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 June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _________
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.)
1155 Business Center Drive, Horsham, Pennsylvania 19044-3454
(Address of principal executive offices) (Zip Code)
(215) 956-5500
(Registrant's telephone number, including area code)
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 August 7, 2000 was 5,813,394.
<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1. Financial Statements
--------------------
<TABLE>
<CAPTION>
ENVIROSOURCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,413 $ 2,125
Accounts receivable, less
allowance for doubtful accounts 34,446 32,829
Recoverable trust fund - 15,173
Other current assets 3,431 3,645
------------ ------------
Total current assets 40,290 53,772
Property, plant and equipment, at cost 264,728 254,478
Less accumulated depreciation (155,683) (151,286)
------------ ------------
109,045 103,192
Goodwill, less accumulated amortization 107,431 109,586
Other assets 12,836 11,707
------------ ------------
$ 269,602 $ 278,257
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 14,735 $ 14,933
Accrued liabilities 25,607 28,592
Current portion of debt 10,554 6,286
------------ ------------
Total current liabilities 50,896 49,811
Long-term debt:
Senior Notes due 2003 270,000 270,000
Other long-term debt 8,970 8,666
------------ ------------
Total long-term debt 278,970 278,666
Other long-term liabilities 31,829 35,343
Stockholders' deficit:
Common stock 291 291
Capital in excess of par value 175,969 175,969
Accumulated deficit (267,011) (260,522)
Accumulated other comprehensive losses (1,342) (1,211)
Stock purchase loan receivable from officer - (90)
------------ ------------
Total stockholders' deficit (92,093) (85,563)
------------ ------------
$ 269,602 $ 278,257
============ ============
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
ENVIROSOURCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars and shares in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 52,430 $ 53,837 $ 102,913 $ 102,120
------------ ------------ ------------ ------------
Expenses:
Cost of revenues 35,596 35,955 72,160 69,134
Selling, general and
administrative 4,299 4,088 7,817 8,729
Depreciation and amortization
(less interest amortization) 7,422 9,061 14,497 17,731
Unusual charges - - - 2,964
------------ ------------ ------------ ------------
Total expenses 47,317 49,104 94,474 98,558
------------ ------------ ------------ ------------
Operating income 5,113 4,733 8,439 3,562
Interest income 77 166 283 349
Interest expense (7,357) (7,718) (14,715) (15,525)
------------ ------------ ------------ ------------
Loss before income taxes (2,167) (2,819) (5,993) (11,614)
Income tax expense (253) (269) (496) (538)
------------ ------------ ------------ ------------
Net loss $ (2,420) $ (3,088) $ (6,489) $ (12,152)
============ ============ ============ ============
Net loss per share $ (0.42) $ (0.53) $ (1.12) $ (2.09)
============ ============ ============ ============
Weighted average shares 5,813 5,813 5,813 5,813
============ ============ ============ ============
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
ENVIROSOURCE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Six Months Ended
June 30,
---------------------------
2000 1999
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (6,489) $ (12,152)
Adjustments to reconcile net loss
to cash provided by operating activities:
Depreciation 11,746 13,067
Amortization 3,627 5,650
Unusual charges (payments), net (1,703) 401
Changes in operating working capital (2,827) 1,759
Other, net 10 321
------------ ------------
Cash provided by operating activities 4,364 9,046
------------ ------------
INVESTING ACTIVITIES:
Property, plant and equipment:
Additions (18,216) (8,693)
Proceeds from dispositions 684 1,163
Closure trust fund recovery, net 12,673 496
Cash flows related to IU International
acquisition, net (3,579) 3,353
Other (208) (385)
------------ ------------
Cash used for investing activities (8,646) (4,066)
------------ ------------
Cash provided (used) before
financing activities (4,282) 4,980
------------ ------------
FINANCING ACTIVITIES:
Net change in borrowings
on revolving credit facility 4,312 (3,000)
Issuance of long-term debt 480 -
Other debt repayment (222) (1,285)
------------ ------------
Cash provided by (used for)
financing activities 4,570 (4,285)
------------ ------------
CASH AND CASH EQUIVALENTS:
Increase during the period 288 695
Beginning of year 2,125 5,134
------------ ------------
End of period $ 2,413 $ 5,829
============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
ENVIROSOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited, and
have been prepared in accordance with generally accepted accounting principles
for interim financial information. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
have been included. Certain amounts reported in prior periods have been
reclassified for comparative purposes. Quarterly operating results are not
necessarily indicative of the results that may be expected for the full year.
Quarterly financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, as filed with
the Securities and Exchange Commission.
NOTE 2 - COMPREHENSIVE LOSS
The following table presents total comprehensive losses for the three-and
six-month periods ended June 30, 2000 and 1999 (dollars in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net loss $ (2,420) $ (3,088) $ (6,489) $ (12,152)
Canadian currency
translation
adjustment (114) 131 (131) 226
------------ ------------ ------------ ------------
Comprehensive loss $ (2,534) $ (2,957) $ (6,620) $ (11,926)
============ ============ ============ ============
NOTE 3 - UNUSUAL CHARGES
In 1998 the Company initiated a profit improvement program. Costs for the six
months ended June 30, 1999 totaled $3 million (incurred entirely in the 1999
first quarter), and consisted of $2.3 million of employee severance and the
balance for consulting fees and expenses.
NOTE 4 - SEGMENT DISCLOSURE
Operating information for the Company's reportable segments for the three and
six-month periods ended June 30, 2000 and 1999 can be found in the tables on
pages 7 and 8 of this Report. At June 30, 2000, there were no changes in the
basis of segmentation or in the measurement of segment operating results.
Identifiable assets of the Company's Technologies business were $35.3 million at
June 30, 2000, compared with $45.4 million at December 31, 1999. The decrease
was due primarily to the recovery of a $15.2 million trust fund that had
previously secured the estimated closure and post-closure costs at the Company's
landfill site in Idaho (see Note 5). There were no significant changes in
identifiable assets in the Company's other reportable segments between December
31, 1999 and June 30, 2000.
5
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ENVIROSOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company and its competitors and customers are subject to a complex, evolving
array of federal, state and local environmental laws and regulations. Such
requirements may not only affect the demand for treatment and disposal services,
but could also require the Company to incur significant costs for remediation or
other corrective action, facility closure and post-closure maintenance and
monitoring. It is possible that the future imposition of additional
environmental compliance requirements could have a material effect on the
Company's results of operations or financial condition, but the Company is
unable to predict any such future requirements. The Company believes that the
accompanying condensed 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. The Company has recorded a
contingent liability for certain product liability claims related to two of its
former businesses. In the opinion of management, based on currently available
information, the outcome of such matters will not have a material adverse effect
on the Company's financial condition or results of operations.
The Company provides assurances that it will be financially able to meet its
obligations related to the closure and post-closure monitoring and maintenance
procedures of its hazardous waste landfills. For the Company's landfill site in
Idaho, such assurances had previously been provided with cash deposits held in
trust. With the approval of various regulatory agencies, this trust fund was
replaced in the first quarter of 2000 by a surety bond with an insurance
company, and the $15.2 million balance of the trust fund was recovered by the
Company. As part of the surety bond agreement with the insurance company, the
Company had committed to making collateral payments totaling $5 million as
security for such surety bond into a trust account, of which $2.5 million was
paid in the second quarter, with the balance due one year later. In June 2000
the State of Idaho notified the Company that the insurance company issuing the
surety bond was removed from the U.S. Department of the Treasury's Listing of
Approved Sureties, and that the Company must establish other financial assurance
coverage. Although the original surety bond is still currently in force, the
Company is seeking such alternative coverage.
At June 30, 2000, the Company has committed approximately $21 million for
additional capital expenditures. These commitments may be partly funded by
leases the Company has not currently obtained, and portions of these
expenditures may be spent after December 31, 2000. The Company also has
commitments totaling $5.7 million against its revolving credit facility for
outstanding standby letters of credit.
6
<PAGE>
ENVIROSOURCE, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
--------------
RESULTS OF OPERATIONS
Second Quarter
--------------
Three Months Ended 2000
June 30, Increase (decrease)
------------------------ ------------------------
2000 1999 Amount %
----------- ----------- ----------- -----------
(Dollars in thousands)
REVENUES
IMS $ 42,617 $ 46,460 $ (3,843) (8.3%)
Technologies 9,813 7,377 2,436 33.0%
----------- ----------- -----------
$ 52,430 $ 53,837 $ (1,407) (2.6%)
=========== =========== ===========
GROSS PROFIT (LOSS)
IMS $ 8,612 $ 10,959 $ (2,347)
Technologies 2,298 (525) 2,823
----------- ----------- -----------
$ 10,910 $ 10,434 $ 476 4.6%
=========== =========== ===========
OPERATING INCOME (LOSS)
IMS $ 4,468 $ 7,066 $ (2,598)
Technologies 1,158 (1,902) 3,060
Corporate headquarters (513) (431) (82)
----------- ----------- -----------
$ 5,113 $ 4,733 $ 380 8.0%
=========== =========== ===========
Consolidated revenue in the second quarter of 2000 decreased 2.6%
compared with the same quarter of 1999. Lower revenues of the Company's IMS
business were partly offset by increased revenues of its Technologies business.
The IMS revenue decrease was due to the second quarter 1999 revenue contribution
from two large contracts that were not renewed at the end of 1999. Higher
production volumes by the Company's ongoing North American steel industry
customers partly mitigated this decrease; IMS revenue on a continuing-site basis
increased 9% from the second quarter of 1999. The Technologies business also
benefited from the increased steel industry activity; the revenue increase of
that business was due to higher volumes of hazardous waste products being
processed, including electric arc furnace dust from many of the Company's steel
industry customers.
Consolidated gross profit for the second quarter of 2000 increased
4.6%. Technologies gross profit increased due in part to the revenue increase,
and partly to improved operating efficiencies. The operating cost improvements
resulted primarily from lower depreciation and amortization expenses after an
asset impairment charge taken in the fourth quarter of 1999. The Technologies
profit increase more than offset the IMS profit decrease resulting from the
expiration of the contracts noted above.
Selling, general and administrative expenses for the 2000 second
quarter increased $211,000 from the same quarter of 1999, due to higher
corporate administrative expenses.
7
<PAGE>
ENVIRSOURCE, INC.
RESULTS OF OPERATIONS (CONTINUED)
As a result of the above, operating income for the 2000 second quarter
of $5.1 million improved 8% from the same quarter a year ago.
Interest expense of $7.4 million for the 2000 second quarter decreased
4.7% from the same quarter of 1999, as average outstanding borrowings on the
Company's bank credit facility were significantly reduced. In June the Company
borrowed $10.3 million against its revolving credit facility to fund various
cash requirements. Therefore, the Company may not experience the same interest
cost savings through the remainder of this year.
After interest and tax expenses, the Company recorded a 2000 second
quarter net loss of $2.4 million; an improvement compared with the second
quarter 1999 net loss of $3.1 million.
Year-To-Date
------------
Six Months Ended 2000
June 30, Increase (decrease)
------------------------ ------------------------
2000 1999 Amount %
----------- ----------- ----------- -----------
(Dollars in thousands)
REVENUES
IMS $ 84,649 $ 88,561 $ (3,912) (4.4%)
Technologies 18,264 13,559 4,705 34.7%
----------- ----------- -----------
$ 102,913 $ 102,120 $ 793 0.8%
=========== =========== ===========
GROSS PROFIT (LOSS)
IMS $ 16,357 $ 19,103 $ (2,746)
Technologies 2,873 (622) 3,495
----------- ----------- -----------
$ 19,230 $ 18,481 $ 749 4.1%
=========== =========== ===========
OPERATING INCOME (LOSS)
IMS $ 8,665 $ 10,921 $ (2,256)
Technologies 697 (3,497) 4,194
Corporate headquarters (923) (898) (25)
----------- ----------- -----------
8,439 6,526 1,913 29.3%
Unusual charges - (2,964) 2,964
----------- ----------- -----------
$ 8,439 $ 3,562 $ 4,877 136.9%
=========== =========== ===========
Consolidated revenue for the first six months of 2000 increased
slightly from the same period of 1999. Higher processing volumes from ongoing
steel mill customers of the Company's IMS and Technologies businesses more than
offset revenues recorded during the first half of 1999 from IMS contracts not
renewed at year-end.
8
<PAGE>
ENVIRSOURCE, INC.
RESULTS OF OPERATIONS (CONTINUED)
Consolidated gross profit for the first six months of 2000 increased 4%
from the first half of 1999. Technologies gross profit increased due in part to
the revenue increase, and partly due to operating improvements resulting
primarily from lower depreciation and amortization expenses after the 1999
year-end asset impairment charge. The lower non-cash costs are expected to
benefit Technologies throughout 2000 and beyond. The Technologies profit
improvements more than offset lower IMS gross profits resulting from the expired
contracts previously noted.
Selling, general and administrative costs for the first half of 2000
decreased 10% from the same period of 1999. Lower administrative costs of the
IMS and Technologies businesses contributed to the cost reductions.
All of the above items resulted in operating income for the first six
months of 2000 totaling $8.4 million, an increase of $1.9 million from the same
period of 1999, before unusual charges. In the first quarter of 1999, the
Company recorded an unusual charge totaling $3 million related to a previous
profit improvement program, of which $2.3 million was for severance costs and
the balance for consulting fees and expenses.
Interest expense for the first half of 2000 was $14.7 million, an
improvement of 5% from the first half of 1999, due to lower average borrowings
outstanding on the Company's revolving credit facility.
As a result of all of the above, the net loss for the first six months
of 2000 was $6.5 million, compared with a loss of $12.2 million for the same
period of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise primarily from the funding
of capital expenditures, working capital needs and debt service obligations. At
June 30, 2000, the Company had negative working capital totaling $10.6 million,
a decrease of $14.6 million from December 31, 1999. The decrease was primarily
due to the recovery of cash totaling $15.2 million from a trust fund, the
proceeds of which were used to fund, among other things, capital expenditures.
The trust fund had previously provided financial assurance for the estimated
closure and post-closure costs at the Technologies landfill site in Idaho.
9
<PAGE>
ENVIRSOURCE, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
In conjunction with the Idaho trust fund recovery, the Company had
committed to pay $5 million to a trust account as collateral for a surety bond
issued by an insurance company that replaced the trust fund in providing such
financial assurance. Half of this amount was paid in the second quarter of 2000,
and the balance is to be paid one year later. In June 2000 the State of Idaho
notified the Company that the insurance company issuing the surety bond was
removed from the U.S. Department of the Treasury's Listing of Approved Sureties,
and that the Company must establish other financial assurance coverage. Although
the original surety bond is still currently in force, the Company is seeking
such alternative coverage, which may require similar or additional collateral
payments.
Other investing activities in the first half of 2000 included $18.2
million of capital expenditures, compared with $8.7 million for the same period
of 1999. The increase was primarily due to the investment required by a
significant new contract to provide services at a "greenfield" steel mill unit
of an established customer. As of June 30, 2000, the Company has committed to
additional capital expenditures totaling approximately $21 million. However,
these commitments may be partly funded by leases, which the Company has not
currently obtained, and portions of these commitments may be spent in years
beyond 2000.
As noted previously, in June 2000 the Company borrowed $10.3 million
from its $40 million revolving credit facility for various cash requirements.
Management believes it has sufficient cash-generating resources from operations
and borrowing capacity to fund its current investing and financing cash
requirements.
FORWARD-LOOKING STATEMENTS (SAFE HARBOR STATEMENT)
--------------------------------------------------
Some of the statements in this Report are forward-looking statements.
These statements are based on current expectations that involve a number of
risks and uncertainties, which could cause actual results to differ materially
from those projected. These forward-looking statements should be read in
conjunction with the Company's 1999 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission, which includes information describing
factors that could cause actual results to differ materially from those
projected in such forward-looking statements.
10
<PAGE>
ENVIROSOURCE, INC.
Part II - Other Information
Item 4. Matters Submitted to a Vote of Security Holders.
------------------------------------------------
The Company's Annual Meeting of Stockholders was held at 10:00
a.m. on June 8, 2000. At such meeting, the following proposal was adopted by the
margins indicated:
To elect three members of Class B of the Board of Directors.
The tabulation of the votes cast with respect to each such director is as
follows:
WALLACE B. JOHN M. J. FREDERICK
ASKINS ROTH SIMMONS
---------- ---------- ------------
For 5,237,719 5,237,712 5,237,719
Against 0 0 0
Withheld 7,383 7,390 7,383
Abstain 0 0 0
Broker Non-Vote 0 0 0
11
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ENVIROSOURCE, INC.
ITEM 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
--------
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Appendix A (pages A-1 to A-3)
to the Company's Proxy Statement filed April 29, 1996, in respect
of its 1996 Annual Meeting of Stockholders (File No. 1-1363)).
3.2 Amendment of Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Page 2 to the Company's Proxy
Statement filed April 30, 1997, in respect of its 1997 Annual
Meeting of Stockholders (File No. 1-1363)).
3.3 Amendment of Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Pages 13 and 14 of the
Company's Proxy Statement filed April 30, 1998, in respect of its
1998 Annual Meeting of Stockholders (File No. 1-1363)).
3.4 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)).
3.5 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)).
3.6 By-Laws Amendment Adopted March 26, 1997 by Unanimous Written
Consent of the Board of Directors, Effective June 19, 1997
(incorporated by reference to Exhibit 3.5 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1997 (File No. 1- 1363)).
4.1 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)).
4.2 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)).
12
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ENVIROSOURCE, INC.
4.3 Second Supplemental Indenture, dated as of September 24, 1997,
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 4.5 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997 (File No. 1-1363)).
4.4 Indenture, dated as of September 30, 1997, 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, Series B, including
the form of such Notes attached as Exhibit A thereto (incorporated
herein by reference to Exhibit 4.6 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
1997 (File No. 1-1363)).
4.5 Registration Rights Agreement, dated as of September 30, 1997,
among the Company and Morgan Stanley Dean Witter, Jeffries &
Company, Inc. and NationsBanc Capital Markets, Inc. (incorporated
herein by reference to Exhibit 4.7 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
1997 (File No. 1-1363)).
4.6 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)).
4.7 Loan Agreement, dated as of June 1, 1994, 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).
4.8 Loan and Security Agreement, dated as of November 16, 1999, the
lenders parties thereto, Bank of America, N.A., as Agent,
International Mill Service, Inc. and IMS Alabama, Inc.
(incorporated herein by reference to Exhibit 4.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-1363)).
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)).
10.2 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)).
13
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ENVIROSOURCE, INC.
10.3 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)).
10.4 Amendment, dated August 5, 1993, to the Stock Option Agreement,
dated March 18, 1992, between the Company and Jeffrey G. Miller
(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)).
10.5 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)).
10.6 Envirosource, Inc. 1993 Stock Option Plan (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)).
10.7 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)).
10.8 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)).
10.9 Envirosource, Inc. 1999 Stock Option Plan (incorporated herein by
reference to Appendix A to the Company's Proxy Statement filed
April 30, 1999, in respect of its 1999 Annual Meeting of
Stockholders (File No. 1-1363)).
10.10 Employment Agreement, dated as of January 20, 1999, between the
Company and John T. DiLacqua (incorporated herein by reference to
Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1999 (File No. 1-1363)).
10.11 Letter Agreement, dated February 15, 1999, between the Company and
John C. Heenan (incorporated herein by reference to Exhibit 10.21
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999 (File No. 1-1363)).
14
<PAGE>
ENVIROSOURCE, INC.
10.12 Letter Agreement, dated March 23, 1999, between the Company and
James C. Hull (incorporated herein by reference to Exhibit 10.22
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999 (File No. 1-1363)).
10.13 Letter Agreement, dated July 30, 1999, between the Company and
James C. Hull. (incorporated herein by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 1-1363)).
10.14 Employment Agreement, dated as of January 3, 2000, between the
Company and John P. Carroll (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, 1999 (File No. 1-1363)).
10.15 Employment Agreement, dated as of January 3, 2000, between the
Company and John C. Heenan (incorporated herein by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No. 1-1363)).
10.16 Employment Agreement, dated as of January 3, 2000, between the
Company and Leon Z. Heller (incorporated herein by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No. 1-1363)).
10.17 Promissory Note of John P. Carroll, dated August 1, 1995, as
amended, payable to International Mill Service, Inc. (incorporated
herein by reference to Exhibit 10.17 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2000
(File No. 1-1363)).
(b) Reports on Form 8-K.
-------------------
During the quarter ended June 30, 2000, the Company filed no current
reports on Form 8-K.
15
<PAGE>
ENVIROSOURCE, INC.
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: August 10, 2000
ENVIROSOURCE, INC.
By: /s/ John C. Heenan
------------------
John C. Heenan
Senior Vice President and
Chief Financial Officer
16
