<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-1363
ENVIROSOURCE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 34-0617390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
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
The number of shares outstanding of the Registrant's Common Stock as of the
close of business on May 10, 1996 was 40,209,844.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
- - ------------------------------
EnviroSource, Inc.
CONSOLIDATED CONDENSED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,899 $ 8,367
Accounts receivable, less allowance
for doubtful accounts of $696
and $729 36,519 37,208
Other current assets 8,614 8,252
----- -----
Total current assets 49,032 53,827
Property, plant and equipment, at cost 291,817 287,198
Less allowance for depreciation 130,194 124,636
------- -------
161,623 162,562
Goodwill, less amortization 154,050 155,255
Landfill permits, less amortization 22,805 22,549
Closure trust funds and deferred
charges, less amortization 33,729 33,867
Debt issuance costs, less amortization 9,342 9,625
Other assets 11,552 11,997
------ ------
$442,133 $449,682
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED BALANCE SHEET -- Continued
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Trade payables $ 10,337 $ 13,125
Salaries, wages and related benefits 8,496 10,161
Insurance obligations 6,499 6,257
Estimated reorganization and
restructuring costs 2,965 1,779
Interest 7,798 1,279
Other current liabilities 12,071 12,836
Current portion of debt 3,841 9,397
Class G redeemable preferred stock
due July 15, 1996 184 33,092
--- ------
Total current liabilities 52,191 87,926
Long-term debt 307,412 275,158
Other liabilities 52,589 53,994
Commitments and contingencies (Note D)
Stockholders' equity:
Common stock, par value $.05 per
share, 60,000,000 shares author-
ized, 40,199,844 shares issued and
outstanding in 1996 and 40,194,244
shares in 1995 2,010 2,010
Capital in excess of par value 162,594 162,580
Accumulated deficit (132,885) (130,189)
Stock purchase loans receivable from
officers (840) (840)
Canadian translation adjustment (938) (957)
---- ----
Total stockholders' equity 29,941 32,604
------ ------
$ 442,133 $ 449,682
========= =========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------
1996 1995
---- ----
<S> <C> <C>
Revenues $ 61,971 $ 70,823
Cost of revenues 48,171 53,753
Selling, general and
administrative expenses 7,206 7,459
Unusual charges 3,400
----- -----
Operating income 3,194 9,611
Interest income 257 282
Interest expense (7,354) (6,983)
------ ------
(Loss) income before income taxes (3,903) 2,910
Income tax benefit (expense):
Taxes payable 18 (363)
Federal taxes not payable in cash 1,337 (972)
----- ----
Net (loss) income (2,548) 1,575
Preferred stock dividend requirements,
reduced by retirement gains of $250
in 1996 (148) (448)
---- ----
(Loss) income applicable to common shares
and equivalents $ (2,696) $ 1,127
======== ========
Net (loss) income per share $ (0.07) $ 0.03
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------
1996 1995
---- ----
OPERATING ACTIVITIES
<S> <C> <C>
Net (loss) income $ (2,548) $ 1,575
Adjustments to reconcile net (loss) income
to cash provided by operations:
Income tax (benefit) expense not
payable in cash (1,337) 972
Depreciation 6,196 6,417
Amortization 2,129 2,401
Reorganization and restructuring costs 1,641 (475)
Changes in working capital 2,366 6,573
Other 43 790
-- ---
Cash provided by operating activities 8,490 18,253
----- ------
INVESTING ACTIVITIES
Property, plant and equipment additions (5,392) (7,342)
Landfill permit additions and closure
expenditures (983) (476)
Closure trust fund payments (214) (120)
Ongoing net cash flows related to
IU acquisition (688) (2,528)
Other 698 (669)
--- ----
Cash used by investing activities (6,579) (11,135)
------- --------
FINANCING ACTIVITIES
Issuance of debt 33,000
Debt repayment (6,319) (5,261)
Retirement of preferred stock (33,056) (42)
Sale of common stock 14 12
Other (18) (35)
--- ---
Cash used by financing activities (6,379) (5,326)
------ ------
CASH AND CASH EQUIVALENTS
(Decrease) increase during the period (4,468) 1,792
Beginning of year 8,367 8,389
----- -----
End of period $ 3,899 $ 10,181
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
Notes to Consolidated Consensed Financial Statements (Unaudited)
NOTE A. BASIS OF PRESENTATION
- - ------------------------------
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring accruals and the unusual charges discussed in Note B)
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996. The
consolidated condensed balance sheet at December 31, 1995 has been derived from
audited financial statements at that date. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
NOTE B. UNUSUAL CHARGES
- - ------------------------
In the first quarter the Company initiated a reorganization to improve
productivity and reduce costs. The reorganization consists principally of
consolidating all the Company's headquarters functions in a single office. The
Company's Stamford, Connecticut corporate headquarters and the Treatment &
Disposal Services segment's Horsham, Pennsylvania headquarters both will be
closed by mid-year and their activities moved to the International Mill Service
headquarters building, also in Horsham. Early in the second quarter, the Company
decided to close IMSAMET's Phoenix, Arizona headquarters as well. Approximately
55 positions will be eliminated as a result of the reorganization, mostly in the
Treatment & Disposal Services segment.
To cover the cost of these and related changes, the Company expects to record
restructuring and relocation charges during 1996 of approximately $4.4 million.
$2.5 million of this amount was recorded in the first quarter for closure of
both the Company's Stamford headquarters and Treatment & Disposal Services'
headquarters and related employee termination costs, $.3 million of which was
spent in the first quarter. As a result of reorganizing, the Company expects to
realize ongoing cost savings of approximately $5 million per year. Savings of
approximately $3.5 million are expected in 1996.
In the first quarter the Company also recorded a $.9 million charge resulting
from the recent settlement of the last disputed matter remaining from the
Company's 1993 restructuring.
The first quarter unusual charges together with the gain from retiring Class G
preferred stock (Note C), amounted to a net $.05 loss per share.
<PAGE>
EnviroSource, Inc.
Notes to Consolidated Consensed Financial Statements (Unaudited)
NOTE C. OTHER INFORMATION
- - --------------------------
In the first quarter of 1996, the Company retired 236,120 shares of Class G
redeemable preferred stock for $33.1 million, resulting in a $250,000 retirement
gain.
At March 31, 1996, $72 million of revolving credit borrowings and $9.3 million
of standby letters of credit were outstanding.
The Company paid interest of $.5 million and $1.4 million during the three
months ended March 31, 1996 and 1995.
In the three months ended March 31, 1996, state income tax benefit more than
offset foreign income taxes payable. Income tax expense payable for the three
months ended March 31, 1995 consists of state and foreign income taxes. In the
three months ended March 31, 1996 and 1995, the Company made cash income tax
payments, net of refunds, of $.1 million and $.3 million.
Per share amounts are based on the weighted average number of common shares
outstanding and the dilutive effect of stock options and warrants: 40,577,000
and 40,625,000 for the three months ended March 31, 1996 and 1995. The Class G
redeemable preferred stock was not dilutive.
NOTE D. COMMITMENTS AND CONTINGENCIES
- - --------------------------------------
As of March 31, 1996, the Company has commitments to spend $8 million for
equipment additions.
To secure its obligations to close its Idaho landfill and perform post-closure
monitoring and maintenance procedures, the Company must deposit into a closure
trust fund approximately $1 million annually through 1998. The Company believes
these payments together with those previously made will satisfy substantially
all of its landfill closure and post-closure obligations, based on current
regulations and permitted capacity.
At March 31, 1996, the Company was contingently liable for $9.3 million of
letters of credit outstanding under its bank credit agreement, including
approximately $5 million to secure liabilities already reflected in the
consolidated condensed balance sheet.
<PAGE>
EnviroSource, Inc.
Notes to Consolidated Consensed Financial Statements (Unaudited)
NOTE D. COMMITMENTS AND CONTINGENCIES -- Continued
- - ---------------------------------------------------
IU International Corporation ("IU International") sold P-I-E Nationwide, Inc.
("PIE") in 1985. PIE commenced bankruptcy proceedings in 1990 and ceased
operations, which triggered withdrawal liabilities to certain multiemployer
pension plans, estimated by PIE in 1990 to aggregate $58 million. In 1991 the
trustees of the largest plan sought information from the Company for the stated
purpose of determining whether the circumstances of IU International's 1985 sale
of PIE would justify a claim against the Company for any deficiencies in PIE's
payment of withdrawal liabilities to such plan. Such plan did not again contact
the Company concerning this matter until early in 1995, when the Company was
advised that such plan's consideration as to whether it would assert a claim is
ongoing. Such plan recently sent a letter to the Company indicating that it
intends to initiate a claim under the Multiemployer Pension Plan Amendments Act
of 1980 ("MPPAA") if the plan and the Company are unable to resolve the matter
promptly. The Company believes any such claim is unwarranted and, if asserted,
would contest any such claim vigorously. The Company also believes it will
ultimately prevail on the merits. However, under MPPAA, the plan trustees could
require the Company to make substantial monthly payments before any issues are
arbitrated or litigated. If onerous monthly payments are imposed by the plan,
the Company will take any and all actions it deems necessary and appropriate to
protect itself until the matter can be arbitrated and/or litigated on its
merits. The Company will be meeting with the plan in the near future to discuss
the issues raised in the plan's letter and to seek resolution of this matter.
The Company continues to believe that the underlying facts and circumstances
support a conclusion that these matters will be resolved with no material
adverse effect on its financial condition. However, resolution of this matter,
which is likely to take place in the current fiscal year, could result in a
charge that is material to results of operations and cash flows in a single
accounting period.
The Company's Ohio and Idaho facilities hold operating permits issued by state
and federal environmental agencies under the Resource Conservation and Recovery
Act, as amended, that require renewal and modification from time to time. The
Company expects that it will obtain the renewals and modifications to its
permits that it requires to continue to provide landfill capacity in its
approved disposal cells well into the next decade.
The Company and its competitors and customers are subject to a complex, evolving
array of federal, state and local environmental laws and regulations. In
particular, such requirements not only can affect the demand for treatment and
disposal services, but could also require the Company to incur significant costs
for such matters as facility upgrading, remediation or other
<PAGE>
EnviroSource, Inc.
Notes to Consolidated Consensed Financial Statements (Unaudited)
NOTE D. COMMITMENTS AND CONTINGENCIES -- Continued
- - ---------------------------------------------------
corrective action, facility closure and post-closure maintenance and monitoring.
It is possible that the future imposition of such requirements could have a
material adverse effect on the Company's results of operations or financial
condition, but the Company believes that the consolidated financial statements
appropriately reflect all presently known compliance costs in accordance with
generally accepted accounting principles.
The Company is a party to litigation and proceedings arising in the normal
course of its present or former businesses. In the opinion of management, the
outcome of such matters will not have a material adverse effect on the Company's
financial condition or results of operations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
------------------------------------
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
Three months
ended 1996 (lower)
March 31, than 1995
--------- ---------
1996 1995 Amount %
---- ---- ------ -
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues
Industrial Environmental Services $ 54,323 $ 56,182 $ (1,859) (3)%
Treatment & Disposal Services 7,648 14,641 (6,993) (48)%
----- ------ ------
$ 61,971 $ 70,823 $ (8,852) (12)%
======== ======== ========
Gross Profit
Industrial Environmental Services $ 13,493 $ 14,711 $ (1,218) (8)%
Treatment & Disposal Services 307 2,359 (2,052) (87)%
--- ----- ------
$ 13,800 $ 17,070 $ (3,270) (19)%
======== ======== ========
Operating Income
Industrial Environmental Services $ 9,703 $ 10,942 $ (1,239) (11)%
Treatment & Disposal Services (1,573) 124 (1,697) -
Corporate headquarters (1,536) (1,455) (81) (6)%
Unusual charges (3,400) (3,400) -
------ ------- ------
$ 3,194 $ 9,611 $ (6,417) (67)%
======== ======== ========
</TABLE>
Industrial Environmental Services revenues declined as conditions in the
aluminum industry in the 1996 quarter were not as favorable as in the 1995
quarter. In the 1995 quarter aluminum prices were higher and our Idaho facility
enjoyed a higher volume of used beverage cans for recycling. Conditions in the
steel industry were strong in both the 1996 and 1995 quarters. However, revenues
(and earnings) in the second half of the year and beyond will be adversely
affected by the loss of a steel industry customer that accounted for
approximately 4% of first quarter Industrial Environmental Services revenue. The
Company is taking steps to obtain additional business that would partially
offset this impact. Treatment & Disposal Services revenues decreased because
there was no scrubber sludge stabilization system contract revenue in 1996
compared with $4.3 million of revenue from one such contract in 1995. Treatment
and disposal volume reductions in 1996, resulting from continuing depressed
market conditions, contributed the rest of the decline.
Industrial Environmental Services gross profit decreased for the reasons
discussed above as well as continued losses at the year-old Utah dross
processing plant and slightly lower margins in the metal recovery operations
that service the steel industry. The Treatment & Disposal Services gross profit
decline was primarily due to the shortfall in treatment and disposal volume and
to a lesser extent to the lack of any stabilization system contracts. The
Treatment & Disposal Services segment is continuing the comprehensive marketing
program it began in 1995 to increase treatment and disposal volume by using its
proprietary Super Detox(SM) technology to treat steel mill electric arc
furnace dust at its Ohio and Idaho facilities. Despite the overall
shortfall in treatment and disposal volume, tonnages of this waste stream
are increasing steadily.
Continuing selling, general and administrative expenses at Treatment &
Disposal Services were $.4 million lower in 1996 due to the effect of the 1996
reorganization which is discussed in the next paragraph.
1996 unusual charges of $3.4 million include $.9 million resulting from the
recent settlement of the last disputed matter remaining from the Company's 1993
restructuring and $2.5 million for the Company's previously announced 1996
reorganization. See Note B for a description of the reorganization. To cover the
cost of this reorganization, the Company expects to record restructuring and
relocation charges during 1996 totaling approximately $4.4 million. $2.5 million
of this amount was recorded in the first quarter for closure of both the
Company's Stamford headquarters and Treatment & Disposal Services' headquarters
and related employee termination costs, $.3 million of which was spent in the
first quarter. As a result of reorganizing, the Company expects to realize
ongoing cost savings of approximately $5 million per year. Savings of
approximately $3.5 million are expected in 1996. The consolidation of the
Corporate, International Mill Service and Treatment & Disposal Services staffs
under one roof will also enhance the Company's ability to expand the range of
environmental and specialized material handling services it provides to the U.S.
steel industry, its largest customer base.
In 1995 an unusual charge of $.4 million for Industrial Environmental
Services severance cost was offset by an unusual Treatment & Disposal Services
gain resulting from the sale of its prospective Pennsylvania landfill site,
designated for disposal as part of the Company's 1993 restructuring, for more
than previously estimated.
Interest expense increased $.4 million primarily due to higher average debt
levels.
The income tax benefit in the 1996 period compared to expense in the 1995
period was due to the pre-tax loss in the current period versus income in 1995.
Due to the factors described above, the 1997 net loss was $2.5 million
compared with $1.6 million net income in 1995.
Class G preferred stock dividend requirements in 1996 were reduced due to
the retirement of almost all of the outstanding shares in the 1996 quarter,
resulting in a $.3 million retirement gain.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise primarily from the funding of its
capital expenditures, Treatment & Disposal Services trust fund payments, working
capital needs and debt service obligations. Historically, the Company has met
such requirements with cash flows generated by operations and with additional
debt financing.
In addition, the Company's Class G redeemable preferred stock was due for
redemption on July 15, 1996. In the first quarter of 1996, the Company retired
virtually all of such Class G preferred stock for $33.1 million, financed with
borrowings under its bank credit facility.
The Company expects 1996 capital expenditures of $20 to $25 million,
primarily for equipment replacements. $5.4 million was spent through March 31,
1996 and the Company is committed for an additional $8 million.
Treatment & Disposal Services' landfill permits require it to fund closure
and post-closure monitoring and maintenance obligations by making essentially
nonrefundable trust fund payments. These payments amounted to $27.1 million in
the three years 1993 through 1995. However, based on current regulations and
permitted capacity, remaining payments are expected to amount to about $1
million annually through 1998.
The consolidated balance sheet reflects negative working capital of $3.2
million at March 31, 1996, including a $3 million accrued liability for
estimated reorganization and restructuring costs. Scheduled debt repayments in
the last three quarters of 1996 are $3 million.
In early 1995, a multiemployer pension plan contacted the Company concerning
a potential claim against the Company for deficiencies in the payment of
withdrawal liabilities by a subsidiary that was sold by IU International
Corporation prior to the Company's acquisition of IU International in 1988. See
Note D. Such plan recently sent a letter to the Company indicating that it
intends to initiate a claim under the Multiemployer Pension Plan Amendments Act
of 1980 ("MPPAA") if the plan and the Company are unable to resolve the matter
promptly. The Company believes any such claim is unwarranted and, if asserted,
would contest any such claim vigorously. The Company also believes it will
ultimately prevail on the merits. However, under MPPAA, the plan trustees could
require the Company to make substantial monthly payments before any issues are
arbitrated or litigated. If onerous monthly payments are imposed by the plan,
the Company will take any and all actions it deems necessary and appropriate to
protect itself until the matter can be arbitrated and/or litigated on its
merits. The Company will be meeting with the plan in the near future to discuss
the issues raised in the plan's letter and to seek resolution of this matter.
The Company continues to believe that the underlying facts and circumstances
support a conclusion that these matters will be resolved with no material
adverse effect on its financial condition. However, resolution of this matter,
which is likely to take place in the current fiscal year, could result in a
charge that is material to results of operations and cash flows in a single
accounting period.
The bank credit facility provides $100 million of revolving credit borrowing
and letter of credit capacity, declining by $12.5 million in each of January
1999 and 2000 and terminating on January 2, 2001. At March 31, 1996, $72 million
of revolving credit borrowings and $9.3 million of standby letters of credit
were outstanding.
Cash on hand, funds from operations and borrowing capacity under the bank
credit facility are expected to satisfy the Company's normal operating and debt
service requirements.
Because its businesses are environmentally-oriented, and therefore highly
regulated, the Company is subject to violations alleged by environmental
regulators and, occasionally, fines. Such matters have not had and are not
expected to have a material impact on the Company's business. Environmental
compliance is discussed in Note D.
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- - ------------------------------------------
The Company's bank credit facility prohibits the Company from declaring and
paying dividends on its Class G $7.25 Cumulative Convertible Preferred Stock
(the "Class G Stock"). The Company has omitted regular quarterly dividends since
October 1990 on the Class G Stock. The total amount of unpaid dividends on the
outstanding shares of the Class G Stock is currently approximately $55,000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- - --------------------------------------------
(a) Exhibits.
3.1 - Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989 (File
No. 1-1363)).
3.2 - Certificate of Amendment to the Certificate of
Incorporation of the Company, dated February 26,
1992 (incorporated herein by reference to
Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1991 (File No. 1-1363)).
3.3 - Certificate of Amendment to the Certificate of
Incorporation of the Company, dated August 5,
1993 (incorporated herein by reference to
Exhibit 4.9 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30,
1993 (File No. 1-1363)).
3.4 - Certificate of Designation of Shares of Class H
Cumulative Preferred Stock of the Company
(incorporated herein by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1987 (File
No. 1-1363)).
3.5 - Certificate of Designation of Shares of Class I
Cumulative Redeemable Preferred Stock, Series A,
Increasing Rate of the Company (incorporated
herein by reference to Exhibit 3.5 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987 (File No. 1-
1363)).
3.6 - Certificate of Designation of Shares of Class I
Cumulative Redeemable Preferred Stock, Series B,
Exchangeable of the Company (incorporated herein
by reference to Exhibit 3.6 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-1363)).
3.7 - Certificate of Designation of Shares of Class I
Preferred Stock, Series C of the Company
(incorporated herein by reference to Exhibit 3.5
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990 (File
No. 1-1363)).
3.8 - Certificate of Designation of the Preferences of
Class J Convertible Preferred Stock of the
Company (incorporated herein by reference to
Exhibit 3.7 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, filed June
14, 1993 (File No. 33-62050)).
3.9 - Certificate of Correction to the Certificate of
Designation of the Preferences of Class J
Convertible Preferred Stock of the Company
(incorporated herein by reference to Exhibit 4.8
to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1993 (File
No. 1-1363)).
3.10 - By-Laws of the Company (incorporated herein by
reference to Exhibit C (pages C-1 to C-9) to the
Company's Proxy Statement filed April 24, 1987,
in respect of its 1987 Annual Meeting of
Stockholders (File No. 1-1363)).
3.11 - Amendment to the By-Laws of the Company
(incorporated herein by reference to Exhibit 3.4
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987 (File
No. 1-1363)).
4.1 - Loan and Security Agreement, dated as of April
6, 1993, between IMS Funding Corporation and
Greyhound Financial Corporation. (The Company
agrees to furnish a copy of such agreement to
the Commission upon request.)
<PAGE>
4.2 - Agreement Amending Loan and Security Agreement and
Corporate Guarantee Agreement, dated as of December 8,
1995, between FINOVA Capital Corporation (formerly
known as Greyhound Financial Corporation), IMS Funding
Corporation, and International Mill Service, Inc. (The
Company agrees to furnish a copy of such agreement to
the Commission upon request.)
4.3 - Indenture, dated as of July 1, 1993, between the
Company and United States Trust Company of New
York, as Trustee, relating to the Company's 9-
3/4% Senior Notes due 2003, including the form
of such Notes attached as Exhibit A thereto
(incorporated herein by reference to Exhibit
4.10 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1993
(File No. 1-1363)).
4.4 - First Supplemental Indenture, dated as of November 2,
1995, between the Company and United States Trust
Company of New York, as Trustee, relating to the
Company's 9-3/4% Senior Notes due 2003 (incorporated
herein by reference to Exhibit 4.15 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995 (File No. 1-1363)).
4.5 - Registration Rights Agreement, dated as of May
13, 1993, among the Company, FS Equity Partners
II, L.P., The IBM Retirement Plan Trust Fund and
Enso Partners, L.P. (incorporated herein by
reference to Exhibit 4.29 to Amendment No. 1 to
the Company's Registration Statement on Form S-
1, filed June 14, 1993 (File No. 33-62050)).
4.6 - Warrant to purchase shares of Common Stock of
the Company issued to FS Equity Partners II,
L.P., dated as of May 13, 1993 (incorporated herein by
reference to Exhibit 4.30 to Amendment No. 1 to
the Company's Registration Statement on Form S-
1, filed June 14, 1993 (File No. 33-62050)).
4.7 - Warrant to purchase shares of Common Stock of
the Company issued to The IBM Retirement Plan
Trust Fund, dated as of May 13, 1993 (incorporated
herein by reference to Exhibit 4.31 to Amendment No. 1
to the Company's Registration Statement on Form S-1,
filed June 14, 1993 (File No. 33-62050)).
<PAGE>
4.8 - Warrant to purchase shares of Common Stock of
the Company issued to Enso Partners, L.P.,
dated as of May 13, 1993 (incorporated herein by
reference to Exhibit 4.32 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, filed
June 14, 1993 (File No. 33-62050)).
4.9 - Warrants to purchase 244,445 shares of Common
Stock issued to Chemical Bank, NCNB Texas
National Bank, Banque Paribas and National Bank of
Canada (incorporated herein by reference to Exhibit
10.24 to Amendment No. 2 to the Company's Registration
Statement on Form S-1, filed October 31, 1991
(File No. 33-42381)).
4.10 - Amendment, dated as of September 29, 1995, to Warrant
No. 2-1991 to purchase 53,640 shares of Common Stock
issued to NationsBank of Texas, N.A., formerly NCNB
Texas National Bank (incorporated herein by reference
to Exhibit 4.16 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30,
1995 (File No. 1-1363)).
4.11 - Loan Agreement between the Industrial
Development Corporation of Owyhee County, Idaho
and Envirosafe Services of Idaho, Inc. relating
to $8,500,000 Industrial Revenue Bonds, Series
1994. (The Company agrees to furnish a copy of
such agreement to the Commission upon request.)
4.12 - Credit Agreement, dated as of December 19, 1995, among
the Company, International Mill Service, Inc., the
lenders parties thereto, NationsBank, N.A., as
Administrative Agent, and Credit Lyonnais as
Syndication Agent (incorporated herein by reference
to Exhibit 4.14 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1995 (File No. 1-1363)).
4.13* - Assignment and Acceptance, dated as of February
8, 1996, between NationsBank, N.A. and Banque Paribas;
and Assignment and Acceptance, dated as of February
8, 1996, between Credit Lyonnais New York Branch and
Banque Paribas.
10.1 - Restated Incentive Stock Option Plan of the
Company, as amended (incorporated herein by
reference to Exhibit A to the Company's
Registration Statement on Form S-8, filed
January 17, 1989 (File No. 33-26633)).
<PAGE>
10.2 - Promissory Note of Louis A. Guzzetti, Jr., dated
March 31, 1993, amending and replacing the
Promissory Notes dated October 15, 1987, March
31, 1991 and March 31, 1992 and the Letter
Amendments dated April 13, 1991 and May 12,
1992, payable to the Company in the principal
amount of $459,039.00 (incorporated herein by
reference to Exhibit 10.13 to Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-1, filed September 16, 1993
(File No. 33-46930)).
10.3 - Promissory Notes of Aarne Anderson, Jerrold I.
Dolinger, George E. Fuehrer, George T. Milano
and Mr. Guzzetti, dated as of April 1, 1993,
amending and replacing the Promissory Notes
dated January 13, 1989, April 1, 1991 and April
1, 1992, payable to the Company in the aggregate
principal amount of $1,122,601 (incorporated
herein by reference to Exhibit 10.17 to Post-
Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1, filed
September 16, 1993 (File No. 33-46930)).
10.4 - Stock Option Agreement, dated March 18, 1992,
between the Company and Raymond P. Caldiero
(incorporated herein by reference to Exhibit
10.20 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1992
(File No. 1-1363)).
10.5 - Stock Option Agreement, dated March 18, 1992,
between the Company and Jeffrey G. Miller
(incorporated herein by reference to Exhibit
10.21 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1992
(File No. 1-1363)).
10.6 - Amendment, dated August 5, 1993, to the Stock
Option Agreement, dated March 18, 1992, between
the Company and Jeffrey G. Miller, to which
reference is made in Exhibit 10.9 to this Annual
Report on Form 10-K (incorporated herein by
reference to Exhibit 10.22 to Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-1, filed September 16, 1993
(File No. 33-46930)).
<PAGE>
10.7 - Stock Option Agreement, dated August 5, 1993,
between the Company and Wallace B. Askins
(incorporated herein by reference to Exhibit
10.23 to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-1,
filed September 16, 1993 (File No. 33-46930)).
10.8 - Stock Option Agreement, dated November 1, 1993,
between the Company and Arthur R. Seder, Jr.
(incorporated herein by reference to Exhibit
10.12 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30,
1994 (File No. 1-1363)).
10.9 - 1993 Stock Option Plan of the Company
(incorporated herein by reference to Exhibit
10.21 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, filed June
14, 1993 (File No. 33-62050)).
10.10 - EnviroSource, Inc. Stock Option Plan for Non-
Affiliated Directors, dated as of January 1,
1995 (incorporated herein by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 (File No. 1-
1363)).
10.11 - Supplemental Executive Retirement Plan of the
Company, effective January 1, 1995 (incorporated
herein by reference to Exhibit 10.19 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-1363)).
* Filed Herewith
(b) Reports on Form 8-K.
During the quarter ended March 31, 1996, the Company filed no Current
Reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 15, 1996
EnviroSource, Inc.
By: /s/ James C. Hull
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Number Exhibit Page
4.13 Assignment and Acceptance, dated as of EXHIBIT 1
February 8, 1996, between NationsBank,
N.A. and Banque Paribas; and Assignment
and Acceptance, dated as of February 8,
1996, between and Credit Lyonnais New
York Branch and Banque Paribas.
27.1 Financial Data Schedule EXHIBIT 27
<PAGE>
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of December 19, 1995,
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among International Mill Service, Inc., a Pennsylvania corporation
(the "Borrower"), Envirosource, Inc., a Delaware corporation (the "Parent"), the
banks and other financial institutions (the "Lenders") from time to time parties
thereto, NationsBank, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and Credit Lyonnais New York Branch, as
syndication agent for the Lenders (in such capacity, the "Syndication Agent").
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
NationsBank, N.A. (the "Assignor") and Banque Paribas (the
"Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a 5.0% interest (the "Assigned Interest") in
and to the Assignor's rights and obligations under the Credit Agreement with
respect to those credit facilities contained in the Credit Agreement as are set
forth on Schedule 1 (individually, an "Assigned Facility"; collectively, the
"Assigned Facilities"), in a principal amount for each Assigned Facility as set
forth on Schedule 1.
2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, other than that it has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and clear
of any such adverse claim; (b) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Parent, the
Borrower or any of the Parent's other Subsidiaries or any other obligor or the
performance or observance by the Parent, the Borrower or any of the Parent's
other Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches the Revolving
Credit Note(s) held by it evidencing the Assigned Facilities and requests that
the Administrative Agent exchange such Revolving Credit Note(s) for a new
Revolving Credit Note or Revolving Credit Notes payable to the Assignee in an
amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant
hereto and (if the Assignor has retained any interest in the Assigned Facility)
a new Revolving Credit Note or Revolving Credit Notes payable to the Assignor in
an amount equal to the Revolving Credit Commitment retained by the Assignor
under the Credit Agreement, as specified on Schedule 1.
<PAGE>
3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to subsection 4.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent,
the Syndication Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
2.16(b) of the Credit Agreement.
4. The effective date of this Assignment and Acceptance shall be February
8, 1996 (the "Effective Date"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance by
it and recording by the Administrative Agent pursuant to subsection 11.6 of the
Credit Agreement, effective as of the Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than five Business
Days after the date of such acceptance and recording by the Administrative
Agent).
5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.
7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
SCHEDULE 1
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE CREDIT AGREEMENT,
DATED AS OF DECEMBER 19, 1995
AMONG
INTERNATIONAL MILL SERVICE, INC.,
ENVIROSOURCE, INC.,
THE BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTIES THERETO,
NATIONSBANK, N.A., AS ADMINISTRATIVE AGENT, AND
CREDIT LYONNAIS NEW YORK BRANCH, AS SYNDICATION AGENT
Name of Assignor: NationsBank, N.A.
Name of Assignee: Banque Paribas
Effective Date of Assignment: February 8, 1996
Credit Principal Principal Commitment Percentage
Facility Assigned Amount Assigned Amount Retained Assigned
- - ----------------- --------------- --------------- --------
Revolver $5,000,000 $45,000,000 5.0%
BANQUE PARIBAS NATIONSBANK, N.A.
By:/s/ Pierre-Jean de Filippis By:/s/ Scott A. Jackson
Name: Pierre-Jean de Filippis Name: Scott A. Jackson
Title: General Manager Title: Vice President
Accepted: /s/ Jeffrey N. MacDowell
Vice President
INTERNATIONAL MILL SERVICE, INC.
By: /s/ C.E. Huben
Name: Christina E. Huben
Title: Vice President
<PAGE>
NATIONSBANK, N.A., as
Administrative Agent
By:/s/ Scott A. Jackson
Name: Scott A. Jackson
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, as
Syndication Agent
By:/s/ Frederick Haddad
Name: Frederick Haddad
Title: Senior Vice President
<PAGE>
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of December 19, 1995,
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among International Mill Service, Inc., a Pennsylvania corporation
(the "Borrower"), Envirosource, Inc., a Delaware corporation (the "Parent"), the
banks and other financial institutions (the "Lenders") from time to time parties
thereto, NationsBank, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and Credit Lyonnais New York Branch, as
syndication agent for the Lenders (in such capacity, the "Syndication Agent").
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
Credit Lyonnais New York Branch (the "Assignor") and Banque Paribas (the
"Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a 5.0% interest (the "Assigned Interest") in
and to the Assignor's rights and obligations under the Credit Agreement with
respect to those credit facilities contained in the Credit Agreement as are set
forth on Schedule 1 (individually, an "Assigned Facility"; collectively, the
"Assigned Facilities"), in a principal amount for each Assigned Facility as set
forth on Schedule 1.
2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, other than that it has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and clear
of any such adverse claim; (b) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Parent, the
Borrower or any of the Parent's other Subsidiaries or any other obligor or the
performance or observance by the Parent, the Borrower or any of the Parent's
other Subsidiaries or any other obligor of any of their respective obligations
under the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches the Revolving
Credit Note(s) held by it evidencing the Assigned Facilities and requests that
the Administrative Agent exchange such Revolving Credit Note(s) for a new
Revolving Credit Note or Revolving Credit Notes payable to the Assignee in an
amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant
hereto and (if the Assignor has retained any interest in the Assigned Facility)
a new Revolving Credit Note or Revolving Credit Notes payable to the Assignor in
an amount equal to the Revolving Credit Commitment retained by the Assignor
under the Credit Agreement, as specified on Schedule 1.
<PAGE>
3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to subsection 4.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent,
the Syndication Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
2.16(b) of the Credit Agreement.
4. The effective date of this Assignment and Acceptance shall be February
8, 1996 (the "Effective Date"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance by
it and recording by the Administrative Agent pursuant to subsection 11.6 of the
Credit Agreement, effective as of the Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than five Business
Days after the date of such acceptance and recording by the Administrative
Agent).
5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.
7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
SCHEDULE 1
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE CREDIT AGREEMENT,
DATED AS OF DECEMBER 19, 1995
AMONG
INTERNATIONAL MILL SERVICE, INC.,
ENVIROSOURCE, INC.,
THE BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTIES THERETO,
NATIONSBANK, N.A., AS ADMINISTRATIVE AGENT, AND
CREDIT LYONNAIS NEW YORK BRANCH, AS SYNDICATION AGENT
Name of Assignor: Credit Lyonnais New York Branch
Name of Assignee: Banque Paribas
Effective Date of Assignment: February 8, 1996
Credit Principal Principal Commitment Percentage
Facility Assigned Amount Assigned Amount Retained Assigned
- - ----------------- --------------- --------------- --------
Revolver $5,000,000 $45,000,000 5.0%
BANQUE PARIBAS CREDIT LYONNAIS
NEW YORK BRANCH
By:/s/ Pierre-Jean de Filippis By:/s/ Frederick Haddad
Name: Pierre-Jean de Filippis Name: Frederick Haddad
Title: General Manager Title: Senior Vice President
Accepted: /s/ Jeffrey N. MacDowell
Vice President
INTERNATIONAL MILL SERVICE, INC.
By:/s/ C.E. Huben
Name: Christina E. Huben
Title: Vice President
<PAGE>
NATIONSBANK, N.A., as
Administrative Agent
By:/s/ Scott A. Jackson
Name: Scott A. Jackson
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, as
Syndication Agent
By:/s/ Frederick Haddad
Name: Frederick Haddad
Title: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Enviro-
Source, Inc.'s Form 10-Q for the quarterly period ended March 31, 1996 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,899
<SECURITIES> 0
<RECEIVABLES> 37,215
<ALLOWANCES> 696
<INVENTORY> 0
<CURRENT-ASSETS> 49,032
<PP&E> 291,817
<DEPRECIATION> 130,194
<TOTAL-ASSETS> 442,133
<CURRENT-LIABILITIES> 52,191
<BONDS> 307,412
0
0
<COMMON> 2,010
<OTHER-SE> 27,931
<TOTAL-LIABILITY-AND-EQUITY> 442,133
<SALES> 0
<TOTAL-REVENUES> 61,971
<CGS> 0
<TOTAL-COSTS> 48,171
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,354
<INCOME-PRETAX> (3,903)
<INCOME-TAX> (1,355)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,548)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
VIA EDGAR
May 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: EnviroSource, Inc. -- Quarterly Report
on Form 10-Q for the fiscal quarter
ended March 31, 1996 (File No. 1-1363)
--------------------------------------
Ladies and Gentlemen:
On behalf of EnviroSource, Inc. ("the Company"), I submit for filing the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996.
Very truly yours,
/s/ Christina E. Huben
Christina E. Huben
