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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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)
April 3, 1997
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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 / /.
(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.
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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))
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CUSIP No. 163 611 13D
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Ally Capital Corporation
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Power
Beneficially Owned 2,112,500
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
2,112,500
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,112,500
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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)
22.73
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION 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 1,690,000 of the Shares (such
1,690,000 shares being referred to herein as the "Plan 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 Plan 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.
Additionally, Ally Capital acquired 422,500 Shares (the "Remaining
Shares") from the Issuer in lieu of loan fees and costs relating to a series
of loans and guarantees entered into by Ally Capital in favor of and for the
benefit of the Issuer.
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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.
Ally Capital plans to obtain this voting power through the execution of
a voting trust agreement by Mr. Donaldson and Mr. McGoey and the contribution
of the Shares owned by Mr. Donaldson and Mr. McGoey to such voting trust.
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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 2,112,500 Shares, representing 22.73% of the
total number of Shares outstanding (based upon an aggregate of 9,294,119
Shares outstanding). 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 reasonable 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: May 6, 1997
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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.
