UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
U S INDUSTRIAL SERVICES, INC.
-------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
------------------------------
(Title of Class of Securities)
90332T 10 6
-------------------
(CUSIP Number)
Michael E. McGinnis
Chairman
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
(281) 774-7000
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 30, 1998
--------------------------------------------
(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 [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
------------------------
CUSIP No. 90332T 10 6
--------------
------------------------
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
EIN: 52-1742490
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [ ]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
-----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,175,858
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,175,858
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,175,858
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities covered by this Schedule 13D are shares
of common stock, $.01 par value (the "Common Stock"), of U S
Industrial Services, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are
located at 54 Stiles Road, Salem, New Hampshire 03079.
Pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, this Amendment No. 6 amends the Schedule 13D for an
event of February 1, 1996, as amended by Amendment No. 1 for an
event of June 30, 1996, by Amendment No. 2 for an event of
November 7, 1996, by Amendment No. 3 for an event of December 22,
1997, by Amendment No. 4 for an event of July 14, 1998 and by
Amendment No. 5 for an event of July 24, 1998 (the "Statement"),
filed by American Eco Corporation, an Ontario corporation
("American Eco"), with respect to its ownership of shares of the
Company's Common Stock. Terms used and not otherwise defined
herein shall have the respective meanings set forth in the
Statement. Except as otherwise expressly indicated below, the
information provided in the Statement remains in effect.
ITEM 4. PURPOSE OF TRANSACTION.
In Amendment No. 5 to this Statement, American Eco
disclosed that on July 24, 1998, pursuant to a Letter Agreement
dated July 16, 1998, American Eco sold certain convertible
promissory notes (the "Company Notes") of the Company, which
consisted of outstanding principal and interest in the aggregate
amount of $17,900,000 as of July 14, 1998, to USIS Acquisition
LLC, a Delaware limited liability company ("USIS"), for
$5,000,000 in cash and for a secured promissory note (the "USIS
Note") in the principal amount of $12,900,000 dated July 16, 1998
from USIS. The USIS Note was payable on January 29, 1999,
together with interest thereon at the rate of 10% per annum, and
secured by the pledge of 5,295,858 shares (the "Shares") of the
Company's Common Stock. USIS had received the Shares upon the
conversion of the Company Notes pursuant to the terms thereof and
agreed to pledge any additional shares it may acquire pursuant to
a Stock Pledge Agreement, dated July 24, 1998.
On November 20, 1998, USIS tendered notice (the
"Notice") to American Eco that USIS would be unable to meet the
January 1999 payment under the terms of the USIS Note. As of
November 30, 1998, American Eco agreed to take, pursuant to the
Notice, the Shares in exchange for the discharge of any
indebtedness owed by USIS to American Eco under the USIS Note.
On December 22, 1997, American Eco had granted to a
third party an option to purchase 880,000 shares of the Company's
Common Stock exercisable through December 21, 1998. The option
expired unexercised.
American Eco, in resuming a controlling position in the
Company, will review the prospects for developing and expanding
the Company's operation, for acquiring business segments for the
Company and for disposing of its interest in the Company or
seeking stockholder approval of a sale of or merger by the
Company. American Eco's decision as to the future course of the
Company will depend upon several factors, including the prospects
of the Company, the prospects offered to the Company, other
activities then engaged in by American Eco, general market and
economic conditions, and other factors then deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 31, 1998, American Eco was the
beneficial owner of 7,175,858 shares of the Company's Common
Stock, which constituted 81.9% of the issued and outstanding
shares of Common Stock at that date. The percentage of American
Eco's beneficial ownership is based on 8,763,978 shares of Common
Stock which are estimated to be outstanding after conversion by
USIS of the Notes on July 24, 1998.
-3-
<PAGE>
(b) American Eco possesses the sole power to dispose
of and to vote 7,175,858 shares of Common Stock.
(c) None except as disclosed in Item 3.
(d) None.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10. Notice, dated November 20, 1998, from USIS to
American Eco.
-4-
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
AMERICAN ECO CORPORATION
Date: December 30, 1998 By: /s/ Michael E. McGinnis
--------------------------
Michael E. McGinnis,
President
-5-
<PAGE>
Exhibit Index
-------------
Exhibit Description
------- -----------
10 Notice, dated November 20, 1998, from USIS to
American Eco.
-6-
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
----------------------------
Michael E. McGinnis
American Eco Corporation
