SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
RESOURCE RECYCLING TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
760930-10-7
(CUSIP Number)
JWP INC.
(Name of Persons Filing Statement)
Sheldon I. Cammaker
Executive Vice President and General Counsel
JWP INC.
Six International Drive
Rye Brook, New York 10573
(914) 935-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1993
(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 the statement
[ ].
Page 1 of 13 Pages
SCHEDULE 13D
CUSIP No. 760930-10-7 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWP INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)| |
(b)| |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 9 to Schedule 13D amends the Schedule 13D,
dated October
18, 1993 (the "Schedule 13D"), filed by JWP INC., a Delaware
corporation
("JWP"), with respect to its beneficial ownership of common
stock, $1.00 par
value ("Common Stock") of Resource Recycling Technologies, Inc.,
an Ohio
corporation ("RRT").
Item 4. Purpose of Transaction.
On January 6, 1994, pursuant to a Stock Purchase
Agreement dated
December 30, 1993 among JWP, RRT, Allen & Company Incorporated
and Paul Gould,
JWP sold all of the 914,806 shares of RRT Common Stock
beneficially owned by
JWP for an aggregate purchase price of $2,299,884.75.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect
to Securities of the Issuer.
See Item 4.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of
the undersigned, the undersigned certifies that the information
set forth in
this statement is true, complete and correct.
Date: January 7, 1994
JWP INC.
By: /s/ Sheldon I. Cammaker
Name: Sheldon I. Cammaker
Title: Executive Vice
President and General
Counsel
AGREEMENT dated as of December 30, 1993 among JWP INC.
("Seller"), Resource Recycling Technologies, Inc. (the
"Company") and the purchasers whose names appear on Schedule A
hereto (the "Purchasers").
W I T N E S S E T H:
WHEREAS, the Purchasers are purchasing from Seller an
aggregate of 914,806 shares of Common Stock, $1.00 par value
(the "Shares"), of the Company on the terms and conditions
described below, and
WHEREAS, in connection with such purchase and sale, the
Company has agreed to register the Shares on terms as provided
herein,
NOW THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale. (a) Each Purchaser hereby agrees
to purchase from Seller, and the Seller hereby agrees to sell to
such Purchaser, all Seller's right, title and interest in and to
the number of Shares set forth opposite such Purchaser's name on
Schedule A hereto, in consideration for the payment of the
purchase price set forth opposite such Purchaser's name on
Schedule A (the "Purchase Price"), constituting an aggregate
purchase price for all Shares of $2,391,365.75 ($2.625 x 914,806
Shares, less a $10,000 allowance for costs).
(b) The closing (the "Closing") of the purchase and
sale of the Shares hereunder shall be held at the offices of
Allen & Company Incorporated, New York, New York, on the fifth
business day following execution hereof, or at such other time
as the parties shall mutually agree (the "Closing Date"). At
the Closing,
(i) Each Purchaser shall deliver to Seller the
Purchase Price for the Shares purchased by such Purchaser by
wire transfer to the account of such Seller, designated by
Seller, by notice to Purchaser, no later than two business days
prior to the Closing Date; and
(ii) Seller shall cause to be delivered to each
Purchaser certificates for the Shares being purchased by such
Purchaser, in duly registered form, duly executed by the
appropriate officers of the Company and countersigned by the
Company's transfer agent.
(c) Purchasers are acquiring all Seller's right,
title and interest in and to the Shares but are not acquiring
any rights or assuming any obligations under the Agreement dated
as of August 29, 1991 between Seller and the Company (the
"August 1991 Agreement"), including without limitation the
special Board of Directors representation privileges pursuant to
Section 1.02 thereof. All rights and obligations of Seller and
the Company under the August 1991 Agreement shall terminate upon
the consummation of the purchase and sale of the Shares
hereunder.
2. Representations and Warranties of Seller. Seller
hereby represents and warrants to Purchasers as follows:
(a) Seller has taken all action necessary to
authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by
Seller and constitutes the legal, valid and binding obligation
of Seller, enforceable against it in accordance with its terms,
except as (1) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (2) the availability of equitable remedies
may be limited by equitable principles of general applicability.
(b) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby on the part of Seller, (i) requires, or will require, the
consent, approval, authorization or order of, giving of notice
to, or the registration with, any court or any federal, state or
other governmental authority, agency or instrumentality or any
other person or (ii) constitutes, or with lapse of time or
giving of notice of both will constitute, a breach of or default
under or a basis for nonperformance by another party under any
agreement, instrument or other obligation binding upon Seller.
(c) There is no action, suit or proceeding pending or
threatened against or affecting Seller or Seller's property
before any court, arbitrator or governmental body, agency or
official which in any manner involves the Shares or draws into
question the validity of this Agreement, the Seller's interest
in the Shares, Seller's power or authority to sell or transfer
the Shares or any other action to be taken by Seller pursuant
hereto, provided that the Closing Date occurs prior to the entry
of any order for relief in the United States Bankruptcy Court
involving the involuntary petition currently pending with
respect to Seller.
(d) As of the date hereof, and as of the Closing
Date, Seller is and will be the record and beneficial owner of,
and has and will have full right, title and interest in and to,
all of the Shares, free and clear of any lien, claim
encumbrance, security interest or other defect in title. At the
Closing Date, the Shares will not be subject to any transfer
restrictions (other than restrictions imposed by applicable
state or federal securities laws), voting trusts or agreements or
any other restrictions, obligations or rights of any party. At
the Closing Date, Seller will transfer to Purchasers good and
marketable title to the Shares, free and clear of any lien,
claim, encumbrance, security interest, restriction on transfer
(other than restrictions imposed by applicable state or federal
securities laws) or other defect in title, other than such as
have been created by Purchasers.
3. Representations and Warranties of Purchasers.
Each Purchaser hereby represents and warrants to the Company and
Seller as follows:
(a) Such Purchaser acknowledges and understands
that an investment in the Shares is speculative and involves a
risk of loss of the entire investment and no assurance can be
given of any income from, or return on, such investment.
(b) Seller has made available to such Purchaser
prior to the purchase of any of the Shares, information
concerning the Company, its business and financial condition and
future prospects, as well as the opportunity to ask questions of
and receive answers from representatives of the Company
concerning the Company's business and financial condition and
future prospects, to the extent that Seller possesses such
information or can acquire it without unreasonable effort or
expense, and all such questions, if asked, have been answered
satisfactorily and all such documents, if examined, have been
found to be fully satisfactory. Purchasers acknowledge that the
Company is not responsible for any such information except to
the extent that such information has been made publicly
available by the Company through its public filings or
otherwise.
(c) Such Purchaser acknowledges and understands
that (1) the Shares have not been registered under the
Securities Act of 1933 (the "1933 Act") or any state securities
laws and are being offered and sold in reliance upon exemptions
provided in the 1933 Act and state securities laws for
transactions not involving any public offering and, therefore,
cannot be resold or transferred unless they are subsequently
registered under the 1933 Act and applicable state securities
laws or unless an exemption from such registration is available;
and (ii) Rule 144 under the 1933 Act (which under certain
circumstances allows a public sale of shares held for at least
two (2) years) may not be available as a basis for the exemption
from registration of any of the Shares.
(d) (i) Such Purchaser is purchasing the
Shares, and any purchase of the Shares will be, for investment
purposes only for the account of such Purchaser and not with any
view toward a distribution thereof absent the effectiveness of a
registration statement concerning the Shares or an exemption
therefrom; (ii) such Purchaser has no contract, undertaking,
agreement or arrangement with any person to sell, transfer or
pledge to such person or anyone else any of the Shares and such
Purchaser has no present plans to enter into any such contract,
undertaking, agreement or arrangement; and (iii) such Purchaser
agrees not to resell or otherwise dispose of all or part of the
Shares unless the intended disposition is permissible under and
does not violate the 1933 Act, any state securities laws or
rules or regulations thereunder.
(e) Such Purchaser understands and acknowledges that
all certificates for the Shares to be issued in connection with
the purchase and sale hereunder will bear a legend to the
following effect:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or the
securities laws of any state. Such shares may not be offered
for sale, sold, delivered after sale, transferred, pledged or
hypothecated, in the absence of an effective registration
statement covering such shares under the Act and any applicable
state securities laws, unless an exemption from such
registration is available."
4. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser as
follows:
(a) The Company has taken all action necessary to
authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by
the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance
with its terms, except as (1) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting
creditors rights generally and (2) the availability of equitable
remedies may be limited by equitable principles of general
applicability.
(b) When purchased by and issued to Purchasers, the
Shares will be validly issued, fully paid and non-assessable
shares of capital stock of the Company, with the rights as set
forth in the Company's Certificate of Incorporation.
5. Conditions to the Obligations of Purchaser and
Seller.
(a) The obligation of Purchasers to consummate the
transactions contemplated hereby is subject to the following
conditions:
(i) (1) Seller shall have performed in all
material respects all of Seller's obligations hereunder
required to be performed on or prior to the Closing Date, (2)
the representations and warranties of Seller contained in this
Agreement and in any certificate delivered by Seller pursuant
hereto shall be true and correct in all material respects at
and as of the Closing Date, as if made at and as of such date,
and (3) if requested by Purchasers, Purchasers shall have
received a certificate signed by Seller to the foregoing
effect.
(ii) No proceeding challenging this Agreement or the
transactions contemplated hereby or seeking to prohibit, alter,
prevent or materially delay the Closing shall have been
instituted by any person before any court, arbitrator or
governmental body, agency or official.
(iii) All approvals, if any, required to be obtained
by the Company, in the Company's reasonable judgment, in order
to authorize and permit the consummation of the purchase and
sale of the Shares shall have been obtained and there shall have
been no material adverse change in the business or financial
condition of the Company.
(b) The obligation of Seller to consummate the
transactions contemplated hereby is subject to the following
conditions:
(i) (1) Purchasers shall have performed in all
material respects all of Purchasers' obligations hereunder
required to be performed on or prior to the Closing Date, (2)
the representations and warranties of Purchasers contained in
this Agreement and in any certificate delivered by Purchasers
pursuant hereto shall be true and correct in all material
respects at and as of the Closing Date, as if made at and as
of such date and (3) if requested by Seller, Seller shall have
received a certificate signed by Purchasers to the foregoing
effect.
(ii) No proceeding challenging this Agreement or the
transactions contemplated hereby or seeking to prohibit, alter,
prevent or materially delay the Closing shall have been
instituted by any person before any court, arbitrator or
governmental body, agency or official.
6. Registration.
6.1 Definitions. As used herein:
(a) The terms "register," "registered" and
"registration" refer to a registration effected by preparing and
filing a registration statement with the Securities and Exchange
Commission (the "Commission") in compliance with the 1933 Act
and the declaration or ordering of the effectiveness of such
registration statement.
(b) For the purposes hereof the term "Registrable
Securities" means: (i) the Shares, (ii) stock issued in lieu
thereof in any reorganization and (iii) stock issued in respect
of the stock referred to in (i) and (ii) as a result of a stock
split, stock dividend, recapitalization or combination.
(c) The terms "Holder" or "Holders" mean any person
or persons to whom Registrable Securities were originally issued
or permitted transferees under Section 6.4 hereof who hold
Registrable Securities.
6.2 Filing of Registration Statement. Promptly
following the date hereof, the Company will (a) file a
Registration Statement on Form S-3 (or other appropriate form)
for the sale or other disposition of all of the Shares from time
to time in the manner specified by the Purchasers, consistent
with the Rule 415 under the 1933 Act, and (b) use its best
efforts to obtain a declaration of effectiveness of such
Registration Statement as soon as practicable and take all
actions incidental thereto (including, without limitation, the
execution of an undertaking to file post-effective amendments,
appropriate qualifications under the applicable blue sky or
other state securities laws and appropriate compliance with
exemptive regulations issued under the 1933 Act and any other
governmental requirements or regulations) as may be necessary to
permit or facilitate the sale and distribution of the
Registrable Securities by the Holders, in the jurisdictions and
in the manner that they may reasonably request, without
restrictions; provided, however, that, notwithstanding the
foregoing, the Company shall not be required to cause such
registration statement to be filed with the Commission prior to
the filing of the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 1993.
6.3 Expenses of Registration. In order to induce the
Company to enter into this Agreement, to agree to the
registration provisions hereof, and to compensate the Company
for any expenses incurred in connection therewith, Seller will
at the Closing pay to the Company a non-accountable expense
allowance equal to $.10 times the number of Shares, or $91,481
in the aggregate. Seller hereby authorizes Allen & Company
Incorporated to reduce the amounts payable to Seller in respect
of its Purchase Price as provided on Schedule A by such amount,
and deliver such amount to the Company in fulfillment of such
obligations. In addition, the Purchasers hereby agree to
reimburse the Company for an aggregate amount of up to $10,000
toward the expenses incurred by the Company in connection with
any registration pursuant to this Section 6. The Company shall
bear the costs of any and all registration expenses in excess of
such amounts.
6.4 Registration Procedures. In connection with the
registration effected by the Company pursuant to this Section 6,
the Company will:
(a) keep such registration statement effective and
file any necessary post-effective amendments and use its best
efforts to maintain the effectiveness thereof for a period of at
least 36 months from the date of initial filing.
(b) furnish such number of preliminary and final
prospectuses and other documents incident thereto as a Holder
from time to time may reasonably request.
(c) take any other action which may be necessary or
desirable to enable the Holders to consummate the public sale or
disposition of the Registrable Securities in jurisdictions and
at
such times (within the period referred to in Section 6.4 (a))
as the Holders may reasonably request.
6.5 Indemnification
(a) The Company agrees to indemnify and hold harmless,
to the extent permitted by law, each Purchaser, its directors,
officers or any person who controls such Purchaser (within the
meaning of the 1933 Act) against any and all losses, claims,
damages, liabilities and expenses arising out of or based upon
any
untrue or alleged untrue statement of any material fact contained
in any registration statement, prospectus or preliminary
prospectus covering any of the Shares owned by such Purchaser, or
any amendment or supplement thereto, or arising out of or based
upon
any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to
the Company by such Purchaser expressly for use in such
registration statement or prospectus, or caused by such
Purchaser's failure to deliver a copy of the registration
statement or prospectus or any amendments thereto (it being
acknowledged that the Company has agreed to furnish each
Purchaser with a sufficient number of copies of the same).
(b) Each Purchaser agrees to indemnify and hold
harmless, to the extent permitted by law, the Company, its
directors and officers and each person who controls the
Company (within the meaning of the 1933 Act) against any and all
losses, claims, damages, liabilities and expenses arising
out of or based upon any untrue or alleged untrue statement
of any material fact contained in any registration statement,
prospectus or preliminary prospectus covering any of the Shares
owned by such Purchaser, or any amendment or supplement thereto,
or arising out of or based upon any omission or alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue
or alleged untrue statement or omission or alleged omission
is contained in or omitted from any information furnished in
writing by such Purchaser, and in no event will any Purchaser
be obligated to indemnify the Company, its directors, officers
or any person who controls the Company, in an amount in excess of
the proceeds to be derived by such Purchaser from the sale of
securities in the offering giving rise to a claim for
indemnification.
(c) Any person entitled to indemnification hereunder
will (i) give prompt notice to the indemnifying party of any
claim with respect to which it seeks indemnification; and (ii)
unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit the
indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party.
If such defense is not assumed, the indemnifying party
will not be subject to any liability for any settlement
made without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party
any and other such indemnified parties with respect to such
claim.
7. Miscellaneous.
7.1 Law Governing. This Agreement shall be construed
under and governed by the laws of the State of Delaware, without
reference to any principles of conflicts of laws.
7.2 Finder's Fees. Each party hereto agrees to indemnify
and hold harmless the other party from any liability for
commission or compensation in the nature of a finder's fee to
any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for
which such party, or any of its employees or representatives,
are responsible.
7.3 Notices. All notices and other communications
hereunder shall be in writing (including telex, telecopy or
similar transmission) and shall be given,
if to the Company: Resource Recycling Technologies, Inc.
300 Plaza Drive
Vestal, NY 13850
Att: Lawrence J. Schorr
President
if to Seller: JWP INC.
6 International Drive
Rye Brook, NY 10573
Att: General Counsel
if to any Purchaser: To such Purchasers name and
address as set forth on Schedule
A attached hereto
or to such other address of which either party may notify the
other parties pursuant to the above provisions.
7.4 Amendments; No Waivers. Any provision of this
Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an
amendment, by each party hereto, or in the case of waiver, by
the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right,
power or privilege.
7.5 Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, successors
and assigns.
7.6 Entire Agreement. This Agreement and the attachments
hereto constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior
agreements, understandings and negotiations, both written and
oral, between the parties with respect to the subject matter of
this Agreement. Neither this Agreement nor any provision hereof
is intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.
7.7 Counterparts. This Agreement may be executed
simultaneously in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same document.
PURCHASERS: ALLEN & COMPANY INCORPORATED
By: /s/ James W. Quinn
Name: James W. Quinn
Title: Vice President
/s/ Paul A. Gould
PAUL A. GOULD
SELLER: JWP INC.
By:/s/ Joseph A. Gallo
Name: Joseph A. Gallo
Title: Senior V.P. & Treasurer
THE COMPANY: RESOURCE RECYCLING TECHNOLOGIES
INC.
By:/s/ Lawrence J. Schorr
Name: Lawrence J. Schorr
Title: President
<PAGE>
SCHEDULE A
Schedule of Purchasers
Name and No. of Shares Purchase
Address to be Purchased Price
Allen & Company
Incorporated 764,806 $1,999,255.44
711 Fifth Avenue
New York, NY 10022
Paul A. Gould 150,000 392,110.31
711 Fifth Avenue
New York, NY 10022
Total 914,806 $2,391,365.75
