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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 31, 1997
ALLWASTE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1-11016 74-2427167
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
5151 SAN FELIPE, SUITE 1600
HOUSTON, TEXAS 77056-3609
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(713) 623-8777
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
Effective July 31, 1997, pursuant to the Agreement and Plan of Merger
dated as of March 5, 1997 (the "Merger Agreement"), among Philip Services Corp.
(formerly Philip Environmental Inc.)("Philip"), and Ontario corporation, Taro
Aggregates Ltd., an Ontario corporation and a wholly owned subsidiary of Philip
("Taro"), Philip/Atlas Merger Corp. ("Sub"), a Delaware corporation and a
wholly owned subsidiary of Taro, and Allwaste, Inc. ("Allwaste"), Sub was
merged with and into Allwaste. At the effective time of the merger, Allwaste
became an indirect, wholly-owned subsidiary of Philip, and each share of common
stock, par value $.01 per share, of Allwaste (the "Allwaste Common Stock")
outstanding immediately prior to the merger was converted into .611 common
shares, no par value, of Philip ("Philip Common Shares") and the right to
receive cash in lieu of fractional shares.
Pursuant to the Merger Agreement, effective upon the merger, all of
the former directors of Allwaste resigned and the directors of Sub became the
directors of Allwaste.
ITEM 5. OTHER EVENTS
In connection with the Merger, Allwaste and Philip also entered into a
Supplemental Indenture (the "Supplemental Indenture"), dated as of July 30,
1997, amending the Indenture (the "Indenture"), dated as of June 1, 1989,
between Allwaste, Inc. ("Allwaste") and Texas Commerce Trust Company of New
York, as Trustee (the "Trustee"), relating to the Allwaste's 7-1/4% Convertible
Subordinated Debentures due 2014 (the "Debentures"). The Supplemental
Indenture adds Philip as a co-obligor of certain obligations under the
Indenture and sets forth the initial restated conversion price for the
Debentures after the merger. The Debentures are now convertible into Philip
Common Shares at the conversion price as set forth in the Supplemental
Indenture and the Indenture.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1 -- Agreement and Plan of Merger, dated as of
March 5, 1997, between Allwaste, Philip, Taro
and Sub (incorporated by reference from the
Registration Statement on Form F-4 (File No.
333-6272) of Philip including Allwaste's
proxy materials).
Exhibit 99.2 -- Supplemental Indenture, dated as of July 30,
1997, between Allwaste, Philip and the
Trustee.
Exhibit 99.3 -- Joint Press Release issued by Philip on July
30, 1997, announcing stockholder approval.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLWASTE, INC.
Date: August 15, 1997
By: /s/ Colin H. Soule
-----------------------------
Colin H. Soule
Secretary
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EXHIBIT INDEX
Exhibit No.
-----------
Exhibit 99.1 -- Agreement and Plan of Merger, dated as of
March 5, 1997, between Allwaste, Philip, Taro
and Sub (incorporated by reference from the
Registration Statement on Form F-4 (File No.
333-6272) of Philip including Allwaste's
proxy materials).
Exhibit 99.2 -- Supplemental Indenture, dated as of July 30,
1997, between Allwaste, Philip and the
Trustee.
Exhibit 99.3 -- Joint Press Release issued by Philip on July
30, 1997
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EXHIBIT 99.2
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ALLWASTE, INC.
AND
PHILIP SERVICES CORP.
TO
TEXAS COMMERCE TRUST COMPANY OF NEW YORK
as Trustee
_________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 30, 1997
_________________
Supplementing and Amending Indenture Dated as of June 1, 1989
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 1997
(this "Supplemental Indenture"), but effective as of 12:01 a.m. on July 31,
1997, is by and among Allwaste, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called "Allwaste"), having its
principal executive office at 5151 San Felipe Road, Suite 1600, Houston, Texas
77056, Philip Services Corp., a corporation duly organized and existing under
the laws of the Province of Ontario, Canada (herein called "Philip"), having
its principal executive office at 100 King Street, P.O. Box 2440, LCD1,
Hamilton, Ontario, Canada L8N 4J6, and Texas Commerce Trust Company of New
York, a trust company organized under the laws of the State of New York, as
Trustee (herein called the "Trustee").
RECITALS OF ALLWASTE AND PHILIP
Allwaste has executed and delivered to the Trustee its
Indenture, dated as of June 1, 1989 (herein called the "Indenture"), to provide
for the issuance from time to time of up to $30 million principal amount of
7 1/4% Convertible Subordinated Debentures due 2014 (the "Debentures"), as
provided in the Indenture.
Pursuant to the Indenture, Allwaste has issued such
Debentures, approximately $28.9 million of which are currently outstanding. No
other securities have been issued pursuant to the Indenture.
Pursuant to a Certificate of Merger filed on July 30, 1997,
which is effective as of 12:01 a.m. on July 31, 1997 (the "Merger Date"),
Philip/Atlas Merger Corp., a Delaware corporation and a wholly owned subsidiary
of Taro Aggregates Ltd., an Ontario corporation and wholly owned subsidiary of
Philip ("Taro"), was merged with and into Allwaste pursuant to the provisions
of the General Corporation Law of the State of Delaware (the "Merger"), as a
result of which Allwaste became a wholly owned subsidiary of Taro.
Each share of common stock of Allwaste which was issued and
outstanding immediately prior to the Merger was, by virtue of the Merger and
without any action on the part of the holder thereof, converted into 0.611
common shares, no par value, of Philip ("Philip Shares").
In connection with the Merger, Allwaste and Philip, pursuant
to appropriate resolutions of their respective Boards of Directors, have duly
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in order to reflect the results of the Merger as required by the
Indenture and to provide for Philip to become a co-obligor with respect to
certain obligations of Allwaste arising under the Indenture and the Debentures.
Pursuant to Sections 12.01 and 14.06 of the Indenture,
Allwaste, as the survivor to the Merger, is required to execute and deliver to
the Trustee an indenture supplemental to the Indenture in connection with the
Merger.
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Section 11.01 of the Indenture provides that, without the
consent of any holders, Allwaste and the Trustee may enter into a supplemental
indenture (i) to evidence the succession of another corporation to Allwaste and
an adjustment in the conversion price pursuant to Section 14.06 of the
Indenture or (ii) to cure any ambiguity, or amend such other provisions in
regard to matters or questions arising under the Indenture, provided such
action does not adversely affect the interests of the holders of the
Debentures, and Allwaste has determined that this Supplemental Indenture may
therefore be entered into without the consent of any holder in accordance with
Section 11.01 of the Indenture.
Allwaste and Philip have duly authorized the execution and
delivery of this Supplemental Indenture and all things necessary have been done
to make this Supplemental Indenture a valid agreement of Allwaste and Philip,
in accordance with its terms.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually
agreed, for the equal and proportionate benefit of the respective holders from
time to time of the Debentures or of any series thereof, as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions.
Capitalized terms used but not defined in this Supplemental
Indenture have the respective meanings assigned to them in the Indenture.
ARTICLE TWO
CONCERNING THE DEBENTURES
Section 2.01. Conversion Privilege.
The holder of each Debenture outstanding on the date hereof
shall have the right from and after the date hereof, during the period such
Debenture shall be convertible as specified in Section 14.01 of the Indenture,
to convert such Debenture only into the number of Philip Shares, and cash in
lieu of fractional Philip Shares, which such holder would been entitled to
receive upon the consummation of the Merger if had held the number of shares of
Common Stock of the Company issuable upon conversion of such Debenture
immediately prior to the Merger, subject to adjustment as provided in Section
2.02 below.
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Section 2.02. Conversion Price.
The price at which Philip Shares shall be delivered upon
conversion of Debentures (herein called the "conversion price") shall be the
price specified in relation to the Debentures pursuant to Section 14.01 of the
Indenture, as adjusted in accordance with Article Fourteen of the Indenture
prior to the Merger. As of the date of this Supplemental Indenture, the
conversion price is $19.5376 per Philip Share. For events subsequent to the
effective date of this Supplemental Indenture, the conversion price shall be
adjusted in a manner as nearly equivalent as may be practical to the
adjustments provided for in Article Fourteen of the Indenture.
Section 2.03. Philip as a Co-Obligor.
Allwaste, Philip and the Trustee hereby agree that as of the
effective date of this Supplemental Indenture, Philip shall become a co-obligor
with Allwaste under the Indenture, as modified by this Supplemental Indenture,
and the Debentures, and shall be jointly and severally liable with Allwaste for
the due and punctual payment of the principal of and premium, if any, and
interest on the Debentures, as fully and effectively as Philip had originally
been an obligor under such Debentures; provided, however, that Philip is not
assuming, or becoming a co- obligor for, the performance of any other covenant
or condition of the Indenture to be performed or observed by Allwaste, or any
other obligation or liability of Allwaste under the Indenture, the Debentures
or any other securities other than such payments and, provided further, that
the obligations of Philip under the Indenture, as supplemented by this
Supplemental Indenture, and the Debentures for the payment of principal of
(including any sinking fund payment) and premium, if any, and interest on each
and all of the Debentures is hereby expressly subordinated, to the extent and
in the manner set forth in Article Three of the Indenture, to prior payment
and/or cancellation (as shall be appropriate) in full of all Senior
Indebtedness, as if the reference to the "Company" in such Article Three and in
the definition of Senior Indebtedness, and in other applicable definitions, as
necessary, were to Philip.
ARTICLE THREE
CONCERNING THE TRUSTEE
Section 3.01. Terms and Conditions.
The Trustee accepts this Supplemental Indenture and agrees to
perform the duties of the Trustee upon the terms and conditions herein and in
the Indenture set forth.
Section 3.02. No Responsibility.
The Trustee shall not be responsible in any manner whatsoever
for or in respect of (i) the validity or sufficiency of this Supplemental
Indenture, the authorization or permissibility of this Supplemental Indenture
pursuant to the terms of the Indenture or the due execution thereof by Allwaste
or Philip or (ii) the recitals herein contained, all such recitals being made
by Allwaste and
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<PAGE> 5
Philip. The Trustee shall not be responsible in any manner to determine the
correctness of provisions contained in this Supplemental Indenture relating
either to the kind or amount of securities receivable by holders of Debentures
upon the conversion of their Debentures after the Merger or to any adjustment
provided herein.
ARTICLE FOUR
EFFECT OF EXECUTION AND DELIVERY HEREOF
From and after the execution and delivery of this Supplemental
Indenture, (i) the Indenture shall be deemed to be amended and modified as
provided herein, (ii) this Supplemental Indenture shall form a part of the
Indenture, (iii) except as modified and amended by this Supplemental Indenture,
the Indenture shall continue in full force and effect, (iv) the Debentures
shall continue to be governed by the Indenture, as modified and amended by this
Supplemental Indenture and (v) every holder of Debentures heretofore and
hereafter authenticated and delivered under the Indenture shall be bound by
this Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
Section 5.01. Headings Descriptive.
The headings of the several Articles and Sections of this
Supplemental Indenture are inserted for convenience only and shall not in any
way affect the meaning or construction of any provision of this Supplemental
Indenture.
Section 5.02. Rights and Obligations of the Trustee.
All of the provisions of the Indenture with respect to the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of this Supplemental Indenture as fully and with the same
effect as if set forth herein in full.
Section 5.03. Successors and Assigns.
This Supplemental Indenture shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto and the holders of any Debentures then outstanding.
SECTION 5.04. Counterparts.
This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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SECTION 5.05. Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
ALLWASTE, INC.
Attest: By: /s/ Robert M. Chiste
---------------------------------
Name: Robert M. Chiste
Title: President
By: /s/ William L. Fiedler
------------------------------
Name: William L. Fiedler
Title: Secretary
PHILIP SERVICES CORP.
By: /s/ Marvin Boughton
---------------------------------
Name: Marvin Boughton
Title: Chief Financial Officer
By: /s/ Colin H. Soule
--------------------------------
Name: Colin H. Soule
Title: Executive Vice President
TEXAS COMMERCE TRUST COMPANY
OF NEW YORK
Attest: By: /s/ Steven Patterson
---------------------------------
Name: Steven Patterson
Title: Senior Vice President
By: /s/ Michael A. Eggert
------------------------------
Name: Michael A. Eggert
Title: Vice President
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<PAGE> 8
STATE OF TEXAS )
HARRIS COUNTY )
On the 30th day of July, 1997, before me personally came
Robert M. Chiste, to me known, who, being by me duly sworn, did depose and say
that he is President of Allwaste, Inc., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
/s/ Karen Mickelson
---------------------------------
PROVINCE OF ONTARIO )
CITY OF HAMILTON )
On the 25th day of July, 1997, before me personally came Colin
Soule and Marvin Boughton, to me known, who, being by me duly sworn, did depose
and say that they are the Executive Vice President and Chief Financial Officer
of Philip Services Corp., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that
they signed their name thereto by like authority.
/s/ Anna Ventresca
---------------------------------
STATE OF TEXAS )
COUNTY OF HARRIS )
On the 5th day of August, 1997, before me personally came
Steven Patterson, to me known, who, being by me duly sworn, did depose and say
that he is Senior Vice President of Texas Commerce Trust Company of New York,
one of the organizations described in and which executed the foregoing
instrument; that he knows the seal of said trust company; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said trust company; and that he signed his name
thereto by like authority.
/s/ Randa Jeane Hill
---------------------------------
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EXHIBIT 99.3
NEWS RELEASE
ALLWASTE AND SERV-TECH STOCKHOLDERS APPROVE MERGERS
WITH PHILIP SERVICES CORP.
(Hamilton, Ontario - Houston, Texas) July 30, 1997 - The Shareholders of
Allwaste, Inc. ("Allwaste") and Serv-Tech, Inc. ("Serv-Tech") today voted at
shareholder meetings to approve the mergers of Allwaste and Serv-Tech with
Philip Services Corp. ("Philip"). The mergers are scheduled to become
effective on July 31, 1997.
Under the terms of the merger agreements, each share of Allwaste stock will be
exchanged for 0.611 shares of Philip common stock and each share of Serv-Tech
stock will be exchanged for 0.403 shares of Philip common stock. Upon
completion of the mergers, Philip will have 97,674,733 common shares
outstanding with a total market capitalization of approximately US $1.45
billion.
"The shareholders of Allwaste and Serv-Tech have confirmed their confidence
that collectively we will lead the industrial services sector," said Allen
Fracassi, President and Chief Executive Officer of Philip. "Their support
concludes almost five months of hard work involving employees at almost every
level of our organizations. The combination of our companies is expected to
result in significant operational synergies and to be accretive to earnings.
We are well advanced in the process of integrating these companies,
cross-selling our services, and internalizing third party costs."
The combination of Philip, Allwaste and Serv-Tech brings together complimentary
operating strengths and creates a portfolio of services to respond to
outsourcing and supplier reduction programs in the industrial marketplace. The
North American market for industrial services is estimated at US$50 billion and
growing at 10% annually.
The mergers have established Philip as the North American industrial services
leader with over 240 locations, 10,000 employees and estimated 1997 revenue of
US$1.6 billion. Philip is now organized into two operating divisions: the
Industrial Services Group, which includes Allwaste, Serv-Tech and Philip's
by-products recovery and environmental services operations; and the Metals
Recovery Group, which encompasses all of Philip's steel, copper and aluminum
processing and mill services operations.
"The integration team has worked diligently since the mergers were announced to
ensure we benefit from new business opportunities immediately upon closing,"
said Robert Chiste, the former President and CEO of Allwaste who is now
President of Philip's Industrial Services Group. The regional organizational
structure and management team is established, and has completed an aggressive
employee orientation and training program. Our employees are focused on
achieving internal growth through delivering integrated services to our
approximately 50,000 commercial and industrial customers. We have already
acquired new contracts through integrating our combined strengths to deliver
cost-effective packaged services to our clients."
Philip Services Corp. (formerly Philip Environmental Inc.) is a fully
integrated resource recovery and industrial services company providing steel,
copper and aluminum processing and recovery services, together with diversified
industrial outsourcing services to all major industry sectors. The Company
trades on the New York, Toronto and Montreal Stock Exchanges under the symbol
"PHV".
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Contact: Allen Fracassi
President and Chief Executive Officer
(905) 521-1600
Robert Chiste
President - Industrial Services Group
(713) 625-7151
Media: Lynda Kuhn
Vice President - Corporate Communications
(905) 540-6658
