AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-52121
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U S LIQUIDS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 8980 76-0519797
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION 0F CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
MICHAEL P. LAWLOR
CHIEF EXECUTIVE OFFICER
411 N. SAM HOUSTON PARKWAY EAST,
SUITE 400
HOUSTON, TEXAS 77060-3545
(281) 272-4500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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COPIES TO:
JOHN D. ROBERTSON, ESQ. THOMAS J. MURPHY, ESQ.
HARTZOG CONGER & CASON MCDERMOTT, WILL & EMERY
201 ROBERT S. KERR, SUITE 1600 227 WEST MONROE STREET
OKLAHOMA CITY, OKLAHOMA 73102 CHICAGO, ILLINOIS 60606-5096
(405) 235-7000 (312) 372-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
This Amendment No. 3 to the U S Liquids Inc. Registration Statement on
Form S-1 (File No. 333-52121) is being filed solely to include Exhibit 5.1
required by Item 16.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, U S Liquids
Inc. has duly caused this Registration Statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on June 3, 1998.
U S LIQUIDS INC.
By: /s/ MICHAEL P. LAWLOR
MICHAEL P. LAWLOR
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
PURSUANT TO THE REQIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSON IN THE INDICATED CAPACITIES ON JUNE 3, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------------- -----------------
<C> <S> <C>
/s/MICHAEL P. LAWLOR Chief Executive Officer and
MICHAEL P. LAWLOR Director
/s/W. GREGORY ORR* Chief Operating Officer,
W. GREGORY ORR President and Director
/s/EARL J. BLACKWELL Chief Financial Officer and
EARL J. BLACKWELL Senior Vice President --
Finance
/s/WILLIAM A. ROTHROCK IV* Director
WILLIAM A. ROTHROCK IV
/s/THOMAS B. BLANTON* Director
THOMAS B. BLANTON
/s/ALFRED TYLER 2ND* Director
ALFRED TYLER 2ND
/s/JAMES F. MCENEANEY, JR.* Director
JAMES F. MCENEANEY, JR.
*BY EARL J. BLACKWELL AS ATTORNEY-IN-FACT
</TABLE>
II-9
EXHIBIT 5.1
June 3, 1998
U S Liquids Inc.
411 N. Sam Houston Parkway East
Suite 400
Houston, TX 77060
Gentlemen:
We have acted as counsel for U S Liquids Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), of the sale of up to
4,312,500 shares of Common Stock, par value $.01 per share (the "Shares"), of
the Company pursuant to a Registration Statement on Form S-1 (as amended or
supplemented, the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") on May 7, 1998. All terms used and not
defined herein shall have the meanings set forth in the Registration Statement.
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion, and based thereon, we are of
the opinion that the Shares to be issued and sold by the Company have been duly
and validly authorized for issuance and, upon issuance pursuant to the terms of
the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
The foregoing opinion is based on and is limited to the laws of the
General Corporation Law of the State of Delaware, and we render no opinion with
respect to any other law.
We hereby consent to the filing of the foregoing opinion as an exhibit to
the Registration Statement and the reference to our firm under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Sincerely,
HARTZOG CONGER & CASON
