<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
HORSEHEAD RESOURCE DEVELOPMENT COMPANY, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
440699
(CUSIP Number)
GARY APFEL, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-7055
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 21, 1996
(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 this 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 less than five percent of such class.
See Rule 13d-7.)
Page 1 of 11
Exhibit Index on Page 11
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SCHEDULE 13D
CUSIP No. 440699 Page 2 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.U.S ENVIRONMENTAL SERVICES, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 16,250,000
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 440699 Page 3 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.U.S BERZELIUS UMWELT-SERVICE AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, AF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 16,250,000
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 dated June 21, 1996 (filed on behalf of B.U.S
Environmental Services, Inc. ("B.U.S") and B.U.S Berzelius Umwelt-Service AG
("B.U.S AG")) to the Schedule 13D dated August 3, 1990 filed on behalf of B.U.S,
B.U.S AG and Metallgesellschaft AG ("MG"), as amended by Amendment No. 1 dated
July 8, 1994, Amendment No. 2 dated April 18, 1995, Amendment No. 3 dated
September 11, 1995, Amendment No. 4 dated October 30, 1995 and Amendment No. 5
dated June 14, 1996 (the "Schedule 13D"), relates to the common stock, $.01 par
value ("Common Stock"), of Horsehead Resource Development Company, Inc., a
Delaware corporation ("HRD"). Capitalized terms used and not defined herein
shall have the meanings ascribed to them in the Schedule 13D.
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by B.U.S, a Delaware corporation, the
principal business of which is owning the stock of HRD, and by B.U.S AG, a
corporation organized under the laws of Germany, the principal business of which
is the processing of industrial wastes. The principal executive office of B.U.S
is c/o B.U.S Berzelius Umwelt-Service AG, Vinckeufer 3, 47119 Duisburg, Germany.
The principal executive office of B.U.S AG is Vinckeufer 3, 47119 Duisburg,
Germany.
As of March 1995, Lobbert Holding GmbH ("Lobbert ") owned 52% of B.U.S
AG's common stock ("B.U.S AG Common Stock"), but only 40% of B.U.S AG's voting
stock due to the provisions of Section 140 of the German Stock Corporation Law
("Section 140"). Under such provision, preferred stock (which normally has no
voting rights) automatically becomes voting stock if the issuing corporation
does not declare dividends to its preferred stockholders for two consecutive
years. B.U.S AG did not declare a dividend on its preferred stock (the "B.U.S
AG Preferred Stock") for either fiscal 1993 or fiscal 1994. On February 3, 1995,
when B.U.S AG released its audited financial statements for fiscal 1994, which
showed no dividends declared on the B.U.S AG Preferred Stock for such year, the
automatic voting rights provision of Section 140 was officially triggered. Thus,
holders of B.U.S AG Preferred Stock were entitled to vote as a single class with
holders of B.U.S AG Common Stock as of February 3, 1995. As a result, although
Lobbert owned 52% of B.U.S AG Common Stock, it owned only 40% of the voting
stock of B.U.S AG.
The percentage of B.U.S AG's voting stock held by Lobbert, however, has
changed as a result of the following events. At the April 24, 1996 annual
meeting of shareholders of B.U.S AG (the "Annual Meeting"), it was announced
that Lobbert sold a portion of its shares of B.U.S AG Common Stock and, that
after such sale, Lobbert owned 49.1% of the B.U.S AG Common Stock. Also at the
Annual Meeting, the B.U.S AG shareholders authorized the payment of all past-due
dividends to holders of B.U.S AG Preferred Stock. Such past-due dividends were
paid on or about April 25, 1996. Upon such payment, the holders of the B.U.S AG
Preferred Stock lost their voting rights under Section 140. Accordingly, after
the Lobbert sale of B.U.S AG Common Stock as described
Page 4 of 11
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above and the payment of the dividend on the B.U.S. AG Preferred Stock, Lobbert
owns 49.1% of the voting stock of B.U.S AG.
The name, business address, citizenship, present principal occupation
or employment (and the name, principal business and the address of the
corporation or other organization in which such employment is conducted) of each
director and executive officer of B.U.S and B.U.S AG are set forth in Appendix A
hereto, which is incorporated by reference herein.
During the last five years, none of B.U.S, B.U.S AG or, to the best
knowledge of B.U.S and B.U.S AG, any of their respective directors or executive
officers:
(a) has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or
(b) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws.
In addition, none of B.U.S, B.U.S AG or, to the best knowledge of B.U.S
and B.U.S AG, any of their respective directors or executive officers, are
presently the subject of a pending criminal environmental proceeding.
Page 5 of 11
<PAGE> 6
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.
Dated: June 21, 1996
B.U.S ENVIRONMENTAL SERVICES, INC.
By: /s/ G. OKON
-------------------------------
Name: DR. G. OKON
Title: PRESIDENT
Page 6 of 11
<PAGE> 7
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.
Dated: June 21, 1996
B.U.S BERZELIUS UMWELT-SERVICE AG
By: /s/ G. OKON
________________________________
Name: Dr. G. Okon
Title: Member of the Board
By: /s/ R. KOLA
________________________________
Name: R. Kola
Title: Member of the Board
Page 7 of 11
<PAGE> 8
APPENDIX A
Set forth below is the information required by Item 2 of Schedule
13D for each executive officer and director of B.U.S Environmental
Services, Inc.
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Dr. Guenter Okon B.U.S Berzelius Umwelt- Chairman of Board of German
Service AG Directors, President
Vinckeufer 3 and Treasurer of B.U.S
47119 Duisburg Environmental Services,
Germany Inc. and Speaker of the
Executive Board of B.U.S
Berzelius Umwelt-Service
AG
Rolf Kola B.U.S Berzelius Umwelt- Director and Vice Pres- German
Service AG ident of B.U.S Environ-
Vinckeufer 3 mental Services, Inc. and
47119 Duisburg Member of the Board of
Germany B.U.S Berzelius Umwelt-Service AG
</TABLE>
Page 8 of 11
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
Jurgen Tietz B.U.S Berzelius Umwelt- Secretary of B.U.S German
Service AG Environmental Services,
Vinckeufer 3 Inc.
47119 Duisburg
Germany
</TABLE>
Page 9 of 11
<PAGE> 10
Set forth below is the information required by Item 2 of
Schedule 13D for each member of the Management Board of
B.U.S Berzelius Umwelt-Service AG
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Rolf Kola B.U.S Berzelius Umwelt- Member of Executive German
Service AG Board of B.U.S
Vinckeufer 3 Berzelius Umwelt-
47119 Duisburg Service AG
Germany
Dr. Guenter Okon B.U.S Berzelius Umwelt- Speaker of Executive German
Service AG Board of B.U.S
Vinckeufer 3 Berzelius Umwelt-
47119 Duisburg Service AG
Germany
</TABLE>
Page 10 of 11
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Exhibit 1: Joint Filing Agreement among B.U.S and Previously filed
B.U.S AG, dated April 17, 1995.*
Exhibit 2: (a) Shareholders Agreement among B.U.S, Previously filed
HRD and HII, dated July 26, 1988.*
(b) Letter Agreement among B.U.S, HRD and Previously filed
HII, dated May 30, 1990.*
(c) Amendment to the Shareholders Agreement Previously filed
among B.U.S, HRD, HII and HIMC, dated
July 24, 1990.*
Exhibit 3: Letter, dated June 10, 1996, from B.U.S to HII.* Previously filed
Exhibit 4: Letter, dated June 13, 1996, from HII to B.U.S* Previously filed
</TABLE>
- --------
* Exhibit referenced hereby is incorporated by reference herein.
Page 11 of 11
