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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2000
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 04362T100 13D Page 2 of 11 Pages
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS, L.P.
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2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
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3.
SEC USE ONLY
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4.
SOURCE OF FUNDS
WC
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5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
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7.
NUMBER OF SOLE VOTING POWER
UNITS
BENEFICIALLY ===========================================================
OWNED BY 8.
EACH SHARED VOTING POWER
REPORTING 4,138,983
PERSON WITH ===========================================================
9.
SOLE DISPOSITIVE POWER
===========================================================
10.
SHARED DISPOSITIVE POWER
2,666,667
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,983
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
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14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 04362T100 Page 3 of 11 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,138,983
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,666,667
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,138,983
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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SCHEDULE 13D
CUSIP NO. 04362T100 Page 4 of 11 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
CHURCHILL CAPITAL, INC.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
AF
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
MINNESOTA
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,138,983
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,666,667
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,138,983
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
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PAGE 2
This Amendment No. 3 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"). This Amendment No. 3
supplements and amends the statement on Schedule 13D originally filed with the
Commission on September 17, 1999, as amended by Amendment No. 1 filed with the
Commission on or about October 6, 1999 ("Amendment No. 1"), and Amendment No. 2
filed with the Commission on May 24, 2000 ("Amendment No. 2") (as amended, the
"Statement").
Item 3. Source and Amount of Funds or Other Consideration
As described more fully in Amendment No. 2, if the Transaction (as defined
below) is consummated, the Issuer will issue the Warrant (as defined below) to
CEIP in consideration of a $7,000,000 investment by CEIP in Specialty
Transportation Services, Inc., a wholly owned subsidiary of the Issuer ("STS").
The proceeds of such loan are to be used as working capital by STS and to fund
an intercompany loan (the "Intercompany Loan") in the amount of $2,250,000 by
STS to the Issuer. The source of the funds to be invested in STS by CEIP, a
private investment fund, as part of the Transaction are investment funds
provided to CEIP by its limited partners.
Item 4. Purpose of Transaction
On June 9, 2000, CEIP, STS and the Issuer entered into a letter of intent
(the "Letter of Intent") setting forth the terms of a transaction (the "
Transaction") pursuant to which CEIP would invest $7,000,000 in STS in exchange
for (a) a senior subordinated convertible promissory note (the "Note")
convertible at any time into at least 70% but no more than 85% of the common
stock of STS (such variance to depend upon the amount and form of interest paid
under the Note and whether certain cash flow targets for STS's 2000 fiscal year
are achieved) and (b) the issuance by the Issuer of a warrant (the "Warrant") to
acquire the number of shares of Common Stock that, upon exercise of the Warrant,
would result in CEIP owning 53% of the outstanding Common Stock on a fully
diluted basis when combined with all shares of Common Stock held by CEIP. Many
of the terms of the Transaction are contained in two term sheets attached to the
Letter of Intent as Exhibit A thereto (the "Term Sheets"), earlier versions of
which were presented by CEIP to the Special Committee of the Board of Directors
of the Issuer on May 19, 2000, as described in Amendment No. 2. The May 19
versions of the Term Sheets and the Term Sheets attached to the Letter of Intent
as Exhibit A are substantially the same. The only material differences between
the two versions of the Term Sheets are the following additional terms contained
in the Term Sheets attached to the Letter of Intent:
1. CEIP's equity stakes in STS (following conversion of the Note) and the
Issuer (following issuance of the Warrant) would be protected by
customary anti-dilution provisions, including (in the case of the Common
Stock) automatic adjustments for new grants of options to management of
the Issuer to purchase an aggregate of more than 1% of the outstanding
Common Stock.
2. CEIP would be granted a second priority security interest securing the
Note and the Issuer would be granted a second priority security interest
securing the Intercompany Loan. Both security interests would be created
in personal property collateral of the respective borrowers, and state
and local filings would be made by CEIP and the Issuer (as respective
secured parties) to perfect their respective security interests in all
personal property other than motor vehicles and trailers.
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3. All closing, legal and other professional fees payable by the Issuer to
or on behalf of CEIP in connection with the Transaction would be paid at
the closing, except for the Closing Fee (as defined in the Term Sheets),
which would be paid under payment terms to be negotiated prior to the
closing of the Transaction.
4. The closing of the Transaction would be conditioned upon STS and the
Issuer reaching agreements with certain of their respective creditors
regarding restructuring certain debts and securing the approval of the
Transaction by such creditors.
The Letter of Intent is non-binding on the parties except for certain
specifically identified binding provisions. The binding provisions include
provisions (1) establishing a period of exclusivity of negotiations with respect
to the Transaction between the Issuer and STS and CEIP; (2) providing that fees
and expenses of CEIP will be paid by the Issuer under certain circumstances; (3)
prohibiting the parties from making public announcements regarding the
Transaction without the approval of the other party(ies); and (4) setting forth
indemnifications of CEIP and its affiliates by the Issuer and STS under certain
circumstances.
The Letter of Intent contemplates the parties will promptly prepare and
negotiate definitive agreements and that the Transaction will be consummated no
later than July 7, 2000, provided that certain conditions precedent identified
in the Letter of Intent have been satisfied. The Special Committee of the Board
of Directors of the Issuer approved the execution and delivery of the Letter of
Intent, and on June 15, 2000, the Board of Directors of the Issuer voted to
approve the Letter of Intent and its terms. (The members of the Board of
Directors of the Issuer designated by CEIP abstained from such vote.)
Item 5. Interest in Securities of the Issuer
As of the date of filing of this Amendment No. 3 to the Statement, the
Reporting Persons directly own 2,666,667 shares of Common Stock, representing
approximately 31% of the outstanding Common Stock. And as more fully described
and reported in Amendment No. 1, CEIP, CCE and CCI may be deemed to have
"beneficial ownership" (as defined in Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) (the "Exchange Act") of approximately an additional 17% of
the shares of outstanding Common Stock. As described above, if the Transaction
is consummated and the Warrant is exercised by CEIP, CEIP would hold
approximately 53% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
If the Transaction is consummated and the Warrant is issued, CEIP would own
and hold the right to acquire an aggregate of approximately 53% of the
outstanding shares of Common Stock on a fully diluted basis.
Neither the filing of this Statement nor any of its contents shall be
deemed to constitute an admission that the Reporting Persons (or any of them)
are the beneficial owners of any shares of Common Stock referred to herein for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
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PAGE 4
SIGNATURE
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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: June 21, 2000
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
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PAGE 5
SIGNATURE
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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: June 21, 2000
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
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PAGE 6
SIGNATURE
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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: June 21, 2000
CHURCHILL CAPITAL, INC.
By: /s/ Kevin C. Dooley
---------------------------------------
Name: Kevin C. Dooley
Title: Senior Vice President
and Legal Counsel
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EXHIBIT INDEX
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Exhibit 7.1. Letter of Intent dated June 9, 2000 (and approved and
adopted by the Board of Directors of the Issuer on June 15, 2000), among the
Issuer, STS and CEIP
