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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. 3)*
RESOURCE RECYCLING TECHNOLOGIES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value
________________________________________________________________________________
(Title of Class of Securities)
760930-10-7
_______________________________________________________________
(CUSIP Number)
Andrew T. Dwyer
532 Cantitoe Road
Bedford, New York 10506
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 1995
_______________________________________________________________
(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 [_]. (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 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).
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 760930-10-7 PAGE 2 OF 5 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew T. Dwyer
S.S. No. ###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
160,100
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
160,100
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
160,100
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.98%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
2 of 7
<PAGE>
AMENDMENT NO. 3 to SCHEDULE 13D
CUSIP NO. 760930-10-7 Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value, of Resource
Recycling Technologies, Inc. The name and address of the principal executive
offices of the Issuer are:
Resource Recycling Technologies, Inc.
300 Plaza Drive
Vestal, New York 13850
ITEM 2. IDENTITY AND BACKGROUND
There are no changes in the response to this Item from the Schedule 13D
filed on March 2, 1994.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 3 to Schedule 13D reports the gift by Cynthia K. Dwyer,
the wife of Andrew T. Dwyer, of 400 shares of the Issuer's Common Stock and the
vesting of non-qualified stock options to purchase 20,000 shares of the Issuer's
Common Stock previously granted to Andrew T. Dwyer, as follows. On January 10,
1995, Cynthia K. Dwyer made a gift of 400 shares. On March 15, 1995, non-
qualified stock options previously granted to Andrew T. Dwyer to purchase 20,000
shares of the Issuer's Common Stock became exercisable by Mr. Dwyer and his
beneficial ownership of such shares is reported herein pursuant to Rule 13d-
3(d)(1)(i). The total amount of funds to be used to make the purchase of shares
upon the exercise of the options reported herein will be obtained from personal
funds of the reporting person.
ITEM 4. PURPOSE OF TRANSACTION
There are no changes in the response to this Item from the Schedule 13D
filed on March 2, 1994.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 15, 1995, the reporting persons
named in Item 2 of this Schedule 13D, by virtue of the language of Rule
13(d)(1)(i), may be deemed to own beneficially in the aggregate the number and
percentage of the Issuer's Common Stock set forth below. The percentages are
based 2,675,773 shares of the Issuer's Common Stock, which was the number of
such shares outstanding on such date assuming the exercise of outstanding stock
options that are exercisable within 60 days of the date of this filing.
<PAGE>
AMENDMENT NO. 3 to SCHEDULE 13D
CUSIP NO. 760930-10-7 Page 4 of 5 Pages
<TABLE>
<CAPTION>
Name Shares of Common Stock Percentage
- ---- ---------------------- ----------
<S> <C> <C>
Andrew T. Dwyer 160,100 5.98%
Cynthia K. Dwyer 13,600 .51%
Nancy T. Dwyer 18,000 .67%
Elizabeth K. Dwyer 18,000 .67%
Andrew K. Dwyer 18,000 .67%
</TABLE>
The shares owned by Andrew T. Dwyer include an aggregate of 3,300 shares
owned by a family trust of which Mr. Dwyer is a trustee and beneficiary.
Andrew T. Dwyer may be deemed to own beneficially the shares owned by
Cynthia K. Dwyer, Mr. Dwyer's wife, and Nancy T. Dwyer, Elizabeth K. Dwyer, and
Andrew K. Dwyer, Mr. Dwyer's children. Andrew T. Dwyer disclaims beneficial
ownership of such shares. If he is deemed to beneficially own these shares, his
beneficial ownership is 227,700, or 8.51% of the outstanding shares of the
Issuer's Common Stock.
Cynthia K. Dwyer may be deemed to own beneficially the shares owned by
Andrew T. Dwyer, Mrs. Dwyer's husband, and Nancy T. Dwyer, Elizabeth K. Dwyer,
and Andrew K. Dwyer, Mrs. Dwyer's children. Cynthia K. Dwyer disclaims
beneficial ownership of such shares. If she is deemed to beneficially own these
shares, her beneficial ownership is 227,700, or 8.51% of the outstanding shares
of the Issuer's Common Stock.
There are no changes in the responses to the other parts of this Item
from the Schedule 13D filed on March 2, 1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Pursuant to the terms of a Stock Tender Agreement dated as of March 17,
1995, among Waste Management, Inc. ("Buyer"), WMI Acquisition Sub, Inc., a
wholly-owned subsidiary of Buyer ("Sub"), and Andrew T. Dwyer (the "Tender
Agreement"), Mr. Dwyer has agreed to tender the shares of Common Stock of the
Issuer owned by Mr. Dwyer (the "Shares") in the cash tender offer of Buyer to
purchase any and all of the issued and outstanding shares of Common Stock of the
Issuer at a purchase price of $11.50 per share (the "Offer"). The Tender
Agreement is attached hereto as Exhibit A and incorporated herein by this
reference. The Issuer, Buyer, and Sub have entered into an Agreement and Plan of
Merger dated March 17, 1995 (the "Acquisition Agreement"), which provides, among
other things, that Buyer shall
<PAGE>
AMENDMENT NO. 3 to SCHEDULE 13D
CUSIP NO. 760930-10-7 Page 5 of 5 Pages
commence the Offer and that Sub shall merge with and into the Issuer,
subject to the conditions set forth therein.
Andrew T. Dwyer has agreed not to withdraw his tender of the Shares in the
Offer; provided, however, that Mr. Dwyer may decline to tender or withdraw any
and all Shares tendered if (A) the amount or form of consideration to be paid by
Buyer for such Shares is less than cash in the amount of $11.50 per Share, (B)
the Acquisition Agreement is terminated, or (C) the board of directors of the
Issuer has withdrawn its recommendation for the Offer; provided that if such
withdrawal of a recommendation occurs and the Issuer's board subsequently
recommends an offer by Buyer or an affiliate of Buyer for a consideration per
Share greater than $11.50 per Share, Mr. Dwyer agrees to re-tender any Shares he
has withdrawn. In addition, for so long as the Issuer's board of directors has
not withdrawn its recommendation for the Offer, Mr. Dwyer has agreed, among
other things, not to dispose of, or grant any proxies with respect to, the
Shares or to solicit parties other than Buyer to acquire any Common Stock or a
material portion of the assets or business of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Stock Tender Agreement, dated as of March 17, 1995,
among Waste Management, Inc., WMI Acquisition Sub,
Inc., and Andrew T. Dwyer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 21, 1995
/s/ ANDREW T. DWYER
------------------------------
ANDREW T. DWYER
<PAGE>
STOCK TENDER AGREEMENT
STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among
Andrew T. Dwyer (the "Stockholder"), Waste Management, Inc., an Illinois
corporation ("Parent") and WMI Acquisition Sub, Inc., a Delaware corporation and
a wholly owned subsidiary of Parent ("Buyer").
WHEREAS, Buyer, and Resource Recycling Technologies, Inc., a Delaware
corporation (the "Company") propose to enter into an Agreement and Plan of
Merger dated the date hereof (the "Acquisition Agreement") which provides, among
other things, that Buyer shall commence an all cash tender offer to purchase any
and all shares of common stock of the Company at a purchase price of $11.50 per
share (the "Offer", which term shall include any amendment thereof not in
violation of the Acquisition Agreement), to purchase any and all of the issued
and outstanding shares of Company's Common Stock, par value $1.00 per share
("Common Stock"), and shall merge Buyer with and into the Company (the
"Merger"), in each case upon the terms and subject to the conditions set forth
in the Acquisition Agreement (any term used herein without definition shall have
the definition ascribed thereto in the Acquisition Agreement);
WHEREAS, as of the date hereof, the Stockholder beneficially owns
267,700/1/ shares of Common Stock (the "Stockholder's Shares");
WHEREAS, as a condition to the willingness of the Company and Buyer to
enter into the Acquisition Agreement, and as an inducement to them to do so, the
Stockholder has agreed for the benefit of the Company and Buyer to tender the
Stockholder's Shares, and any other shares of Common Stock at any time during
the term of this Agreement held by Stockholder, in response to the Offer on the
terms and conditions contained in this Agreement; and
WHEREAS, the Board of Directors of the Company has approved the Acquisition
Agreement, the Offer, the Merger and this Agreement.
NOW THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement the parties hereby agree as
follows:
- -------------------
/1/ Consists of 116,800 Shares owned directly, 13,600 Shares owned by
Stockholder's wife, 18,000 Shares owned by each of his three minor children,
3,300 Shares owned by a family trust of which he is a trustee and beneficiary
and 80,000 Shares subject to stock options (40,000 of which are currently
exercisable and 40,000 of which will be exercisable on consummation of the
Offer). Stockholder need only initially tender the non-option Shares.
<PAGE>
ARTICLE 1
TENDER OFFER
SECTION 1.1. Tender of Shares. (a) Within five (5) business days of the
commencement by the Buyer of the Offer the Stockholder shall tender to the
depositary (the "Depositary") designated in the Offer to Purchase (the "Offer to
Purchase") distributed by the Buyer in connection with the Offer (i) a letter of
transmittal with respect to the Stockholder's Shares and any other shares of
Common Stock held by the Stockholder (such shares being referred to herein as
the "Shares"), complying with the terms of the Offer to Purchase, together with
instructions directing the Depositary to make payment for such Shares directly
to the Stockholder (but if such Shares are not accepted for payment and are to
be returned pursuant to the Offer to Purchase, to return such Shares to
Stockholder), (ii) the certificates representing the Shares and/or (iii) all
other documents or instruments required to be delivered pursuant to the terms of
the Offer to Purchase (such documents in clauses (i) through (iii) collectively
being hereinafter referred to as the "Tender Documents").
(b) The Stockholder will not, subject to applicable law, withdraw the
tender effected in accordance with Section 1.1.(a); provided, however, that the
Stockholder may decline to tender, or may withdraw, any and all Shares if (A)
the amount or form of consideration to be paid for such Shares is less than cash
in the amount of $11.50 per Share, net to the Stockholder in cash, (B) the
Acquisition Agreement is terminated, or (C) the Board of Directors of the
Company has withdrawn its recommendation of the Offer pursuant to Section
6.1(c)(ii) of the Acquisition Agreement, provided that if such withdrawal of a
recommendation occurs and the Board of Directors subsequently recommends an
offer by Buyer or an affiliate of Buyer for a consideration per Share greater
than $11.50 per Share, the Stockholder agrees to re-tender any Shares it has
withdrawn, whereupon all the terms of this Agreement shall be revived and
applicable to such Shares.
SECTION 1.2. Additional Shares. Any Shares of Common Stock acquired by
the Stockholder after the date hereof and prior to the termination of this
Agreement, whether upon the exercise of options or by means of purchase,
distribution, dividend or otherwise, shall be immediately tendered by the
Stockholder and shall constitute "Shares" subject to the terms of this
Agreement.
SECTION 1.3. No Purchase. Buyer may allow the Offer to expire without
accepting for payment or paying for any Shares, as set forth in the Offer to
Purchase, without purchasing all or any Shares pursuant thereto. If any Shares
are not accepted for payment in accordance with the terms of the Offer to
Purchase, they shall be returned to Stockholder, whereupon they shall continue
to be held by Stockholder subject to the terms and conditions of this Agreement.
SECTION 1.4. Restrictions. Except as contemplated by Section 1.1 hereof
and so long as the Board of Directors of the Company has not withdrawn its
recommendation of the Offer pursuant to Section 6.1(c)(ii) of the Acquisition
Agreement, Stockholder shall not, directly or indirectly: (i) offer for sale,
sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to or
2
<PAGE>
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of Stockholder's Shares or any
interest therein; (ii) grant any proxies or powers of attorney, deposit any
Shares into a voting trust or enter into a voting agreement with respect to any
Shares; or (iii) other than as may be permitted to the Company by Section 4.6 of
the Acquisition Agreement, solicit, initiate or knowingly promote any party
other than Buyer or an affiliate of Buyer to acquire or offer to acquire the
Company, any of its Common Stock or a material portion of the assets or business
of the Company or any of its subsidiaries.
ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER
Stockholder represents, warrants and covenants to the Buyer that:
SECTION 2.1. Ownership. The Stockholder is the sole, true, lawful and
beneficial owner of the Stockholder's Shares with no restriction on voting
rights or rights of disposition pertaining to the Shares, and does not currently
beneficially own any other Shares. Stockholder will convey good and valid title
to the Shares being purchased pursuant to the Offer or the Merger, as the case
may be, free and clear of any and all claims, liens, charges, encumbrances and
security interests. Except as contemplated hereby, none of the Shares is
subject to any voting trust or other agreement or arrangement with respect to
the voting of such Shares.
SECTION 2.2. Non-Contravention. The execution, delivery and performance
by Stockholder of this Agreement and the consummation of the transactions
contemplated hereby (i) is within Stockholder's powers, have been duly
authorized by all necessary action (including any consultation, approval or
other action by or with any other person), (ii) require no action in respect of,
or filing with, any governmental body, agency, official or authority (except as
may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
or the Securities Exchange Act of 1934), and (iii) do not and will not
contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of the
Stockholder or to a loss of any benefit of Stockholder under any provision of
applicable law or regulation or of any agreement, judgment, injunction, order,
decree, or other instrument binding on Stockholder or result in the imposition
of any lien on any asset of Stockholder.
SECTION 2.3. Binding Effect. This Agreement has been duly executed and
delivered by Stockholder and is the valid and binding agreement of Stockholder,
enforceable against Stockholder in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws relating to creditors' rights generally.
3
<PAGE>
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer represents, warrants and covenants to Stockholder that:
SECTION 3.1. Corporate Power and Authority. Buyer has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
have been duly authorized by the Board of Directors of Buyer and no other
corporate action on the part of Buyer is necessary to authorize the execution,
delivery and performance by Buyer of this Agreement and the consummation by
Buyer of the transactions contemplated hereby.
SECTION 3.2. Binding Effect. This Agreement has been duly executed and
delivered by Buyer and is a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights generally.
SECTION 3.3. Acquisition for Buyer's Account. Any Shares to be acquired
upon consummation of the Offer will be acquired by Buyer for its own account and
not with a view to the public distribution thereof and will not be transferred
except in compliance with the Securities Act of 1933.
ARTICLE 4
MISCELLANEOUS
SECTION 4.1. Expenses. Each party will pay its own costs and expenses
incurred in connection with this Agreement.
SECTION 4.2. Additional Agreements. Subject to the terms and conditions
of this Agreement, each of the parties hereto agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement.
SECTION 4.3. Notice. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by telecopy, or by registered or certified mail (postage prepaid,
return receipt requested) to such party at its address set forth on the
signature page hereto.
4
<PAGE>
SECTION 4.4. Amendments; Termination. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties thereto. This Agreement will
terminate upon the termination of the Acquisition Agreement in accordance with
its terms.
SECTION 4.5. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided, however, that Buyer may assign its
rights and obligations to another wholly owned subsidiary of Buyer who is the
assignee of Buyer's rights under the Acquisition Agreement, and provided,
further, that except as set forth in the prior clause, a party may not assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto.
SECTION 4.6. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of Delaware without giving effect to the
principles of conflicts of laws thereof.
SECTION 4.7. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WASTE MANAGEMENT, INC.
/s/ JOSEPH M. HOLSTEN
By:____________________________________
Name: Joseph M. Holsten
Title: Executive Vice President
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
WMI ACQUISITION SUB, INC.
/s/ JOSEPH M. HOLSTEN
By:____________________________________
Name: Joseph M. Holsten
Title: Vice President
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
STOCKHOLDER
/s/ ANDREW T. DWYER
By:____________________________________
Name: Andrew T. Dwyer
c/o Airlie Group
115 E. Putnam Street
Greenwich, CT 06830
6
