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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): SEPTEMBER 24, 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 September 28, 1999, the Company announced the completion of a $12
million private placement of the Company's common stock.
The net proceeds of the transaction described above are reflected on the
pro forma consolidated balance sheet at August 31, 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
Exhibit 10.1 Pro Forma Balance Sheet dated as of August 31, 1999 (unaudited).
Exhibit 99.1 Press Release dated September 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: October 14, 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
August 31, 1999
(unaudited)
(in thousands)
AS ADJUSTED FOR
PRIVATE
ACTUAL PLACEMENT
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ASSETS
Current assets:
Cash and cash equivalents $ 2,724 $ 7,689
Trade receivables, net 19,023 19,023
Prepaid expenses and other assets 7,962 7,962
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Total current assets 29,709 34,674
Property and equipment, at cost 60,220 60,220
Less accumulated depreciation
and amortization (15,078) (15,078)
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Net property and equipment 45,142 45,142
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Excess of cost over net assets
acquired, net 13,677 13,677
Debt issuance cost, net 585 585
Other assets 284 284
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TOTAL ASSETS $ 89,397 $ 94,362
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 2,513 $ 2,513
Accounts payable 5,230 5,230
Accrued liabilities 491 385
Guaranteed obligation of
Employee Stock Ownership Plan 154 154
Current maturities of long-term
debt with unrelated parties 3,775 3,775
Current maturities of capital lease
obligations with unrelated parties 2,122 2,122
Current maturities of capital lease
obligations with related parties 6 6
Subordinated debt 461 ---
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Total current liabilities $ 14,752 $ 14,185
Line of credit 22,134 18,534
Long-term debt with unrelated parties,
less current maturities 16,405 16,405
Long-term debt with related party,
less current maturities 1,319 1,319
Capital lease obligations with
unrelated parties, less
current maturities 4,729 4,729
Deferred revenue 6,436 6,436
Accrued warrant accretion 1,318 1,318
Minority interest 711 711
Subordinated debt 1,640 500
Deferred income taxes 1,656 1,656
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Total liabilities 71,100 65,793
Stockholders' equity:
Common stock 1 1
Additional paid-in capital 23,520 34,141
Guarantee of Employee Stock
Ownership Plan obligation (154) (154)
Accumulated deficit (5,070) (5,419)
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Total stockholders' equity 18,297 28,569
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 89,397 $ 94,362
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EXHIBIT 99.1
ASCHE TRANSPORTATION SERVICES, INC. ANNOUNCES COMPLETION OF $12 MILLION
PRIVATE PLACEMENT OF COMMON STOCK
SAVINGS FROM REDUCED EXPENSES AND DEBT CONVERSIONS ARE EXPECTED TO RESULT
IN AN INCREASE IN ASCHE'S NET EARNINGS OF $2.7 MILLION
September 28, 1999 09:04 AM
SHANNON, Ill., Sept. 28 /PRNewswire/ -- Asche Transportation Services, Inc. ASHE
announced today the completion of a $12 million private placement of the
Company's common stock. Churchill Capital, Inc. ("Churchill"), through one of
its managed funds, Churchill Environmental & Industrial Equity Partners, L.P.
("CEIEP") purchased 2,666,667 shares of the Company's common stock for $4.50 per
share. It is intended that the net proceeds raised in the transaction, estimated
to be $10.5 million after commissions and expenses, along with the $9.1 million
raised from the modification of a long-term customer contract completed in June
1999 and the $3 million raised in a private placement of the Company's common
stock completed in July 1999 will be used by the Company to pay-off the
subordinated debt and call the warrants held by American Capital Strategies,
Ltd. ("ACS"), purchase the 10% ownership position in Specialty Transportation
Services, Inc. ("STS") held by ACS, pay-off all Asche Transportation Services,
Inc. subordinated debt, and will provide the Company with capital for growth and
for general corporate purposes.
"The savings from reduced expenses related to the above transactions along with
the various debt to equity conversions in January 1999, March 1999 and July 1999
are expected to result in an increase in net earnings of approximately $2.7
million on an annualized basis," commented Leon M. Monachos, CFO.
"This infusion of capital into the Company completes the recapitalization of the
Company's balance sheet and provides the Company sufficient growth capital to
continue our strategic plan of capitalizing on outsourcing opportunities that
exist in the municipal solid waste industry," stated Gary I. Goldberg, President
of STS.
Larry L. Asche, CEO stated, "We are extremely pleased to have completed this
private placement with such a reputable institution as Churchill and look
forward to long-term relationship." CEIEP is a $110 million fund dedicated to
providing equity capital to the environmental industry. Churchill is a privately
held corporation, headquartered in Minneapolis with offices in New York, that
manages nearly $1 billion of capital dedicated to funding unique debt and equity
investment strategies. John Quirk, Principal of Churchill commented, "We're
excited about the partnership with the Company and in particular with the growth
opportunities that exist in the municipal solid waste segment."
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
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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, 815-864-2421, CFO of Asche
Transportation, or Brian Grabowski of EBS Public Relations, Inc., 847-714-8600,
ext. 236, or Fax, 312-935-2001, or e-mail, [email protected], for Asche
Transportation.
SOURCE Asche Transportation Services
