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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
U.S. Industrial Services, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
90332T 10 6
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(CUSIP Number)
Douglas Gerrard
Deere Park Capital, L.L.C.
40 Skokie Boulevard, Suite 100
Northbrook, Illinois 60062
Telephone no. (847) 509-8500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 21, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 90332T 10 6 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Deere Park Capital, L.L.C.
FEIN: 36-4192059
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
7,175,858
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
7,175,858
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,175,858
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP NO. 90332T 10 6 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Douglas A. Gerrard
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
7,175,858
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
7,175,858
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,175,858
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of U.S. Industrial Services, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 40 Skokie
Boulevard, Suite 110, Northbrook, Illinois 60062.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Deere Park Capital, L.L.C. ("Deere Park");
and Douglas A. Gerrard, an individual who is a member and the manager of Deere
Park ("Gerrard").
(b) The address of Deere Park, and the business address of Gerrard is c/o
Deere Park Equities, L.L.C., 40 Skokie Boulevard, Suite 110, Northbrook,
Illinois 60062.
(c) Deere Park is a private investment firm. Gerrard's principal occupation
is investment management for Deere Park.
(d) None of Deere Park or Gerrard have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of Deere Park or Gerrard have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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
violation with respect to such laws.
(f) Deere Park is an Illinois limited liability company. Gerrard is a
citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and the amount of funds or other consideration used by Deere
Park in obtaining the shares of Common Stock it received upon foreclosure (as
described herein) is as follows:
On or about October 2, 1998, Deere Park, using available cash, loaned
$750,000 to Midatlantic Recycling Technologies, Inc. ("MART"), and American
Eco Corporation ("AEC") guaranteed MART's indebtedness under that loan.
On or about November 9, 1998, Deere Park, using available cash,
loaned $3,000,000 to UKStar, Inc., and AEC guaranteed UKStar's indebtedness
under that loan.
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On or about March 18, 1999, Deere Park and AEC restructured all of
AEC's obligations to Deere Park by entering into a Restructuring Agreement
and Demand Note (the "Restructuring Transaction") in favor of Deere Park.
On or about January 21, 2000, Deere Park and AEC entered into a
Settlement Agreement (the "Settlement Agreement") to resolve various
disputes regarding the Restructuring Transaction. Under the terms of the
Settlement Agreement, among other things, AEC pledged 7,175,858 shares of
Common Stock of the Company as security for the timely fulfillment and
performance of all of AEC's obligations under the Settlement Agreement. The
shares of Common Stock were placed into escrow pursuant to an Escrow
Agreement entered into on or about January 21, 2000.
Between January 21, 2000 and July 21, 2000, AEC failed to fulfill and
perform various of its obligations under the Settlement Agreement.
On July 21, 2000, Deere Park foreclosed on the pledged shares of
Common Stock in a sale governed by the provisions of the Uniform
Commercial Code at which Deere Park bid $1,935,000 of the debt it was
owed by AEC for the shares of Common Stock and became the beneficial owner
of 7,175,858 shares of Common Stock without further payment to the Company
or AEC.
ITEM 4. PURPOSE OF TRANSACTION.
Deere Park foreclosed upon the 7,175,858 pledged shares of Common Stock of
the Company, previously owned by AEC, for the purpose of obtaining control of
the Company. In connection with obtaining control of the Company, Deere Park
replaced all of the directors and officers of the Company with its own
candidates and has moved the principal offices of the Company. The removal of
the directors and officers was implemented on account of the concern of Deer
Park, as the Company's largest stockholder, over the fact that the removed
directors were also directors of AEC, as well as the financial instability of
AEC evidenced by AEC's failure to perform under the terms of the Settlement
Agreement. Deere Park currently has no plans to acquire additional equity in the
Company. Deere Park currently has no plans to dispose of its shares of Common
Stock, however, it may determine to dispose of some or all of the Common Stock
depending upon a number of factors, including the prospects of the Company,
general market and economic conditions and other relevant factors.
Except as set forth above, none of Deere Park or Gerrard have any plans or
proposals which relate to or would result in any of the following:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any material change in the present capitalization or dividend policy of
the Company;
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(e) Any other material change in the Company's business or corporate
structure;
(f) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(g) A class of securities of the Company being delisted from a national
securities exchange or ceasing to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association;
(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(i) Any action similar to those enumerated above.
Any decision by Deere Park or Gerrard in the future to take any such
actions with respect to the Company or its securities will depend upon several
factors, including the prospects of the Company, general market and economic
conditions and other factors deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock reported owned by
each person herein is based upon 8,763,978 shares outstanding, which is the
total number of shares of Common Stock outstanding on March 31, 2000, as
reported by the Company in its Form 10-QSB for the period ending March 31, 2000,
filed with the Securities and Exchange Commission on April 28, 2000. Each of
Deere Park and Gerrard beneficially own 7,175,858 shares of Common Stock,
representing approximately 81.9% of the number of issued and outstanding shares
of Common Stock as of March 31, 2000.
(b) Each of Deere Park and Gerrard share the power to vote and dispose of
all of the shares of Common Stock beneficially owned by it or him with the
others.
(c) Other than the acquisition of the shares of Common Stock upon the
foreclosure described in Item 3 above, none of Deere Park or Gerrard have
engaged in any transactions in the Common Stock within the past 60 days.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 3 of this Schedule 13D, the Settlement Agreement
(attached hereto as Exhibit 1) and the Pledge Agreement (attached hereto as
Exhibit 2) sets forth certain agreements between Deere Park, AEC and the Company
which gave rise to the pledge of the shares of Common Stock that were foreclosed
upon by Deere Park.
Except as set forth in Item 3 of this Schedule 13D, none of Deere Park or
Gerrard have any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Settlement Agreement
2. Escrow Agreement
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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: August 4, 2000
Deere Park Capital, L.L.C.
By: /s/ Douglas Gerrard
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Name: Douglas Gerrard
Title: Manager
/s/ Douglas Gerrard
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Douglas Gerrard
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EXHIBIT INDEX
Exhibit No. Document
1. Settlement Agreement, dated January 21, 2000 by and among Deere Park
Capital, L.L.C., American Eco Corporation and U.S. Industrial
Services, Inc.
2. Escrow Agreement dated January 21, 2000 by and among Deere Park
Capital, L.L.C., American Eco Corporation and LaSalle Bank National
Association.
