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)
JANUARY 8, 1996
FREYMILLER TRUCKING, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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OKLAHOMA 0-15503 73-1016728
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8621 NORTH ROCKWELL, OKLAHOMA CITY, OKLAHOMA 73132
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 720-6555
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 8, 1996, the United States Bankruptcy Court for the Western
District of Oklahoma ("Bankruptcy Court"), confirmed the First Amended Plan
of Reorganization of Freymiller Trucking, Inc., as Amended ("Plan of
Reorganization").
The Plan of Reorganization will be consummated on the Effective Date.
The Effective Date is a business day to be determined by Freymiller Trucking,
Inc. ("Registrant"), in its sole discretion, after January 8, 1996, on which (a)
no stay of the order confirming the Plan of Reorganization is in effect and (b)
all of the conditions to the Plan of Reorganization have been satisfied or
waived.
On the Effective Date, the name of the Registrant will be changed from
"Freymiller Trucking, Inc." to "Freymiller Liquidating Corp."
The Plan of Reorganization provides for the sale, on the Effective
Date, by the Registrant of certain assets of the Registrant to AmeriTruck
Distributing Corp. ("AmeriTruck") or its designee in exchange for a purchase
price of $2,475,989, subject to certain limited adjustments. The assets to be
sold to AmeriTruck include substantially all of the operating assets of the
Registrant, other than its accounts receivable and certain property, including
tractors and trailers, which are being abandoned to secured creditors. The Plan
of Reorganization also provides for the liquidation by the Registrant of its
then remaining assets. The proceeds of those sales are required, under the Plan
of Reorganization, to be used to fund distributions to the creditors of the
Registrant.
The Plan of Reorganization provides for the cancellation, on the
Effective Date, of all of the issued and outstanding shares of Common Stock, par
$0.01 per share ("Common Stock"). Following such cancellation, the Registrant
will have 10,000,000 authorized shares of Common Stock, none of which will be
issued and outstanding.
No distribution will be made under the Plan of Reorganization to
holders of Common Stock. The Plan of Reorganization further requires the
Registrant, as soon as practicable after the Effective Date, to make the
appropriate filing to deregister the shares of Common Stock under the Securities
Exchange Act of 1934, as amended.
After the liquidation and the distributions required by the Plan of
Reorganization have been completed, the Registrant will be dissolved.
Information with respect to the assets and liabilities of the
Registrant, presented in the form in which presented to the Bankruptcy Court, is
contained in the Estimated Results of Implementation of the Plan, which is
attached as Exhibit 99.1, and the Liquidation Analysis, which is attached as
Exhibit 99.2. These documents are based on assumptions with respect to the
market value of the assets of the Registrant and the liabilities of the
Registrant
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which management believes to be reasonable. However, there is no assurance
that those assumptions will prove to be accurate. If any assumption does not
prove to be accurate, the information presented in those documents may prove
to be inaccurate.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this Current Report on Form 8-K:
2.1 First Amended Plan of Reorganization of Freymiller Trucking,
Inc., as Amended
4.1 Form of First Amendment to Amended and Restated Articles of
of Incorporation of Freymiller Liquidating Corp. (formerly
Freymiller Trucking, Inc.)
99.1 Estimated Results of Implementation of Plan
99.2 Liquidation Analysis
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: January 26, 1996 Freymiller Trucking, Inc.
/s/ Richard E. Kuehn
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Richard E. Kuehn
Executive Vice President and Chief
Operating Officer
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