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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 24, 2003
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ALL STAR GAS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
MISSOURI
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(State or Other Jurisdiction of Incorporation)
033-53343 43-1494323
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(Commission File Number) (I.R.S. Employer Identification No.)
P.O. Box 303, 119 West Commercial Street, Lebanon, Missouri 65536
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(Address of principal executive offices) (Zip Code)
417-532-3103
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective on March 24, 2003, a change of control of All Star Gas
Corporation ("All Star") occurred.
Paul S. Lindsey, Jr., Kristin L. Lindsey, the Paul S. Lindsey
Revocable Trust and the Kristin L. Lindsey Revocable Trust (the "Voting
Shareholders"), the owners of an aggregate of 1,546,548 shares (the "Voting
Shares") of common stock, par value $0.001 per share (the "Common Stock") of
All Star, equal to approximately 97% of the issued and outstanding shares of
Common Stock, pursuant to that certain Voting Agreement, dated as of February
3, 2003, by and among All Star, Madeleine L.L.C., as agent (the "Agent") and
each of the Voting Shareholders (the "Voting Agreement"), agreed, that, upon
an event of default under that certain Financing Agreement, dated as of
February 2, 2003 by and among Madeleine, as agent, Morgan Stanley Emerging
Markets Inc., the guarantors party thereto and All Star (the "Financing
Agreement"), the Voting Shareholders would vote their Voting Shares as
directed by the Agent. In addition, pursuant to the Voting Agreement, each of
the Voting Shareholders granted an irrevocable proxy to certain
representatives of the Agent, effective upon an event of default under the
Financing Agreement, to vote all of the Voting Shares as they deem proper.
On March 10, 2003, the Agent notified All Star that an event of
default had occurred under the Financing Agreement and requested that All Star
duly call a meeting of its shareholders for the purpose of removing the
incumbent directors and electing new directors to be designated by the Agent.
On or about March 13, 2003, All Star called a special meeting of shareholders
to occur on March 24, 2003. At that special meeting of stockholders on March
24, 2003, the holders representing the requisite shares of Common Stock of All
Star (including shares voted pursuant to the proxy granted by the Voting
Shareholders) voted to remove from office both incumbent members of the board
of directors of All Star, Paul S. Lindsey, Jr. and Valeria Schall, and to
elect two new directors, Kevin Genda and Ted Doster, to the board of directors
of All Star.
By virtue of the proxy rights to vote the Voting Shares granted by
the Voting Shareholders to representatives of the Agent, and the Agent's
ability to vote the Voting Shares, the Agent may be deemed to be a beneficial
owner of the Voting Shares. Voting control of the Voting Shares was obtained
by the Agent from the Voting Shareholders pursuant to the Voting Agreement.
ITEM 9. REGULATION FD DISCLOSURE.
On March 26, 2003, Paul S. Lindsey, Jr., the President and Chief
Executive Officer of All Star, was placed on administrative leave. On March
31, 2003, All Star's Board of Directors appointed John Gordon to serve as
interim Chief Executive Officer. Mr. Gordon is a director and partner with
Corporate Revitalization Partners, LLC, a company specializing in turning
around distressed companies. On April 1, 2003, Valeria Schall, an Executive
Vice President of All Star, was terminated.
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 thereunto duly authorized.
Dated April 8, 2003.
ALL STAR GAS CORPORATION
By /s/ Mark Barbeau
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Mark Barbeau
Vice President