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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) -
November 30, 1998
U S INDUSTRIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22388 99-0273889
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8111 Preston Road, Suite 715, Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code -
(603) 890-3680
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As of November 30, 1998, USIS Acquisition LLC, a Delaware limited
liability company ("USIS"), tendered notice (the "Notice") to
American Eco Corporation, an Ontario corporation ("American
Eco"), that USIS would be unable to meet the January 1999 payment
under the terms of a secured promissory note (the "USIS Note"),
dated July 16, 1998, from USIS to American Eco. The USIS Note,
which was in the principal amount of $12,900,000 and payable on
January 29, 1999, constituted, along with $5,000,000 in cash,
payment by USIS for its July 1998 purchase of convertible
promissory notes (the "Company Notes") of U S Industrial
Services, Inc., a Delaware corporation (the "Company"), from
American Eco in the aggregate outstanding principal and interest
in the amount of $17,900,000. On July 24, 1998, USIS converted
the Company Notes into 5,295,858 shares (the "Shares") of common
stock, $.01 par value ("Common Stock"), of the Company pursuant
to the terms of the Company Notes. Pursuant to a Stock Pledge
Agreement, dated July 24, 1998, USIS pledged the Shares to
American Eco as collateral for USIS' obligations under the USIS
Note.
Pursuant to the Notice, USIS permitted American Eco to take
ownership of the Shares in accordance with the Stock Pledge
Agreement in satisfaction of the USIS Note.
As a result of this transactions, as of December 31, 1998,
American Eco became the beneficial owner of 7,175,858 shares of
Common Stock, which constituted 81.9% of the issued and
outstanding shares of Common Stock of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Notice, dated November 20, 1998, from USIS to
American Eco.
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SIGNATURE
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.
U S INDUSTRIAL SERVICES, INC.
By: /s/ C. Thomas Mulligan
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Name: C. Thomas Mulligan
Title: Chief Financial Officer/
General Counsel
Dated: December 30, 1998
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Exhibit Index
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Exhibit Description
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10.1 Notice, dated November 20, 1998, from
USIS to American Eco.
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USIS ACQUISITION LLC
8111 PRESTON ROAD, STE 715
DALLAS, TEXAS 75225
November 20, 1998
Mr. Michael E. McGinnis
Chairman & CEO
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
RE: USIS ACQUISITION LLC PROMISSORY NOTE DATED
JULY 16, 1998
Dear Mr. McGinnis:
Pursuant to our discussions, our investment group, USIS
Acquisition LLC, is hereby tendering our official notice that we
will be unable to meet our debt obligations under the terms and
conditions of that certain Promissory Note dated July 16, 1998
which is payable to American Eco Corporation.
It is our proposed solution that our financial indebtedness be
discharged in full by the surrender of all our shares in U.S.
Industrial Services, Inc. (i.e. Stock Certificate No. 0017 for
5,295,858 common shares) and the forfeiture of the $5,000,000
previously paid to American Eco Corporation.
If this settlement meets with your approval, please indicate in
the appropriate space below.
Again, as we have discussed telephonically, we regret the
necessity for this action, but we are currently without any other
viable alternative.
Respectfully submitted,
USIS ACQUISITION LLC
/s/ Albert V. Furman, III Accepted and agreed upon this
30th day of November, 1998.
Albert V. Furman, III
President
/s/ Michael E. McGinnis
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Michael E. McGinnis
American Eco Corporation
