SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 27, 1998
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US INDUSTRIAL SERVICES, INC.
(Exact name of registrant as specified in its Charter)
Commission File Number 0-22388
DELAWARE 99-0273889
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
54 Stiles Road
Salem, NH 03079
(Address of principal executive offices)
(603) 890-3680
(Issuer's telephone number)
(Former name,former address and former fiscal year if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 17, 1998, the registrant, US Industrial Services, Inc. ("the Company")
announced that certain of its debt holders have converted debt totaling $18.9
million into 6,295,858 of the Company's common stock. USIS Acquisition LLC, a
Delaware limited libility company ("UALC"), headed by Albert V. Furman III,
converted its $17.9 million debt position on July 27, 1998, which it purchased
from American Eco Corporation ("AEC"), on July 24, 1998. The conversion price
was $3.38 per share, based upon 85% of the average five days' closing price
prior to the conversion. On July 14, 1998 AEC converted $1.0 million of its
outstanding debt position under the existing note for 1,000,000 shares of the
Company's common stock pursuant to a stock agreement dated February 2, 1996. The
completion of the debt to equity conversion was dependent on the completion of
the Company's 1 for 10 Reverse Stock Split and Reincorporation which was
approved by the shareholders on May 4, 1998 and effective June 22, 1998 in order
that the Company had sufficient authorized shares of common stock to effect the
issuance of the shares. See the report on Form 8-K dated June 19, 1998 filed by
the Company for additional information. As of July 27, 1998, subsequent to the
debt conversions, the Company had issued and outstanding shares of common stock
totaling 8,757,678 of which AEC was the beneficial owner of 1,880,000 shares
which constituted 21.5% of the issued and outstanding shares and UALC was the
beneficial owner of 5,295,858 shares which constituted 60.4% of the issued and
outstanding shares.
In consideration for the $17.9 million comvertible note, UALC paid to AEC $5.0
million on July 24, 1998 from its working capital and issued a $12.9 million
note to AEC, bearing interest at 10%, payable on January 29, 1999. The note is
secured by a Stock Pledge Agreement granting AEC a security interest in all of
the Company's Common Stock (the "Collateral") owned by UALC. Upon a default
under the Stock Pledge Agreement, AEC would have certain rights with respect to
the Collateral including the right to exercise creditor's remedies generally as
well as the right to transfer the Collateral into AEC's name or that of its
nominee and the right to forclose upon and sell the Collateral at a public or
private sale at which AEC may purchase the Collateral. Upon an Event of Default,
AEC has the right to take shareholder action by written consent, until the
termination of the Stock Pledge Agreement according to its terms. A copy of the
Promissory Note and Stock Plegde Agreement between UALC and AEC are attached as
exhibits to Schedule 13-D filed by UALC on August 5, 1998.
The principal occupation of the sole manager of UALC, Albert V. Furman III, has
been Director and Chairman of the Investment Committee of Texas Heritage Bancorp
of Round Rock Texas since 1993. The sole member of UALC is Artic Circle, Ltd., a
BVI Corporation ("Artic Circle"). Mr. Furman is the sole officer and sole
director of Artic Circle, and none of Artic Circle's shareholders have voting
control.
Concurrent with the debt conversions, Albert V. Furman III became Chairman of
the Board and Chief Executive Officer. Mr. Furman has replaced Frank J. Fradella
who resigned on July 21, 1998 from the positions of Chairman of the Board and
Chief Executive Officer of the Company to assume the responsibilities of
President and Director of AEC. The Company also announced the appointment of C.
Thomas Mulligan as Vice President, Chief Financial Officer, Secretary and
General Counsel on August 4, 1998. Prior to joining the Company Mr. Mulligan
specialized in environmental litigation at the law firm of Dehay & Elliston LLP.
Mr. Mulligan has replaced J. Drennan Lowell who served as Vice President, Chief
Financial Officer, Treasurer and Secretary. There have been no other changes in
directors or executive officers of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
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99.1 Press Release issued by the registrant on August 17,
1999 announcing conversion of debt and the appointment of
executive positions.
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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 thereunto duly authorized.
US INDUSTRIAL SERVICES, INC.
Dated: August 17, 1998 By: /s/ C. Thomas Mulligan
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C. Thomas Mulligan
Chief Financial Officer and
General Counsel.
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US INDUSTRIAL SERVICES, INC.
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
Exhibit 99.1 Press Release issued by the registrant on
August 17, 1998 announcing conversion of debt
and the appointment of executive positions........ 5
Page 4 of 5
Exhibit 99.1
[US INDUSTRIAL SERVICES, INC. LETTERHEAD]
PRESS RELEASE
For Immediate Release
Monday August 17, 1998
USIS Announces Conversion of Debt, Executive Appointments
DALLAS-August 17, 1998-U.S. Industrial Services, Inc. (OTC:USIS) announced that
certain holders of its debt have converted $18.9 million of debt into 6,295,858
shares of its Common Stock. The debt was in the form of Convertible Notes,
originally held by American Eco Corporation, $17.9 million of which were
purchased by USIS Acquisition, LLC on July 24, 1998 and converted into 5,295,858
shares of Common Stock on July 27, 1998. American Eco retained $1.0 million of
the Notes and converted them into 1,000,000 shares of Common Stock on July 14,
1998.
In conjunction with the debt conversion above, USIS announced the appointment of
Albert V. Furman III as Chairman of the Board & Chief Executive Officer, and C.
Thomas Mulligan as Chief Financial Officer and General Counsel. Mr. Furman and
Mr. Mulligan will be replacing Frank J. Fradella and J. Drennan Lowell,
respectively. Mr. Fradella has resigned in order to assume his new
responsibilities as President and Director of American Eco Corporation, while
Mr. Lowell has resigned to pursue other business opportunities.
Albert V. Furman III, Chairman of the Board & Chief Executive Officer, is
currently the Manager of USIS Acquisition, LLC, and the Director and
Chairman of the Investment Committee of Texas Heritage Bancorp, based in
Round Rock, Texas. In addition, Mr. Furman is President of Georgetown Golf
Company, a real estate development organization based in Georgetown, Texas.
He was a member of the Chicago Mercantile Exchange from 1973-1989 and
received a Bachelor of Science from Harvard University.
Michael J. Chakos continues to serve as the Company's Chief Operating
Officer, President and Director he has held since May 1998. Prior to May
1998, Mr. Chakos served as Chief Financial Officer of J.L. Manta, Inc.
since 1993 , and Vice President since November 1992. From February 1992 to
March 1993 he was regional controller for the Brand Companies and prior to
1992 was Chief Financial Officer of Hydro Services, Inc. He received a
Bachelor of Arts degree from Illinois Wesleyn and an MBA from Layola
University.
C. Thomas Mulligan, Chief Financial Officer and General Counsel, joins USIS
from the law firm of Dehay & Elliston L.L.P., where he specialized in
environmental litigation. He received a Juris Doctor degree from the
Southern Methodist University School of Law, a degree in International
Relations specializing in international economics from Southwest Texas
State University, as well as a degree from the University de Pau, France.
USIS provides specialized maintenance services for clients in the industrial,
low-level nuclear and environmental sectors. The company offers a full range of
services to its clients located throughout the United States.
Contact:
C. Thomas Mulligan, USIS
(214) 891-9698
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