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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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Chemfix Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
163 611
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(CUSIP Number)
Stephen M. Pickens, Vice President, Ally Capital Corporation,
2330 Marinship Way, St. 300, Sausalito, CA 94965; tel: 415/331-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of Pages
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SCHEDULE 13D
CUSIP No. Page of Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ally Capital Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.A.
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 1,690,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER
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(9) SOLE DISPOSITIVE
POWER 1,690,000
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(10) SHARED DISPOSITIVE
POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.00
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the
Common Stock, $.01 par value (the "Shares"), of Chemfix Technologies, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 3500 North Causeway Blvd., Suite 720, Metairie, Louisiana
70002.
Item 2. IDENTITY AND BACKGROUND
This Statement is being filed by Ally Capital Corporation, a California
corporation ("Ally Capital"). The principal executive offices of Ally Capital
are located at 2330 Marinship Way, Suite 300, Sausalito, California 94965.
Ally Capital's principal business involves the management of equipment
finance portfolios for its own account and for the account of third parties.
The name, business address, present principal occupation and citizenship of
each executive officer and director of Ally Capital are set forth in Exhibit A
hereto, which is incorporated herein by reference.
During the last five years, neither Ally Capital nor, to the best knowledge
of Ally Capital, any of its executive officers, directors or controlling persons
has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration for the acquisition of the Shares reported as
beneficially owned in Item 5 hereof is $530,487.27 of the claim of Ally Capital
against the Issuer as Debtor in proceedings under Chapter 11 of the Bankruptcy
Code, which claim as of August 11, 1995 amounted to $1,180,487.27, plus all
interest, attorneys' fees, late charges, costs and other similar charges
accruing thereunder. The Shares beneficially owned by Ally Capital were
acquired pursuant to the Fourth Amended Plan of Reorganization (the "Plan"), as
confirmed by the Order Confirming Plan (the "Order"), dated October 9, 1996, and
the Notice of Order Confirming Debtor's Plan of Reorganization, dated October
18, 1996, by the United States Bankruptcy Court for the Eastern District of
Louisiana.
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Item 4. PURPOSE OF TRANSACTION
The purpose for the acquisition pursuant to the Plan of the Shares
beneficially owned by Ally Capital is to settle partially the claim of Ally
Capital against the Issuer as Debtor in Chapter 11 Bankruptcy proceedings. Ally
Capital's current intention is to hold the Shares beneficially owned by it for
investment. Ally Capital intends to review on a continuing basis various
factors relating to its investment in the Issuer, including the Issuer's
business and prospects, the market value of Shares, subsequent developments
affecting the Issuer, other investment and business opportunities available to
Ally Capital and general stock market and economic conditions. Based upon these
factors, Ally Capital may determine to maintain its investment in or to sell all
or part of the Shares beneficially owned by it.
Also pursuant to the Plan, Ally Capital became entitled to appoint one
director (who will be Stephen M. Pickens, a Vice President of Ally Capital) to
the Board of Directors of the Issuer and to receive voting power over an
aggregate of 2,050,000 Shares owned by David L. Donaldson and Michael E. McGoey
(the "Donaldson and McGoey Stock"), the Chairman, President and Chief Executive
Officer and the Chief Financial Officer, respectively, of the Issuer upon the
occurrence of certain events, as follows:
(a) On and after September 1, 1997, if Net Cash Flow (as defined
below) of the Issuer is less than $125,000.00 before extraordinary items
for the fiscal year beginning September 1, 1996 and ending August 31, 1997
and the Issuer has not received a minimum of $400,000 of additional
contributed capital, equity or subordinated debt prior to August 1, 1997;
or
(b) On or after September 1, 1998, if the Issuer has received a
minimum of $400,000 of additional contributed capital equity or
subordinated debt prior to August 1, 1997 but Net Cash Flow for the fiscal
year beginning September 1, 1996 and ending August 31, 1997 is less than
$125,000 before extraordinary items, and Net Cash Flow for the fiscal year
beginning September 1, 1997 and ending August 31, 1998 is not at least
$125,000 before extraordinary items; or
(c) On and after the date of the termination of the employment of Mr.
Donaldson with the Issuer for any reason whatsoever on or before
September 1, 1998; provided, however, that Ally Capital may not vote the
Donaldson and McGoey Stock if Net Cash Flow of the Issuer is greater than
$125,000.00 before extraordinary items for the fiscal year beginning
September 1, 1996 and ending August 31, 1997 and the Issuer has received a
minimum of $400,000 of additional contributed capital, equity or
subordinated debt prior to August 1, 1997.
-2-
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Net Cash Flow is defined in the Plan to mean the Net Increase in Cash as
reflected in the Issuer's Consolidated Statement of Cash Flows as prepared by
the Issuers' accountants.
The remaining $650,000.00 balance of the claim, pursuant to the Plan,
constitutes indebtedness of the Issuer to Ally Capital bearing interest at the
rate of 10.25% per annum from the date of the Order and is payable in
consecutive monthly installments in amounts provided for in the Plan.
Except as otherwise indicated in this Item 4, Ally Capital has no current
plans or proposals with respect to the Issuer (although it reserves the right to
develop any such plans or proposals) that relate to or that could result in the
occurrence of any of the events set forth in paragraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Ally Capital owns 1,690,000 Shares, representing 20.0% of the total
number of Shares outstanding (based upon an aggregate of 8,449,119 Shares
outstanding upon confirmation of and pursuant to the Plan). To the best
knowledge of Ally Capital, no director, executive officer or controlling person
of Ally Capital beneficially owns any Shares.
(b) Ally Capital has the sole power to vote or to direct the vote and the
sole power to dispose of, or to direct the disposition of, the Shares owned by
it.
(c) Neither Ally Capital nor, to the best knowledge of Ally Capital, any
director, executive officer or controlling person of Ally Capital, has effected
any transactions in Shares during the past sixty days.
(d) No person other than Ally Capital has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares beneficially owned by Ally Capital.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As described in Item 4 hereof, the Plan provides that Stephen M. Pickens, a
Vice President of Ally Capital, will be appointed to the Issuer's Board of
Directors and Ally Capital will acquire voting power with respect to the
Donaldson and McGoey Shares upon the occurrence of certain events.
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Except as set forth above, neither Ally Capital nor, to the best knowledge
of Ally Capital, any executive officer, director or controlling persons of Ally
Capital, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of the Issuer,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Name, Business, Address and Present Principal Occupation and
Address of Employment of Each Executive Officer, Director and Controlling Person
of Ally Capital.
Exhibit B. Notice of Order Confirming Debtor's Plan of Reorganization,
dated October 18, 1996.
Exhibit C. Fourth Amended Plan of Reorganization.
Exhibit D. Immaterial Modification to Fourth Amended Plan and Fourth
Amended Disclosure Statement.
SIGNATURE
After reasonably inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
ALLY CAPITAL CORPORATION
By: /s/ STEPHEN M. PICKENS
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Stephen M. Pickens
Vice President
Dated November 14, 1996
-4-
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SEQUENTIAL EXHIBIT INDEX
Exhibit No. Description Page
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A Name, business address and present principal
occupation and address of employment of the
executive officers, directors and controlling
persons of Ally Capital.
B Notice of Order Confirming Debtor's Plan of
Reorganization, dated October 18, 1996
(incorporated herein by reference to Exhibit 1
to the Issuer's Current Report on Form 8-K,
dated October 18, 1996 ("October 8-K") (File
No. 0-12258)). *
C Fourth Amended Plan of Reorganization
(incorporated herein by reference to
Exhibit 1 to the Issuer's Current Report on
Form 8-K, dated September 19, 1996 (File
No. 0-12258)). *
D Immaterial Modification to Fourth Amended Plan
and Fourth Amended Disclosure Statement
(incorporated herein by reference to Exhibit 2
to the October 8-K). *
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* previously filed and incorporated herein by reference.
<PAGE>
EXHIBIT A
Name, business address and present principal
occupation and address of employment of the
executive officers, directors and controlling
persons of Ally Capital:
<TABLE>
Present Position Present Principal
Name Citizenship with Ally Capital Occupation
---- ----------- ----------------- -----------
<S> <C> <C> <C>
D. Allen Gold United Kingdom President, Chief Executive same
Officer and Director
Gary K. Abreim U.S.A Senior Vice President, same
Chief Financial Officer
and Director
Stephen M. Pickens U.S.A. Vice President same
James A. Kamradt U.S.A. Vice President same
Mary D. Stawski U.S.A Secretary same
</TABLE>
The business address of the above persons is Ally Capital Corporation,
2330 Marinship Way, Suite 300, Sausalito, California 94965.
