AMPACE CORP
8-K, 1996-05-15
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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) March 31, 1996

                           AMPACE CORPORATION
- -------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

                                Delaware
- -------------------------------------------------------------------------------
             (State or other jurisdiction of incorporation)



                      0-25352               36-3988574
- -------------------------------------------------------------------------------
         (Commission File Number)        (I.R.S. Employer
                                        Identification No.)


            130 Mabry Hood Road, Suite 220 
               Knoxville, Tennessee                      37922
- -------------------------------------------------------------------------------
       (Address of principal executive offices)       (Zip Code)

                             (423) 691-5799
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           (Registrant's Telephone Number, Including Area Code)

                                   N/A
- -------------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)



<PAGE>

Item 2.   ACQUISITION OR DISPOSITION OF ASSETS.

     On April 2, 1996, Ampace issued a press release announcing the 
completion of the acquisition of all of the common stock of Amanday Express, 
Inc.  The information regarding such transaction is incorporated herein by 
reference to such press release.


                                       2

<PAGE>

                                 EXHIBITS

Exhibit 10.1   Press Release dated April 2, 1996 (filed herewith).
               
Exhibit 10.2   Agreement dated as of February 29, 1996 among Ampace Corporation,
               Ampace Acquisition, Inc., Amanday Express, Inc., Carl A. Cheshire
               and Elizabeth B. Cheshire.  Incorporated herein by reference
               to Ampace Corporation's Report on Form 10-KSB for the fiscal 
               year ended December 31, 1995 (Exhibit 10.35).

                                       3


<PAGE>

                                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.

                                    AMPACE CORPORATION



Date  May 9, 1996                   BY: s/ Bruce W. Jones
                                        -------------------------
                                        Bruce W. Jones, Chief Financial Officer
                                                 (Signature)




<PAGE>

                                   May 10, 1996

Securities and Exchange Commission
450 fifth Street, N.W.
Washington, D.C. 20549

     Re:    AMPACE CORPORATION ("THE COMPANY")
            CURRENT REPORT ON FORM 8-K
            SEC FILE NUMBER 0-25352

Gentlemen:

     Please find enclosed for filing by the Company is a Current Report on 
Form 8-K.

                                             Very truly yours,



                                             Joel R. Schaider
                                             for SACHNOFF & WEAVER, LTD.

JRS/idi
Enclosures



<PAGE>

                              [Letterhead]


Contact: Bruce W. Jones
         Ampace Corporation
         (501) 443-1974

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

                             AMPACE CORPORATION ANNOUNCES

                  COMPLETION OF ACQUISITION OF AMANDAY EXPRESS, INC.

     KNOXVILLE, Tenn., April 2--Ampace Corporation (Nasdaq/NMS: PACE) today 
announced that it has completed a transaction to acquire Amanday Express, 
Inc. of Asheboro, N.C., for cash and stock.

     Founded in 1987, Amanday is a full-load carrier servicing primarily the 
Southeast-based furniture industry. With about $8 million in revenues, 
Amanday operates 70 power units, including 20 owner-operators. Amanday's 
founder, Carl Cheshire, will stay on for a period to assist with the 
transition.

     Bruce W. Jones, chairman of Ampace Corporation, commented: "Amanday 
represents the second in a series of acquisitions resulting from our efforts 
over the past 12 months and will become the southeast anchor to our carrier 
network. Amanday offers Ampace a great opportunity to enter the furniture 
niche of the industry with a solid customer base, significant growth 
prospects and consistent earnings."

     Ampace Corporation is a transportation acquisition holding company based 
in Knoxville, Tenn. The company commenced operations in February 1995 with 
the completion of its initial public offering and simultaneous acquisition of 
MDX, a full-load carrier operating primarily in the midwestern and 
southeastern United States. The company's shares trade on the Nasdaq/NMS 
under the symbol PACE.

                             *       *      *
April 2, 1996
(0112)




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