<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
<TABLE>
<S> <C>
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER 1-1363
------------------------
ENVIROSOURCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 34-0617390
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OF ORGANIZATION)
</TABLE>
FIVE HIGH RIDGE PARK,
P.O. BOX 10309, STAMFORD, CT 06904-2309
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(203) 322-8333
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<S> <C>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Common Stock, par value $.05 per share........................ The Pacific Stock Exchange Incorporated
</TABLE>
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $110,275,636 as of March 30, 1995(1).
The number of shares outstanding of the Registrant's Common Stock as of the
close of business on March 30, 1995 was 40,098,559.
- - ------------
(1) The market value of the Company's Class G $7.25 Cumulative Convertible
Preferred Stock is based on a recent trade.
________________________________________________________________________________
<PAGE>
PART III
EnviroSource, Inc., the undersigned Registrant, hereby amends the following
items, financial statements, exhibits or other portions of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 as set forth in the pages
attached hereto:
ITEM 10. Directors and Executive Officers of the Company. This Item is
amended by deleting the entire text appearing in such Form 10-K and
substituting therefor the text appearing on the following pages under
this caption.
ITEM 11. Executive Compensation. This Item is amended by deleting the
entire text appearing in such Form 10-K and substituting therefor the
text appearing on the following pages under this caption.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management. This Item is amended by deleting the entire text appearing
in such Form 10-K and substituting therefor the text appearing on the
following pages under this caption.
ITEM 13. Certain Relationships and Related Transactions. This Item is
amended by deleting the entire text appearing in such Form 10-K and
substituting therefor the text appearing on the following pages under
this caption.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
DIRECTORS OF THE COMPANY
Wallace B. Askins (age 64) has been a director of the Company since 1978.
Mr. Askins served as Executive Vice President and Chief Financial Officer of
Armco Inc. ('Armco') (a manufacturer of steel and other products) from June
1984, and as a director of Armco from December 1985, until his retirement in
November 1992. Mr. Askins has served as a director of Trump Castle and Resort,
Inc. since 1992 and of Trump Plaza Casino and Resort, Inc. since 1994.
Raymond P. Caldiero (age 60) has served as a director of the Company since
February 1992. Mr. Caldiero has served as Chairman of Caldiero International,
Inc. (a consultant in the areas of hotel development, lobbying, marketing and
sales) since 1989. From 1973 to 1988, Mr. Caldiero served as Vice President and
Assistant to the President of Marriott Corporation (a hotel and restaurant
company). He is a director of Capital Bank and served as a director of
Envirosafe Services, Inc. ('Envirosafe') from 1987 until February 1992. Mr.
Caldiero became a director of the Company in February 1992 pursuant to the terms
of a merger agreement between Envirosafe and a wholly-owned subsidiary of the
Company.
Mark J. Doran (age 31) became a director of the Company in August 1994 to
fill the vacancy created upon the resignation of William M. Wardlaw, one of
three additional designees of F.S. Equity Partners II L.P. ('FSEP'), an
affiliate of Freeman Spogli & Co. ('FS&Co.'), appointed to the Board of
Directors following the completion of the transactions contemplated in the Stock
Purchase Agreement (the 'Purchase Agreement') described under the caption 'The
FSC Transaction' in Item 13 of this Annual Report on Form 10-K. Mr. Doran joined
FS&Co. in 1988. Prior to joining FS&Co., Mr. Doran was employed by Kidder,
Peabody & Co. Incorporated.
Louis A. Guzzetti, Jr. (age 56) has been a director and President and Chief
Executive Officer of the Company since October 1986. From June 1983 until April
1986, Mr. Guzzetti was employed by United Brands Company ('United Brands')(a
diversified international company), serving as its Executive Vice President and
Chief Administrative Officer from June 1983 until August 1985 and as President
and Chief Executive Officer of its United Fruit Company subsidiary from October
1984 until April 1986. He was also a director of United Brands from August 1984
until June 1986.
Jeffrey G. Miller (age 53) was re-elected as a director of the Company in
August 1993. Mr. Miller has been a professor of Environmental Law at Pace
University School of Law since 1987. He has also been of counsel to the Seattle
and Washington D.C. law firm of Perkins Coie since 1987 practicing Environmental
Law. Mr. Miller was a director of Envirosafe from 1987 to February 1992. He
became a director of the Company in February 1992 pursuant to the terms of a
merger agreement between Envirosafe and a wholly-owned subsidiary of the
Company. Mr. Miller resigned on May 13, 1993
<PAGE>
pursuant to the terms of the Purchase Agreement. Mr. Miller is one of the three
additional FS&Co. designees elected to the Board of Directors.
Jon D. Ralph (age 30) has been a director of the Company since August 1993.
He joined FS&Co. in August 1989. Prior to joining FS&Co., Mr. Ralph was employed
in the Investment Banking Division of Morgan Stanley & Co. Incorporated
beginning in 1986. Mr. Ralph is one of the three additional FS&Co. designees
elected to the Board of Directors.
John M. Roth (age 36) became a director of the Company in May 1993. Mr.
Roth is one of the four FS&Co. designees initially appointed to the Board of
Directors on May 13, 1993 pursuant to the Purchase Agreement. He joined FS&Co.
in March 1988 and became a general partner in March 1993. From 1984 to 1988, Mr.
Roth was a Vice President in the Merger and Acquisition Group of Kidder, Peabody
& Co. Incorporated. From 1983 to 1984, Mr. Roth worked as a management
consultant with McKinsey & Company, Inc.
Charles P. Rullman, Jr. (age 46) became a director of the Company in
January 1995 to fill the vacancy created upon the resignation of William H.
Sherer, one of four FS&Co. designees initially appointed to the Board of
Directors on May 13, 1993. Mr. Rullman joined FS&Co. as a general partner in
January 1995. Prior to joining FS&Co., Mr. Rullman was a partner at Westar
Capital since October 1992. From 1973 to 1992, Mr. Rullman was employed by BT
Securities Corp., serving last as a Managing Director.
Arthur R. Seder, Jr. (age 75) has served as a director of the Company since
June 1988. Mr. Seder is a consultant in matters relating to the natural gas
industry. He served as Special Counsel to Columbia Gas Transmission Corporation
from June 1988 until 1992. From 1985 to 1988, he was of counsel to the
Washington, D.C. office of the law firm of Sidley & Austin. From 1976 until
April 1985, he was Chairman and Chief Executive Officer of American Natural
Resources Company (a diversified energy and transportation company).
J. Frederick Simmons (age 40) became a director of the Company in May 1993.
Mr. Simmons is one of the four FS&Co. designees initially appointed to the Board
of Directors on May 13, 1993. He joined FS&Co. in 1986 and became a general
partner in January 1991. Prior to 1986, Mr. Simmons was Vice President of
Bankers Trust Company's lending group specializing in leveraged buyouts and
health care. Mr. Simmons is also a director of Buttrey Food and Drug Stores
Company and Orchard Supply Hardware Stores Corporation.
Ronald P. Spogli (age 47) became a director and Chairman of the Board of
the Company in May 1993. Mr. Spogli is one of four FS&Co. designees initially
appointed to the Board of Directors on May 13, 1993. He is a founding partner of
FS&Co. Mr. Spogli is also a director of Mac Frugal's BargainsClose-Outs Inc.,
Orchard Supply Hardware Stores Corporation and Buttrey Food and Drug Stores
Company.
EXECUTIVE OFFICERS OF THE COMPANY
Reference is made to 'Executive Officers of the Company' in Part I of this
Annual Report on Form 10-K, which information is incorporated herein by
reference.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. For fiscal
year 1994, Mr. Doran, who was elected as a director of the Company on August 1,
1994, inadvertently effected a late filing of his Form 3 report. Such report was
filed on February 13, 1995. All reportable transactions for all directors and
officers are now properly reflected in their most recent filings under Section
16(a) of the Exchange Act.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth all compensation awarded to, earned by or
paid to the Chief Executive Officer and the other four most highly compensated
executive officers of the Company for the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION -------------
---------------------------- NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION
- - -------------------------------------------- ---- -------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Louis A. Guzzetti, Jr. ..................... 1994 $401,500 $207,000 0 $ 29,184(1)
Chief Executive Officer 1993 390,750 0 168,000 20,786(2)
1992 367,750 0 0 20,171(3)
Aarne Anderson ............................. 1994 142,100 56,500 0 11,368(1)
Vice President, Taxes 1993 137,812 0 32,500 11,270(2)
1992 129,562 0 0 11,144(3)
Jerrold I. Dolinger ........................ 1994 161,750 80,000 0 12,587(1)
Vice President, Corporate Development 1993 155,625 0 56,000 22,291(2)(4)
1992 144,438 0 0 22,542(3)(4)
George E. Fuehrer .......................... 1994 177,625 85,600 0 8,932(1)
Senior Vice President, Planning 1993 172,000 0 76,000 8,615(2)
1992 161,000 0 0 9,074(3)
James C. Hull .............................. 1994 192,250 84,000 0 18,612(1)
Vice President and Chief Financial Officer 1993 187,312 0 16,000 18,360(2)
1992 177,188 0 0 18,737(3)
</TABLE>
- - ------------
(1) Includes Company contributions to accounts in the EnviroSource, Inc. Savings
Plan, as follows: Mr. Guzzetti, $9,000; Mr. Anderson, $4,263; Mr. Dolinger,
$4,500; and Mr. Hull, $9,000; Company contributions to accounts in the
EnviroSource, Inc. Profit Sharing Plan, as follows: Mr. Guzzetti, $7,500;
Mr. Anderson, $7,105; Mr. Dolinger, $7,500; Mr. Fuehrer, $7,500; and Mr.
Hull, $7,500; and Company contribution to accounts in the EnviroSource, Inc.
Supplemental Executive Retirement Plan, as follows: Mr. Guzzetti, $12,684;
Mr. Dolinger, $587; Mr. Fuehrer, $1,432 and Mr. Hull, $2,112.
(2) Includes Company contributions to accounts in the EnviroSource, Inc. Savings
Plan, as follows: Mr. Guzzetti, $8,994; Mr. Anderson, $4,372; Mr. Dolinger,
$4,497; and Mr. Hull, $8,994; and Company contributions to accounts in the
EnviroSource, Inc. Profit Sharing Plan as follows: Mr. Guzzetti, $11,792;
Mr. Anderson, $6,898; Mr. Dolinger, $7,794; Mr. Fuehrer, $8,615; and Mr.
Hull, $9,366.
(3) Includes Company contributions to accounts in the EnviroSource, Inc. Savings
Plan, as follows: Mr. Guzzetti, $8,728; Mr. Anderson, $3,898; Mr. Dolinger,
$4,347; and Mr. Hull, $8,728; and Company contributions to accounts in the
EnviroSource, Inc. Profit Sharing Plan as follows: Mr. Guzzetti, $11,443;
Mr. Anderson, $7,246; Mr. Dolinger, $8,195; Mr. Fuehrer, $9,074; and Mr.
Hull, $10,009.
(4) Includes $10,000 of loan forgiveness. See 'Employee Loans'.
------------------------
In February 1995, the Compensation Committee granted stock options to each
of the named executive officers in recognition of their accomplishments during
1994 in the following amounts: Mr. Guzzetti, 106,640; Mr. Anderson, 13,330; Mr.
Dolinger, 24,000; Mr. Fuehrer, 26,660; and Mr. Hull, 21,330.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth the number and value at December 31, 1994 of
all exercisable and unexercisable options held by the Chief Executive Officer
and the other four most highly compensated
3
<PAGE>
executive officers of the Company under the Company's Incentive Stock Option
Plan and the 1993 Stock Option Plan. In 1994 none of the named executive
officers exercised any options.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FY-END (#) AT FY-END ($)
--------------- --------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- - ---------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
Louis A. Guzzetti, Jr. ..................................................... 136,600/146,400 $14,580/$9,720
Aarne Anderson.............................................................. 25,000/30,000 4,860/3,240
Jerrold I. Dolinger......................................................... 43,200/52,800 9,720/6,480
George E. Fuehrer........................................................... 72,200/68,800 9,720/6,480
James C. Hull............................................................... 23,200/22,800 9,720/6,480
</TABLE>
- - ------------
(1) The value of unexercised in-the-money options represents the difference
between the fair market value of the underlying securities as of December
31, 1994 and the exercise price of such options.
DIRECTORS' COMPENSATION
The Company pays each director other than Mr. Guzzetti and general partners
or employees of FS&Co. an annual fee of $15,000 (payable in four equal quarterly
installments). In addition, the Company pays the reasonable expenses of each
director in connection with his attendance at each meeting of the Board of
Directors or any committee thereof. In connection with their election in
February 1992 as directors of the Company, each of Mr. Caldiero and Mr. Miller
was granted an option to purchase 20,000 shares of Common Stock of the Company
at an exercise price of $2.625 per share, which became exercisable in September
1993 and expires in March 2002. Pursuant to its terms, Mr. Miller's option would
have expired 90 days after his resignation in May 1993. In connection with his
re-election to the Board of Directors in August 1993, the Company amended Mr.
Miller's option to provide that his option will remain in effect, as if he had
not resigned, during the period from May 13, 1993 until such re-election. On
August 5, 1993, Mr. Askins was granted an option to purchase 20,000 shares of
Common Stock of the Company at an exercise price of $4.25 per share, which
becomes exercisable in August 1995 and expires in August 2003. On November 1,
1993, the Company granted an option to purchase 20,000 shares of Common Stock of
the Company to Mr. Seder at an exercise price of $4.25 per share, which becomes
exercisable in November 1995 and expires in November 2003. Mr. Seder's
previously issued option to purchase 20,000 shares of Common Stock at an
exercise price of $7.75 was terminated at the same time.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company's records and other information obtained by the Company from
outside sources indicate that as of April 1, 1995, unless otherwise stated, the
following persons were the beneficial owners of more than 5% of the outstanding
shares of the Common Stock of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER(1) CLASS OWNED OF CLASS
- - -------------------------------------------------------- ------------- ------------ --------
<S> <C> <C> <C>
FS Equity Partners II, L.P.
c/o Freeman Spogli & Co.(2) .......................... Common Stock 20,227,325(3) 49.1%
11100 Santa Monica Blvd.
Suite 1900
Los Angeles, CA 90025
The IBM Retirement Plan Trust Fund ..................... Common Stock 2,823,548(4) 7.0%
262 Harbor Place
Stamford, CT 06904-2399
</TABLE>
(footnotes on next page)
4
<PAGE>
(footnotes from previous page)
(1) To the best of the Company's knowledge, except as otherwise provided herein,
the persons named in the table have sole voting and investment power with
respect to all shares of equity securities shown as beneficially owned by
them.
(2) FS&Co., as general partner of FSEP, has the sole power to vote and dispose
of such shares. Messrs. Roth, Rullman, Simmons and Spogli, each of whom is a
director of the Company, and Bradford M. Freeman and William M. Wardlaw are
general partners of FS&Co., and as such may be deemed to be the beneficial
owners of the shares of the Company's capital stock indicated as
beneficially owned by FSEP.
(3) Includes 1,123,179 shares issuable upon exercise of warrants held by FSEP.
(4) Includes 156,794 shares issuable upon exercise of warrants held by The IBM
Retirement Plan Trust Fund (the 'IBM Trust').
SECURITY OWNERSHIP OF MANAGEMENT
As of April 1, 1995, the following directors, executive officers and all
directors and officers as a group, were the beneficial owners of shares of
Common Stock of the Company.
<TABLE>
<CAPTION>
EQUITY SECURITIES OF THE COMPANY
BENEFICIALLY OWNED AS OF
APRIL 1, 1995(1)
-------------------------------------------
NUMBER OF PERCENT
NAME AND POSITION WITH COMPANY CLASS SHARES OF CLASS
- - --------------------------------------------------------------- ------------- ---------- --------
<S> <C> <C> <C>
Class A Directors
Louis A. Guzzetti, Jr., President and Chief Executive
Officer................................................. Common Stock 531,437(3) 1.3%
Jeffrey G. Miller......................................... Common Stock 20,000(3) *
Jon D. Ralph.............................................. -- -- --
Class B Directors
Wallace B. Askins......................................... Common Stock 16,356 *
John M. Roth(2)........................................... Common Stock 20,227,325(4) 49.1%
Arthur R. Seder, Jr. ..................................... Common Stock 10,000 *
J. Frederick Simmons(2)................................... Common Stock 20,227,325(4) 49.1%
Class C Directors
Raymond P. Caldiero....................................... Common Stock 20,000(3) *
Mark J. Doran............................................. -- -- --
Charles P. Rullman, Jr.(2)................................ Common Stock 20,227,325(4) 49.1%
Ronald P. Spogli, Chairman of the Board(2)................ Common Stock 20,227,325(4) 49.1%
Other Four Most Highly Compensated Executive Officers
Aarne Anderson............................................ Common Stock 47,636(3) *
Jerrold I. Dolinger....................................... Common Stock 100,013(3)(5) *
George E. Fuehrer......................................... Common Stock 127,354(3) *
James C. Hull............................................. Common Stock 69,180(3) *
All directors and officers as a group (18 persons)............. Common Stock 21,291,007(6) 51.2%
</TABLE>
- - ------------
* Less than 1%
(1) Unless otherwise disclosed, the persons named in the table have sole voting
and investment power with respect to all shares of equity securities shown
as beneficially owned by them.
(2) All shares shown as beneficially owned are held of record by FSEP. As
general partner of FSEP, FS&Co. has the sole power to vote and dispose of
such shares. Messrs. Roth, Rullman, Simmons and Spogli, each of whom is a
director of the Company, are general partners of FS&Co., and as such may be
deemed to be the beneficial owners of the shares of the Company's Common
Stock indicated as beneficially owned by each of them.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(3) Includes (i) shares for which options under EnviroSource's Incentive Stock
Option Plan, EnviroSource's 1993 Stock Option Plan or otherwise are
exercisable within 60 days, as follows: Mr. Guzzetti, 136,600 shares; Mr.
Anderson, 25,000 shares; Mr. Dolinger, 43,200 shares; Mr. Fuehrer, 72,200
shares; Mr. Hull, 25,200 shares; and Messrs. Caldiero and Miller, 20,000
shares each; and (ii) shares held through the EnviroSource, Inc. Savings
Plan and the EnviroSource, Inc. Profit Sharing Plan as of December 31, 1994,
as follows: Mr. Anderson, 10,636 shares; Mr. Dolinger, 36,813 shares; Mr.
Fuehrer, 25,004 shares; Mr. Guzzetti, 89,487 shares; and Mr. Hull, 42,480
shares.
(4) Includes 1,123,179 shares issuable upon exercise of warrants held by FSEP.
(5) Excludes 2,000 shares owned by members of Mr. Dolinger's immediate family as
to which Mr. Dolinger disclaims beneficial ownership.
(6) Includes (i) 396,867 shares for which options under EnviroSource's Incentive
Stock Option Plan, EnviroSource's 1993 Stock Option Plan or otherwise are
exercisable within 60 days; (ii) 266,959 shares held through the
EnviroSource, Inc. Savings Plan and the EnviroSource, Inc. Profit Sharing
Plan as of December 31, 1994; (iii) 19,104,146 shares held of record by
FSEP; and (iv) 1,123,179 shares issuable upon exercise of warrants held by
FSEP. See footnote (2) for an explanation of the relationship between
certain directors and FSEP.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
THE FSC TRANSACTION
In May 1993, the Company sold the equivalent of 13.3 million shares of
Common Stock to an affiliate of FS&Co. and another investor (collectively, the
'Investors'). At the same time, the Investors purchased from The
Dyson-Kissner-Moran Corporation ('DKM') and WM Financial Corporation ('WM
Financial') the following: (i) 5,636,568 shares of Common Stock, (ii) all
107,000 outstanding shares of Class H Preferred Stock, par value $.25 per share,
all of which were immediately exchanged for 3,066,667 newly issued shares of
Common Stock, and (iii) warrants to purchase 1,695,652 shares of Common Stock at
exercise prices of $3.50 and $4.00 per share. FS&Co. sold a portion of the
aforementioned securities to The IBM Retirement Plan Trust Fund (the 'IBM
Trust'). As a result of these transactions, FS&Co. owns approximately 48% of the
Common Stock of the Company.
MANAGEMENT AGREEMENT
FS&Co. provides advice and assistance to the Company regarding corporate
and financial planning and the development of business strategies. The Company
does not pay FS&Co. a fee for such services but has agreed to reimburse FS&Co.
for all expenses incurred in connection with such advice and assistance.
EMPLOYEE LOANS
In 1986, the Company granted Mr. Guzzetti a loan of $500,000 (the '1986
Loan') bearing interest at 7.5% per annum and repayable in ten equal annual
installments. The first three $50,000 annual installments were repaid in 1988,
1989 and 1990. In each of 1991 and 1992, the Company deferred the principal
installment payment then due, extended the maturity of such loan by one year and
loaned Mr. Guzzetti $26,250 to finance the payment of interest then due,
represented by new notes bearing interest at 7.5% per annum. Effective March 31,
1993, the Company and Mr. Guzzetti agreed to amend the terms of the 1986 Loan to
(i) increase the principal amount of such loan by the amount of interest
otherwise due on March 31, 1993, (ii) reduce the interest rate commencing April
1, 1993 to 6% per annum, payable annually half in cash and half by adding to the
principal amount of the loan on each due date of such interest, (iii) provide
for a lump sum payment of principal and accrued and unpaid interest thereon on
March 31, 1998, in lieu of annual installment payments, (iv) require payment in
full within 30 days of termination of employment and (v) provide for forgiveness
of all outstanding amounts
6
<PAGE>
due in the event Mr. Guzzetti dies while still employed by the Company. The
outstanding principal amount (including financed interest payments) of the 1986
Loan as of April 1, 1995 was $459,039.
In connection with Common Stock purchases by certain executive officers of
the Company in January 1989, the Company loaned $350,000 to Mr. Guzzetti,
$90,000 to Mr. Anderson, $220,000 to Mr. Fuehrer, and $150,000 to Mr. Dolinger.
All of such indebtedness bore interest payable annually at the annual rate of
8%, and its principal amount was payable on the earlier of January 13, 1994 or
the date of such borrower's termination of employment with the Company. On each
of April 1, 1991 and April 1, 1992, the Company agreed to increase the principal
amount of such loans by the amount of interest payments then due. Effective
April 1, 1993, the Company agreed to (i) increase the principal amount of such
loans by the amount of interest payments otherwise due on April 1, 1993, (ii)
extend the maturity of such loans to March 31, 1998, (iii) reduce the interest
rate payable on such loans to 6% per annum, payable annually half in cash and
half by adding to the principal amount of such loans on each due date of such
interest, (iv) require payment in full of all outstanding amounts due under the
loans, including accrued interest, within 30 days of termination of employment
and (v) provide for forgiveness of all outstanding amounts due under the loans
in the event of the officer's death while still employed by the Company. The
aggregate principal amounts (including financed interest payments) of such loans
as of April 1, 1995 were $467,750 for Mr. Guzzetti, $120,278 for Mr. Anderson,
$294,015 for Mr. Fuehrer, and $200,465 for Mr. Dolinger.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
ENVIROSOURCE, INC.
.....................................
(REGISTRANT)
By: /s/ JAMES C. HULL
...................................
JAMES C. HULL
VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
Date: April 28, 1995
7
