<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
RESOURCE RECYCLING TECHNOLOGIES, INC.
---------------------------------------------
(Name of Issuer)
COMMON STOCK, $1.00 Par Value
------------------------------------
(Title of Class of Securities)
760930-10-7
---------------------------
(CUSIP Number)
ALLEN & COMPANY INCORPORATED
711 Fifth Avenue, New York 10022
Telephone: (212) 832-8000, Attention: Steven J. Greenfield
------------------------------------------------------------------
(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 13-d-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 cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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 1 of 24 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 760930-10-7 PAGE 2 OF 24 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON--
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen & Company Incorporated
13-6176976
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
664,806
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
664,806
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
664,806
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO, BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 760930-10-7 PAGE 3 OF 24 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON--
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Holding Inc.
13-3311050
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
664,806
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 760930-10-7 PAGE 4 OF 24 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON--
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul A. Gould
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
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
150,000
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
150,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
150,000
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
50091
<PAGE>
Page 5 of 24 Pages
AMENDMENT NO. 2
TO
SCHEDULE 13D
The Reporting Persons, consisting of Allen & Company Incorporated
("ACI"), Allen Holding Inc. ("AHI") and Paul A. Gould ("P. Gould" and together
with ACI, the "Holders"), hereby amend their Schedule 13D relating to the Common
Stock, par value of $1.00 (the "Common Stock"), of Resource Recycling
Technologies, Inc. (the "Issuer") as set forth herein.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR 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 ACI and a Stock Tender Agreement,
dated as of March 17, 1995 (collectively, the "Tender Agreements"), among Buyer,
Sub and P. Gould, the Holders have agreed to tender the shares of Common Stock
of the Issuer (the "Shares") owned by the Holders in the cash tender offer of
Sub 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 Agreements are attached hereto as Exhibits C and D and incorporated
herein by this reference. The Issuer, Buyer, and the Sub have entered into an
Agreement and Plan of Merger, dated March 17, 1995 (the "Acquisition
Agreement"), which provides, among other things, that Sub shall commence the
Offer and that Sub shall merge with and into the Issuer, subject to the
conditions set forth therein.
The Holders have agreed not to withdraw their tender of the Shares in
the Offer; provided; however, that the Holders may decline to tender or withdraw
any and all Shares tendered if (A) the amount or form of consideration to be
paid by Sub 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 Sub or an affiliate of Sub for a consideration per Share
greater than $11.50 per Share, the Holders agree to re-tender any Shares they
have withdrawn. In addition, for so long as the Issuer's board of directors has
not withdrawn its recommendation for the Offer, the Holders have agreed, among
other things, not to dispose of, or grant any proxies with respect to, the
Shares or to solicit parties other than Sub to acquire any Common
<PAGE>
Page 6 of 24 Pages
Stock or a material portion of the assets or business of the Issuer.
ITEM 7. MATERIAL FILED AS EXHIBITS
Exhibit A: Officers and Directors of Allen & Company Incorporated.
Exhibit B: Officers and Directors of Allen Holding Inc.
Exhibit C: Stock Tender Agreement, dated as of March 17, 1995,
among Waste Management, Inc., WMI Acquisition Sub,
Inc. and Allen & Company Incorporated.
Exhibit D: Stock Tender Agreement, dated as of March 17, 1995,
among Waste Management, Inc., WMI Acquisition Sub,
Inc. and Paul A. Gould.
<PAGE>
Page 7 of 24 Pages
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: March 21, 1995
ALLEN & COMPANY INCORPORATED ALLEN HOLDING INC.
By: /s/ Steven J. Greenfield By: /s/ Steven J. Greenfield
-------------------------- --------------------------
Steven J. Greenfield Steven J. Greenfield
Vice President Vice President
/s/ Paul A. Gould
---------------------------
Paul A. Gould
<PAGE>
Page 8 of 24 Pages
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<TABLE>
<CAPTION>
Principal Occupation
(i.e., Position with
Business Allen & Company
Name** Address Incorporated)
- ---------------------- ------------ --------------------
<S> <C> <C>
Herbert A. Allen * President, Managing
Director, Director,
Chief Executive
Officer
Herbert A. Allen III * Vice President-Elect, Director
Grace Allen * Director
Eran Ashany * Vice President, Director
Samuel Baker * Vice President-Elect, Director
Jonathan Bean * Vice President-Elect
Robert Beers * Vice President-Elect
Edmund M. Bleich * Vice President
Denise Calvo * Vice President,
Director
Dominick Cantalupo * Vice President
Marvyn Carton * Director
Gaetano J. Casillo * Chief Operations
Officer, Vice
President
Robert H. Cosgriff * Chief Administrative
Officer,
Executive Vice
President, Managing
Director, Director
Richard M. Crooks, Jr. * Director
Thalia V. Crooks * Vice President,
(Greece) Director
Mary Cullen * Vice President,
Secretary, Director
Thomas Dans * Vice President-Elect
Orin F. Devereux * Vice President,
Director
Howard Felson * Vice President-Elect
</TABLE>
<PAGE>
Page 9 of 24 Pages
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<TABLE>
<CAPTION>
Principal Occupation
(i.e., Position with
Business Allen & Company
Name** Address Incorporated
- ---------------------------- ------------ ------------------------
<S> <C> <C>
Richard Fields * Executive Vice
President-Elect, Managing
Director, Director
Paul A. Gould * Executive Vice
President, Managing
Director, Director
Steven J. Greenfield * Chief Compliance
Officer,
Vice President,
Treasurer
John Hall * Vice President-Elect, Director
Daniel P. Harley * Vice President-Elect
William Harley * Vice President-Elect, Director
John H. Josephson * Vice President, Director
Donald R. Keough * Chairman of the
Board, Director
Clark R. Keough * Vice President-Elect, Director
Dara Khosrowshahi * Vice President-Elect, Director
Kaveh Khosrowshahi * Vice President-Elect, Director
Neal Kopp * Vice President
Irwin H. Kramer * Executive Vice
President, Managing
Director, Director
Terry Allen Kramer * Director (also
Theatrical Producer)
Robert J. Kurz * Vice President
P. Don Lattimer * Executive Vice
President, Managing
Director, Director
William F. Leimkuhler * Vice President-Elect, Counsel
Jeffrey Logan * Vice President
Dan W. Lufkin * Director
Ellen Lynch * Vice President-Elect
</TABLE>
<PAGE>
Page 10 of 24 Pages
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<TABLE>
<CAPTION>
Principal Occupation
(i.e., Position with
Business Allen & Company
Name** Address Incorporated
- ---------------------------- ------------ ------------------------
<S> <C> <C>
Laurence Lyons * Senior Vice
President
Robert Mackie * Executive Vice
President, Managing
Director, Director
James Maiden * Vice President
Raymond J. Martin * Vice President-Elect, Director
Terence A. McCarthy * Vice President, Director
Robert Miller * Vice President-Elect, Director
Kim Morgan * Vice President-Elect, Director
Brian Murphy * Vice President, Director
Louis J. Mustacchio * Vice President-Elect
Walter T. O'Hara, Jr. * Executive Vice
President, Managing
Director, Director
Glenn A. Okun * Vice President, Director
Patrick Pelly * Vice President-Elect, Director
Pam Plager * Vice President-Elect, Director
Eugene Protash * Vice President-Elect
James W. Quinn * Chief Financial
Officer, Vice
President, Assistant
Secretary, Director
Philip Scaturro * Executive Vice
President, Managing
Director, Director
John A. Schneider * Executive Vice
President, Managing
Director, Director
Enrique F. Senior * Executive Vice
(Cuba) President, Managing
Director, Director
</TABLE>
<PAGE>
Page 11 of 24 Pages
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<TABLE>
<CAPTION>
Principal Occupation
(i.e., Position with
Business Allen & Company
Name** Address Incorporated
- ---------------------------- ------------ ------------------------
<S> <C> <C>
Stanley S. Shuman * Executive Vice
President, Managing
Director, Director
John M. Simon * Executive Vice
President, Managing
Director, Director
Dan Selmonosky * Vice President-Elect, Director
Lauren Tyler * Vice President-Elect, Director
Dennis Warfield * Vice President-Elect
Edward D. Weinberger * Vice President,
Director
Harold M. Wit * Executive Vice
President, Managing
Director, Director
Catherine Wittosch * Vice President-Elect
</TABLE>
- ------------------------
* 711 Fifth Avenue, New York, New York 10022-3194.
** All the Executive Officers and Directors of Allen & Company
Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
Page 12 of 24 Pages
EXHIBIT B
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<TABLE>
<CAPTION>
Principal Occupation
Business (i.e., Position with
Name** Address Allen Holding Inc.
- ------------------------- --------- -------------------------------
<S> <C> <C>
Herbert A. Allen * President, Managing Director,
Director, Chief Executive
Officer
Herbert A. Allen III * Vice President-Elect, Director
Grace Allen * Director
Eran Ashany * Vice President, Director
Samuel Baker * Vice President-Elect, Director
Robert Beers * Vice President-Elect, Director
Edmund M. Bleich * Vice President
Denise Calvo * Vice President, Director
Dominick Cantalupo * Vice President
Marvyn Carton * Director
Gaetano J. Casillo * Chief Operations Officer, Vice
President
Robert H. Cosgriff * Chief Administrative Officer,
Executive Vice President,
Managing Director, Director
Richard M. Crooks, Jr. * Director
Thalia V. Crooks * Vice President, Director
(Greece)
Mary Cullen * Vice President, Secretary,
Director
Thomas Dans * Vice President-Elect
Orin F. Devereux * Vice President, Director
Howard Felson * Vice President-Elect
Richard Fields * Executive Vice President-Elect,
Managing Director, Director
Paul A. Gould * Executive Vice President,
Managing Director, Director
Steven J. Greenfield * Chief Compliance Officer,
Vice President, Treasurer
John Hall * Vice President-Elect, Director
Daniel P. Harley * Vice President-Elect
William Harley * Vice President-Elect, Director
</TABLE>
<PAGE>
Page 13 of 24 Pages
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<TABLE>
<CAPTION>
Principal Occupation
Business (i.e., Position with
Name** Address Allen Holding Inc.
- ------------------------- --------- -------------------------------
<S> <C> <C>
John H. Josephson * Vice President, Director
Donald R. Keough * Chairman of the Board, Director
Clark R. Keough * Vice President-Elect, Director
Kaveh Khosrowshahi * Vice President-Elect, Director
Dara Khosrowshahi * Vice President-Elect, Director
Neal Kopp * Vice President
Irwin H. Kramer * Executive Vice President,
Managing Director, Director
Terry Allen Kramer * Director (also Theatrical
Producer)
Robert J. Kurz * Vice President
P. Don Lattimer * Executive Vice President,
Managing Director, Director
William F. Leimkuhler * Vice President-Elect, Counsel
Jeffrey Logan * Vice President
Dan W. Lufkin * Director
Ellen Lynch * Vice President
Laurence Lyons * Senior Vice President
Robert Mackie * Executive Vice President,
Managing Director, Director
James Maiden * Vice President
Raymond J. Martin * Vice President-Elect, Director
Terence A. McCarthy * Vice President, Director
Robert Miller * Vice President-Elect, Director
Kim Morgan * Vice President-Elect, Director
Brian Murphy * Vice President, Director
Louis J. Mustacchio * Vice President-Elect
Walter T. O'Hara, Jr. * Executive Vice President,
Managing Director, Director
Glenn A. Okun * Vice President, Director
Patrick Perry * Vice President-Elect, Director
Pam Plager * Vice President-Elect, Director
</TABLE>
<PAGE>
Page 14 of 24 Pages
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<TABLE>
<CAPTION>
Principal Occupation
Business (i.e., Position with
Name** Address Allen Holding Inc.
- ------------------------- --------- -------------------------------
<S> <C> <C>
Eugene Protash * Vice President-Elect
James W. Quinn * Chief Financial Officer, Vice
President, Assistant Secretary,
Director
Philip Scaturro * Executive Vice President,
Managing Director, Director
John A. Schneider * Executive Vice President,
Managing Director, Director
Enrique F. Senior * Executive Vice President,
(Cuba) Managing Director, Director
Stanley S. Shuman * Executive Vice President,
Managing Director, Director
John M. Simon * Executive Vice President,
Managing Director, Director
Dan Selmonosky * Vice President-Elect, Director
Lauren Tyler * Vice President-Elect, Director
Dennis Warfield * Vice President
Edward D. Weinberger * Vice President, Director
Harold M. Wit * Executive Vice President,
Managing Director, Director
</TABLE>
- -------------------------
* 711 Fifth Avenue, New York, New York 10022-3194.
** All the Executive Officers and Directors of Allen Holding Inc. are
U.S. citizens unless otherwise indicated.
<PAGE>
Exhibit C
STOCK TENDER AGREEMENT
STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among
Allen & Company Incorporated, a New York corporation (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 664,806
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:
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
<PAGE>
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 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.
2
<PAGE>
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.
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.
3
<PAGE>
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.
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.
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<PAGE>
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.
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.
By:____________________________________
Name:
Title:
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
WMI ACQUISITION SUB, INC.
By:____________________________________
Name:
Title:
c/o Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
ALLEN & COMPANY INCORPORATED
By:____________________________________
Name:
Title:
711 Fifth Avenue
New York, New York 10022
5
<PAGE>
Exhibit D
STOCK TENDER AGREEMENT
STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among
Paul A. Gould (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 150,000
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:
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
<PAGE>
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 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.
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<PAGE>
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.
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.
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<PAGE>
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.
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.
4
<PAGE>
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.
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.
By:____________________________________
Name:
Title:
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
WMI ACQUISITION SUB, INC.
By:____________________________________
Name:
Title:
3003 Butterfield Road
Oak Brook, Illinois 60521
Attention: General Counsel
STOCKHOLDER
By:____________________________________
Name: Paul A. Gould
Allen & Company Incorporated
711 Fifth Avenue
New York, New York 10022
5
