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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ADVANCED ENVIRONMENTAL SYSTEMS, INC.
(Name of Subject Company)
AES ACQUISITION CORP.
INDIRECT WHOLLY OWNED SUBSIDIARY OF
PHILIP SERVICES CORP.
(Bidders)
COMMON STOCK
(Title of class of securities)
007949 10 0
(CUSIP Number of Class of Securities)
COLIN SOULE
PHILIP SERVICES CORP.
100 KING STREET WEST
P.O. BOX 2440, LCD #1
HAMILTON, ONTARIO
CANADA L8N 4J6
(905) 521-1600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
with a copy to:
CHRISTOPHER W. MORGAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
SUITE 1820, NORTH TOWER
BOX 189, ROYAL BANK PLAZA
TORONTO, ONTARIO
CANADA M5J 2J4
(416) 777-4700
DECEMBER 16, 1997
(Date of Event Which Requires Filing Statement on Schedule 13D)
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AES Acquisition Corp., a New York corporation (the "Purchaser" and an
indirect wholly owned subsidiary of Philip Services Corp., an Ontario
corporation ("Parent")), hereby amends and supplements its Tender Offer
Statement on Schedule 14D-1 and Schedule 13D, filed with the Securities and
Exchange Commission on December 24, 1997 (the "Tender Offer Statement") relating
to an Offer by the Purchaser to purchase all shares of Common Stock, par value
$0.0001 per share (the "Shares") of Advanced Environmental Systems, Inc., a New
York corporation, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated December 24, 1997, and the related Letter
of Transmittal. All capitalized terms shall have the meaning assigned to them in
the Tender Offer Statement unless otherwise indicated herein.
ITEM 10. ADDITIONAL INFORMATION.
On January 22, 1998, Advanced Environmental Systems, Inc. issued a press
release, a copy of which is attached as Exhibit (a)(8) and is incorporated by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following:
Exhibit (a)(8) Press Release, dated January 22, 1998 issued by Advanced
Environmental Systems, Inc.
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SIGNATURE
After due 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.
Dated: January 22, 1998 AES ACQUISITION CORP.
By: /s/ COLIN SOULE
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Name: Colin Soule
Title: Secretary
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SIGNATURE
After due 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.
Dated: January 22, 1998 PHILIP SERVICES CORP.
By: /s/ COLIN SOULE
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Name: Colin Soule
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
*(a)(1) Offer to Purchase, dated December 24, 1997.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
*(a)(7) Text of Press Release, dated December 18, 1997, issued by Advanced Environmental
Systems, Inc.
(a)(8) Text of Press Release, dated January 22, 1998 issued by Advanced Environmental
Systems, Inc.
(b) None
*(c)(1) Agreement and Plan of Merger, dated as of December 15, 1997 among Philip Services
Corp., AES Acquisition Corp. and Advanced Environmental Systems, Inc.
*(c)(2) Form of Stockholder Agreement, dated as of December 15, 1997, among Philip
Services Corp., AES Acquisition Corp., and the Selling Stockholders.
*(c)(3) Short Form Merger Option Agreement, dated as of December 15, 1997, among Philip
Services Corp., AES Acquisition Corp. and Advanced Environmental Systems, Inc.
(d) None.
*(e) Not applicable.
(f) None.
</TABLE>
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* Previously filed.
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EXHIBIT (a)(8)
NEWS RELEASE
FOR IMMEDIATE RELEASE
JANUARY 22, 1998
ADVANCED ENVIRONMENTAL SYSTEMS, INC. ANNOUNCES
EXTENSION OF TENDER OFFER
Advanced Environmental Systems, Inc. (AES) announced today that AES
Acquisition Corp., an indirect wholly owned subsidiary of Philip Services Corp.
is extending its previously announced offer to purchase all outstanding shares
of common stock of AES for $0.0059 per share until 12:00 Midnight EST, Monday,
January 26, 1998, unless further extended in accordance with the related Offer
to Purchase. The offer was previously scheduled to expire on January 23, 1998.
The terms of the extended offer otherwise remain the same as those of the
original offer as set forth in the offering materials filed with the Securities
and Exchange Commission on December 24, 1997.
According to Corporate Stock Transfer, Inc., the depositary for the tender
offer, as of the close of business on January 21, 1998, 101,770,160 shares of
AES common stock have been validly tendered and not withdrawn pursuant to the
tender offer, none of which shares were tendered pursuant to a notice of
guaranteed delivery.
