666,667 shares of Common Stock, representing approximately 31% of the Issuer's
Common Stock. However, as of October 4, 1999, under the definition of
"beneficial ownership" as set forth in Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), CEIP, CCE and CCI may also be deemed
to have beneficial ownership of the Shares pursuant to the Voting Agreements,
which require the Stockholders to vote at any meeting of holders of Common
Stock, however called, or in connection with any written consent of the holders
of shares of Common Stock, (i) in favor of the appointment of the Churchill
Designees, and (ii) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Issuer under the Stock Purchase Agreement or the
agreements related thereto or of the Stockholder under the Voting Agreement.
CEIP, by virtue of the Voting Agreements, has the power to direct the voting of
the Shares. CCE, as the general partner of CEIP, may be deemed to have the power
to direct the voting of the Shares. CCI, as the managing agent of CCE, may be
deemed to have the power to direct the voting of Shares. The Shares constitute
approximately 17% of the shares of Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Stock Purchase Agreement and the Churchill Transaction were
conditioned upon, among other things, the approval of the stockholders of the
Issuer and the Issuer of the entry into a Registration Rights Agreement (the
"Registration Rights Agreement"), dated September 24, 1999, with CEIP and an
Advisory Services Agreement (the "Advisory Services Agreement"), dated September
24, 1999, with CCI.
Pursuant to the terms of the Registration Rights Agreement, CEIP and
its permitted assignees ("Holders") have the right to request the Issuer to
register under and in accordance with the Securities Act of 1933, as amended,
all or any portion of their shares of Common Stock (a "Demand Registration"),
provided, however, that the minimum number of shares to be so registered will be
100,000 shares of Common Stock. The registration of such shares is subject to
adjustment by the underwriter participating in an underwritten offering. The
Holders will also have the right to register all or any portion of their shares
of Common Stock if the Issuer files a registration statement with the Securities
and Exchange Commission pursuant to a firm-commitment public offering of Common
Stock (a "Piggyback
<PAGE> 7
Registration"). The terms of the Registration Rights Agreement also provide that
in connection with a Demand Registration or Piggyback Registration, the Issuer
will indemnify the Holders for all losses incurred by the Holders resulting from
a violation by the Issuer of any law, or with respect to any untrue or allegedly
untrue statement of material fact contained in a registration statement or
prospectus or amendment or supplement thereto, or in any preliminary prospectus.
Similarly, the Holders agree to indemnify the Issuer for all losses incurred by
the Issuer in connection with any information furnished by the Holders to the
Issuer for use in connection with such registration statement or the related
prospectus.
Pursuant to the terms of the Advisory Services Agreement, CCI (the
"Advisor") will provide management and financial advisory services to the Issuer
and its subsidiaries upon the reasonable request of the Board of Directors of
the Issuer. Services rendered will include periodic review of the strategic
direction and plans of the Issuer and its subsidiaries, review and evaluation of
the annual business plan and budget of the Issuer and its subsidiaries, review
and evaluation of sales, profitability, working capital and other financing
requirements of the Issuer and its subsidiaries, and assistance to the Issuer
and its subsidiaries with respect to the identification and negotiation of
potential financing sources. In consideration of the services rendered by the
Advisor to the Issuer during the term of the Advisor's engagement, the Issuer
will pay the Advisor a monthly management fee of $10,000. The terms of the
Advisory Services Agreement also provide that the Issuer will indemnify the
Advisor and its affiliates against all losses incurred or which arise out of the
provision of its services. The Issuer will not, however, be required to
indemnify for losses resulting primarily from the gross negligence or willful
misconduct of the Advisor or its affiliates. Subject to the right of the Advisor
to terminate the Advisory Services Agreement upon written notice to the Issuer,
the term of the Advisor's engagement will continue until the earlier of (i) the
time CEIP, its successors and assigns no longer own in the aggregate more than
fifty percent (50%) of the shares of Common Stock acquired pursuant to the Stock
Purchase Agreement, or (ii) the fifth anniversary of the Advisor's appointment.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that the Reporting Persons are the
beneficial owners of the Shares referred to in this paragraph for purposes of
Section 13(d) of the Exchange Act or for any other purpose, and such beneficial
ownership is expressly disclaimed.
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 4, 1999
CHURCHILL ENVIRONMENTAL & INDUSTRIAL
EQUITY PARTNERS, L.P., a Delaware
limited partnership
By Churchill Capital Environmental,
L.L.C., a Delaware limited liability
company
Its General Partner
By Churchill Capital, Inc.
Its Managing Agent
By: /s/ Kevin C. Dooley
----------------------------
Name: Kevin C. Dooley
Title: Senior Vice President
and Legal Counsel
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 4, 1999
CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C.
By Churchill Capital, Inc.
Its Managing Agent
By: /s/ Kevin C. Dooley
------------------------------
Name: Kevin C. Dooley
Title: Senior Vice President
and Legal Counsel
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 4, 1999
CHURCHILL CAPITAL, INC.
By: /s/ Kevin C. Dooley
-------------------------------
Name: Kevin C. Dooley
Title: Senior Vice President
and Legal Counsel
<PAGE> 11
SCHEDULE II
RECORD OWNERSHIP OF COMMON STOCK
<TABLE>
<CAPTION>
Stockholders Shares
- ------------ -------
<S> <C>
Larry L. Asche 418,011
Diane L. Asche 416,342
Kevin M. Clark 410,956
Richard S. Baugh 115,075
Gary I. Goldberg 111,932
</TABLE>
