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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 18, 1997
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U.S. ENERGY SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-10238 52-1216347
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
515 NORTH FLAGLER DRIVE, SUITE 702, WEST PALM BEACH, FL 33401
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 820-9779
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N/A
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(FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)
Page 1 of ___ pages.
Exhibit Index at Page ___.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 4, 1997, U.S. Energy Systems, Inc. (the "Company") entered
into a definitive merger agreement with American Enviro-Services, Inc., an
Indiana corporation ("AES"), pursuant to which AES would become a wholly-owned
subsidiary of the Company (the "Merger"). AES, which operates from its Newburgh,
Indiana facility, provides multifaceted environmental services primarily
in the Midwestern United States. The Merger was consummated on August 18, 1997.
In connection with the consummation of the Merger, which was accounted
for under the purchase method of accounting, the Company issued 665,000 shares
of its Common Stock and paid $150,000 in cash to the shareholders of AES. The
aggregate purchase price was determined by the Company's Board of Directors
based upon an analysis of projected future cash flows, comparable companies and
comparable transactions. The cash portion of the purchase price was paid from
the Company's working capital reserves.
In addition, Howard Nevins signed a three-year employment agreement
with the Company to continue to serve as the President of AES and to serve as
Executive Vice President of the Company's Environmental Division. Mr. Nevins was
also appointed to the Board of Directors of the Company.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
a. Financial Statements of Business Acquired.
Financial statements of the business acquired will be provided pursuant
to an amendment to this Form 8-K, unless "previously filed," as such term is
defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
b. Pro Forma Financial Information.
Pro Forma financial information will be provided pursuant to an
amendment to this Form 8-K, unless "previously filed," as such term is defined
in Rule 12b-2 of the Exchange Act.
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c. Exhibits
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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2.1 Merger Agreement by and between U.S. Energy Systems, Inc.,
AES Merger Corp., American Enviro-Services, Inc., and the
Shareholders of American Enviro-Services, dated as of August 4,
1997.*
10.1 Form of Employment Agreement by and between U.S. Energy
Systems, Inc. and Howard Nevins.*
99.1 Press release dated August 19, 1997, announcing the
consummation of the Merger.
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*Incorporated by reference to the Company's Current Report on Form 8-K
dated August 12, 1997.
SIGNATURE
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 hereunto duly authorized.
August 22, 1997 U.S. ENERGY SYSTEMS, INC.
By: /s/ Seymour J. Beder
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Seymour J. Beder
Chief Financial Officer, Controller and
Treasurer
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Exhibit 99.1
US ENERGY SYSTEMS, INC.
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515 N. Flagler Drive, Suite 202 * West Palm Beach, FL 33401 *
(561) 820-9779 * Fax (561) 820-9775
FOR IMMEDIATE RELEASE
Date: August 19, 1997
Contact: Diane E. Carey
(561) 820-9779, Fax: (561) 820-9775
US ENERGY SYSTEMS, INC. COMPLETES ACQUISITION OF AMERICAN ENVIRO-SERVICE, INC.
West Palm Beach, FL -- August 19, 1997. U.S. Energy Systems, Inc. (Nasdaq Symbol
USEY) announced today that it has successfully completed the acquisition of
American Enviro-Services, Inc. of Newburgh, Indiana, which provides multifaceted
environmental services primarily in the Midwestern United States. American
Enviro-Services, Inc. will continue to operate as a wholly owned subsidiary of
U.S. Energy Systems, Inc., and will be the nucleus of a new division called
USE-Environmental. The value of the transaction is approximately $3 million.
American Enviro-Services is the leading company in its region in the collection
and recycling of used motor and industrial oils. The company's end product is
on-specification fuel used in industrial furnaces, boilers, and electric
cogeneration systems. In addition to its recycled oil operation, American
Enviro-Services provides industrial waste water treatment and 24-hour Emergency
Response services throughout the Midwestern United States. American
Enviro-Services also provides complete environmental consulting including full
scale project development and engineering services, underground tank removal
and installation, bioremediation, as well as Phase I, II and III environmental
assessments.
U.S. Energy Systems, Inc. develops, owns and operates cogeneration and
independent power projects throughout the United States. At present it owns
interests in plants in Utah, New Hampshire and Nevada, and is in the process of
developing and/or acquiring additional power plants in several other states and
the Caribbean. The Company is also participating in the development of a large
district heating facility, known as Reno Energy, which will utilize geothermal
heat to serve parts of the city of Reno, Nevada.
In announcing the closing of the transaction, U.S. Energy Systems' President and
CEO Richard H. Nelson stated, "Independent power production and concern for the
environment must be inseparable. Those who will succeed in the new era of
electric utility deregulation will be those who do not simply adhere to the
environmental rules and regulations, but who pro-actively seek to enhance the
environment. I strongly believe our new division will allow us to do that."
