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 September 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 November 6, 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)
September 30, December 31,
2000 1999
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assests:
Cash and cash equivalents $ 3,053 $ 2,125
Accounts receivable, less
allowance for doubtful accounts 34,540 32,829
Recoverable trust fund - 15,173
Other current assets 4,845 3,645
------------ ------------
Total current assets 42,438 53,772
Property, plant and equipment, at cost 269,398 254,478
Less accumulated depreciation (160,562) (151,286)
------------ ------------
108,836 103,192
Goodwill, less accumulated amortization 104,338 109,586
Other assets 12,182 11,707
------------ ------------
$ 267,794 $ 278,257
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 11,287 $ 14,933
Accrued interest 8,032 1,323
Other accrued liabilities 23,102 27,269
Current portion of debt 220 6,286
------------ ------------
Total current liabilities 42,641 49,811
Long-term debt:
Senior Notes due 2003 270,000 270,000
Other long-term debt 18,756 8,666
------------ ------------
Total long-term debt 288,756 278,666
Other long-term liabilities 28,652 35,343
Stockholders' deficit:
Common stock 291 291
Capital in excess of par value 175,969 175,969
Accumulated deficit (267,087) (260,522)
Accumulated other comprehensive losses (1,428) (1,211)
Stock purchase loan receivable from officer - (90)
------------ ------------
Total stockholders' deficit (92,255) (85,563)
------------ ------------
$ 267,794 $ 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 Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 51,248 $ 55,584 $ 154,161 $ 157,704
------------ ------------ ------------ ------------
Expenses:
Cost of revenues 32,744 36,284 104,904 105,418
Selling, general and
administrative 3,797 3,393 11,614 12,122
Depreciation and amortization
(less interest amortization) 7,547 10,040 22,044 27,771
Unusual charges - - - 2,964
------------ ------------ ------------ ------------
Total expenses 44,088 49,717 138,562 148,275
------------ ------------ ------------ ------------
Operating income 7,160 5,867 15,599 9,429
Interest income 27 338 310 687
Interest expense (7,024) (7,571) (21,739) (23,096)
------------ ------------ ------------ ------------
Income (loss) before income taxes 163 (1,366) (5,830) (12,980)
Income tax expense (239) (267) (735) (805)
------------ ------------ ------------ ------------
Net loss $ (76) $ (1,633) $ (6,565) $ (13,785)
============ ============ ============ ============
Net loss per share $ (0.01) $ (0.28) $ (1.13) $ (2.37)
============ ============ ============ ============
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)
Nine Months Ended
September 30,
---------------------------
2000 1999
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (6,565) $ (13,785)
Adjustments to reconcile net loss
to cash provided by operating activities:
Depreciation 17,964 20,085
Amortization 5,411 9,189
Net payments of unusual charges (1,862) (66)
Changes in operating working capital 957 9,151
Other, net (1,235) 404
------------ ------------
Cash provided by operating activities 14,670 24,978
------------ ------------
INVESTING ACTIVITIES:
Property, plant and equipment:
Additions (24,907) (12,484)
Proceeds from dispositions 1,595 1,544
Closure trust fund recovery, net 12,662 198
Cash flows related to IU International
acquisition, net (1,300) (1,227)
Cash flows related to IU subsidiaries'
asbestos claims, net (4,983) 6,634
Other (831) (371)
------------ ------------
Cash used for investing activities (17,764) (5,706)
------------ ------------
Cash provided (used) before
financing activities (3,094) 19,272
------------ ------------
FINANCING ACTIVITIES:
Revolving credit facility:
Borrowings 52,787 53,000
Repayments (48,934) (73,000)
------------ ------------
3,853 (20,000)
Issuance of other long-term debt 480 -
Other debt repayment (311) (1,663)
------------ ------------
Cash provided by (used for)
financing activities 4,022 (21,663)
------------ ------------
CASH AND CASH EQUIVALENTS:
Increase (decrease) during the period 928 (2,391)
Beginning of year 2,125 5,134
------------ ------------
End of period $ 3,053 $ 2,743
============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
ENVIROSOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 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 - LONG-TERM DEBT
Long-term debt is summarized as follows (in thousands):
September 30, December 31,
2000 1999
------------- -------------
Senior Notes due 2003 $ 270,000 $ 270,000
Revolving credit facility due 2003 9,838 5,985
Industrial revenue bonds and other debt 9,138 8,967
------------- -------------
288,976 284,952
Less: current maturities (220) (6,286)
------------- -------------
Long-term debt $ 288,756 $ 278,666
============= =============
The Company's outstanding borrowings on its revolving credit facility as of
December 31, 1999, classified as short-term debt on the balance sheet at
year-end, were repaid in full during the first quarter of 2000. The Company has
classified borrowings against the facility as of September 30, 2000 as long-term
debt.
NOTE 3 - COMPREHENSIVE LOSS
The following table presents total comprehensive losses for the three-and
nine-month periods ended September 30, 2000 and 1999 (dollars in thousands):
Three Months Ended Nine Months Ended
Septmeber 30, September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net loss $ (76) $ (1,633) $ (6,565) $ (13,785)
Canadian currency
translation
adjustment (86) 19 (217) 245
------------ ------------ ------------ ------------
Comprehensive loss $ (162) $ (1,614) $ (6,782) $ (13,540)
============ ============ ============ ============
5
<PAGE>
ENVIROSOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000
NOTE 4 - UNUSUAL CHARGES
In 1998 the Company initiated a profit improvement program. Costs for the nine
months ended September 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 related to the program.
NOTE 5 - SEGMENT DISCLOSURE
Operating information for the Company's reportable segments for the three and
nine-month periods ended September 30, 2000 and 1999 can be found in the tables
on pages 8 and 9 of this Report. At September 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 $33.5 million at
September 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 6). There were no significant changes
in identifiable assets in the Company's other reportable segments between
December 31, 1999 and September 30, 2000.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
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. The original surety bond is still currently in force, however
the Company is seeking alternative coverage. The Company must establish the
alternative financial assurance coverage by December 5, 2000, which date may be
extended thereafter for good cause for up to an additional 60 days.
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 product liability claims related to certain
asbestos-related products previously distributed by two subsidiaries of IU
International which are no longer operating businesses.
6
<PAGE>
ENVIROSOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000
NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company, its competitors and its customers are subject to an array of
governmental laws and regulations. Changes in such regulations could affect the
demand for services the Company provides. It is possible that the future
imposition of additional regulatory or 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 future regulatory changes or
their impact. The Company believes that the accompanying condensed consolidated
financial statements appropriately reflect all presently known compliance costs
in accordance with generally accepted accounting principles. 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.
At September 30, 2000, the Company has committed approximately $22 million for
additional capital expenditures. These commitments may be partly funded by
leases the Company has not currently obtained, and portions of these
expenditures will be spent after December 31, 2000. The Company also has used
$5.7 million of its revolving credit facility to provide standby letters of
credit.
7
<PAGE>
ENVIROSOURCE, INC.
ITEm 2. Management's Discussion and Analysis of Financial Condition and Results
------------------------------------------------------------------------
of Operations.
--------------
RESULTS OF OPERATIONS
Third Quarter
-------------
Three Months Ended 2000
September 30, Increase (decrease)
------------------------ ------------------------
2000 1999 Amount %
----------- ----------- ----------- -----------
(Dollars in thousands)
REVENUES
IMS $ 41,140 $ 46,182 $ (5,042) (10.9%)
Technologies 10,108 9,402 706 7.5%
----------- ----------- -----------
$ 51,248 $ 55,584 $ (4,336) (7.8%)
=========== =========== ===========
GROSS PROFIT
IMS $ 8,429 $ 10,625 $ (2,196)
Technologies 3,966 323 3,643
----------- ----------- -----------
$ 12,395 $ 10,948 $ 1,447 13.2%
=========== =========== ===========
OPERATING INCOME (LOSS)
IMS $ 4,810 $ 7,054 $ (2,244)
Technologies 2,692 (792) 3,484
Corporate headquarters (342) (395) 53
----------- ----------- -----------
$ 7,160 $ 5,867 $ 1,293 22.0%
=========== =========== ===========
Consolidated revenue in the third quarter of 2000 decreased 7.8%
compared with the same quarter of 1999. The decrease was primarily due to lower
revenues of the Company's IMS business. Steel production by ongoing IMS
customers declined during the current third quarter from earlier this year,
although production levels were essentially unchanged from the third quarter of
1999. This prevented IMS from replacing much of the revenue contribution of two
large contracts that were not renewed at the end of 1999. Increased revenues
from the Technologies business offset part of the IMS revenue decrease. Total
waste processing volume was essentially unchanged from a year ago, however
higher volumes of electric arc furnace dust processed from Technology's steel
industry customers provided a more favorable mix in the current third quarter.
Management believes the recent downturn in the North American steel industry may
continue. Production levels of the Company's steel mill customers are expected
to continue to decrease towards year-end 2000 and into 2001.
Consolidated gross profit for the third quarter of 2000 increased 13.2%
compared with the same quarter of 1999. The increase in gross profit of the
Technologies business more than offset the IMS profit decrease, which resulted
from the expiration of the contracts noted above, and from higher fuel costs. In
addition to the Technologies revenue increase, operating costs for that business
decreased primarily as a result of lower depreciation and amortization expenses
after an asset impairment charge taken in the fourth quarter of 1999.
8
<PAGE>
ENVIROSOURCE, INC.
Results of Operations (continued)
Selling, general and administrative expenses for the 2000 third quarter
increased $404,000 from the same quarter of 1999, due to higher administrative
costs of the Technologies business.
Operating income for the 2000 third quarter of $7.2 million improved
22% from the same quarter a year ago.
Interest expense of $7.0 million for the 2000 third quarter decreased
7.2% from the same quarter of 1999. The effective interest rate on the Company's
outstanding borrowings during the 2000 third quarter increased somewhat from a
year earlier, however the Company capitalized approximately $500,000 of interest
costs related to construction of a "greenfield" facility of an existing steel
mill customer. The Company may not experience similar interest expense
reductions through the remainder of this year and into 2001.
After interest and tax expenses, the Company recorded a net loss of
$76,000 for the third quarter of 2000, compared with the third quarter 1999 net
loss of $1.6 million.
Year-To-Date
------------
Nine Months Ended 2000
September 30, Increase (decrease)
------------------------ ------------------------
2000 1999 Amount %
----------- ----------- ----------- -----------
(Dollars in thousands)
REVENUES
IMS $ 125,789 $ 134,743 $ (8,954) (6.6%)
Technologies 28,372 22,961 5,411 23.6%
----------- ----------- -----------
$ 154,161 $ 157,704 $ (3,543) (2.2%)
=========== =========== ===========
GROSS PROFIT (LOSS)
IMS $ 24,786 $ 29,728 $ (4,942)
Technologies 6,839 (299) 7,138
----------- ----------- -----------
$ 31,625 $ 29,429 $ 2,196 7.5%
=========== =========== ===========
OPERATING INCOME (LOSS)
IMS $ 13,475 $ 17,975 $ (4,500)
Technologies 3,389 (4,289) 7,678
Corporate headquarters (1,265) (1,293) 28
----------- ----------- -----------
15,599 12,393 3,206 25.9%
Unusual charges - (2,964) 2,964
----------- ----------- -----------
$ 15,599 $ 9,429 $ 6,170 65.4%
=========== =========== ===========
9
<PAGE>
ENVIROSOURCE, INC.
Results of Operations (continued)
Consolidated revenue for the first nine months of 2000 decreased 2.2%
from the same period of 1999. Higher processing volumes from the Company's
ongoing steel mill customers for the current nine-month period mostly offset
revenues from IMS contracts not renewed at the end of 1999.
Consolidated gross profit for the first nine months of 2000 increased
7.5% from the same period of 1999. Technologies' gross profit increased due in
part to the revenue increase, and partly due to lower depreciation and
amortization expenses after a 1999 year-end asset impairment charge. The
Technologies profit increase more than offset lower IMS gross profits resulting
from the expired contracts and higher fuel costs previously noted. Consolidated
fuel costs for the first nine months of 2000 increased approximately $1.4
million or 48.8% from the same period of 1999.
Selling, general and administrative costs for the first nine months of
2000 decreased 4% from the same period of 1999. Lower administrative costs in
the current nine-month period were reported for all of the Company's businesses.
Operating income for the first nine months of 2000 totaled $15.6
million, an increase of $6.2 million from the same period of 1999. 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 nine months of 2000 was $21.7 million, a
decrease of 5.9% from the same period of 1999. In addition to the capitalized
interest mentioned previously, lower average outstanding borrowings on the
Company's revolving credit facility in the current nine-month period contributed
to the reduction.
The net loss for the first nine months of 2000 was $6.6 million,
compared with a loss of $13.8 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
September 30, 2000, the Company had negative working capital totaling
approximately $200,000, a decrease of $4.2 million from December 31, 1999. The
decrease was primarily due to the net cash recovery of $12.7 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.
10
<PAGE>
ENVIROSOURCE, 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. The original
surety bond is still currently in force, however the Company is seeking
alternative coverage. The Company must establish the alternative financial
assurance coverage by December 5, 2000, which date may be extended thereafter
for good cause for up to an additional 60 days. Such alternative financial
assurance coverage could require additional collateral payments by the Company.
Other investing activities in the first nine months of 2000 included
$24.9 million of capital expenditures, compared with $12.5 million for the same
period of 1999. The increase was primarily due to construction required by a new
contract to provide services at a "greenfield" steel mill unit of an established
customer. As of September 30, 2000, the Company had committed to additional
capital expenditures totaling approximately $22 million. However, these
commitments may be partly funded by leases, which the Company has not currently
obtained, and portions of these commitments will be spent in years beyond 2000.
Investing activities for the first nine months of 2000 also included payments,
net of recoveries from the Company's insurance carriers, totaling $5 million for
asbestos-related product liability claims and expenses previously accrued
against two non-operating subsidiaries of the Company. Recoveries, net of
payments, were $6.6 million for the first nine months of 1999. Management
expects that the rate of future payments for such claims will decline from the
levels experienced during the first nine months of 2000.
As of September 30, 2000, the Company had $9.8 million of borrowings
outstanding on its $40 million maximum revolving credit facility. Management
believes it has sufficient cash-generating resources from operations and
remaining 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.
11
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ENVIROSOURCE, INC.
PART II - OTHER INFORMATION
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 September 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: November 8, 2000
ENVIROSOURCE, INC.
By: /s/ John C. Heenan
-------------------
John C. Heenan
Senior Vice President and
Chief Financial Officer
16
