Filed Pursuant to Rule 424(b)(3)
Registration No. 333-34875
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated June 25, 1998)
U S LIQUIDS INC.
This Supplement is a part of the Prospectus, dated June 25, 1998, relating
to the offering of up to 3,000,000 shares of common stock, par value $.01 per
share (the "Common Stock"), of U S Liquids Inc. (the "Company") that may be
issued from time to time by the Company in acquisitions of other businesses,
properties and/or assets in business combination transactions and the offering
of up to 1,990,000 shares of Common Stock by the holders thereof. This
Supplement briefly describes five acquisitions recently completed by the
Company. Capitalized terms used but not defined in this Supplement shall have
the meanings assigned to them in the Prospectus.
RECENT DEVELOPMENTS
ACQUISITION OF MCS TRANSPORTATION, INC. AND ADVANCED MANAGEMENT SYSTEMS, INC.
In June 1998, the Company acquired, in two related transactions, all of
the outstanding capital stock of MCS Transportation, Inc., a Texas corporation
("MCS"), and Advanced Management Systems, Inc., a Delaware corporation ("AMS").
MCS and AMS are both engaged in the collection of industrial wastewater
generated in the Houston, Texas area. MCS' and AMS' 1997 aggregate gross
revenues were approximately $8.1 million.
In connection with these transactions, the Company issued 151,992 shares
of Common Stock to the stockholders of MCS and AMS. The Company also paid
$2,900,000 in cash to the stockholders of MCS and AMS and assumed approximately
$435,000 of debt of the acquired companies.
ADDITIONAL ACQUISITIONS
Between June 30, 1998 and July 17, 1998, the Company acquired three
additional businesses engaged in the collection and disposal of liquid waste for
approximately $1,600,000 in cash and $50,000 in assumed debt. In addition, the
Company agreed in connection with two of these acquisitions to pay additional
amounts to the sellers upon the achievement by the acquired businesses of
certain targeted earnings levels.
As of the date of this Supplement, 1,530,909 shares of Common Stock
covered by the Registration Statement remain available for issuance by the
Company in acquisitions of other businesses, properties and/or assets in
business combination transactions.
The date of this Supplement No. 1 is July 22, 1998
