<PAGE> 1
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made and entered into as of
the 21st day of December, 2000 by and between Deere Park Capital, L.L.C. Inc.,
an Illinois limited liability company ("Seller"), and Frank J. Fradella
("Fradella").
R E C I T A L S:
A. Seller is the beneficial owner of 7,175,858 shares (the "Shares") of
common stock of US Industrial Services, Inc., a Delaware corporation ("USIS"),
and the owner of record of 6,975,858 of the Shares.
B. Fradella desires to purchase from Seller, and Seller desires to sell
to Fradella, 3,587,929 of the Shares (the "Purchased Shares"), on the terms and
subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T:
1. Acquisition of Purchased Shares. In consideration for payment of the
Purchase Price (as hereinafter defined), Fradella hereby purchases from Seller,
and Seller hereby transfers and conveys to Fradella, the Purchased Shares, free
and clear of all liens and encumbrances except restrictions on transfer imposed
by applicable federal and state securities laws ("Securities Laws").
2. Purchase Price. The purchase price for the Purchased Shares is
$1,150,000 (the "Purchase Price"). The Purchase Price shall be paid in full by
Fradella in cash or immediately available funds upon execution of this
Agreement.
3. Option to Acquire Additional Shares.
(a) Seller hereby grants Fradella an option (the "Option"),
exercisable for a period of six (6) months from the date hereof (the
"Exercise Period"), to purchase an additional 3,337,929 of the Shares (the
"Option Shares") for $2,300,000. In order to exercise the Option, prior to
expiration or termination of the Exercise Period, Fradella shall provide
Seller with written notice of his desire to exercise the Option, and shall
pay Seller $2,300,000 in cash or immediately available funds (the "Exercise
Price"). Upon timely receipt of said notice and timely payment of the
Exercise Price, the Option Shares shall be transferred by Seller to
Fradella, free and clear of all liens and encumbrances except restrictions
on transfer imposed by Securities Laws.
(b) Until expiration or termination of the Exercise Period, the
number of shares subject to the Option shall be adjusted in the event of
stock splits, reverse stock splits, stock dividends, etc.
<PAGE> 2
4. Termination of Option.
(a) Notwithstanding anything to the contrary contained herein, in the
event (i) Fradella does not vote the Purchased Shares with Seller on any matter
concerning USIS, or (ii) Fradella and any person designated by him as a director
of USIS do not cast their votes as directors of USIS with the USIS directors
designated by Seller ((i) and (ii) shall be hereinafter referred to as a
"Management Dispute"), Seller shall provide Fradella with written notice that a
Management Dispute has occurred, and unless Fradella pays the Exercise Price to
Seller within ten (10) days after the date of such notice, the Option shall be
null and void and of no further force and effect.
(b) Notwithstanding anything to the contrary contained herein, in the
event USIS acquires positive working capital in an amount equal to or greater
than $2,300,000, unless Fradella has exercised the Option and paid Seller the
Exercise Price within thirty (30) days after the date USIS acquires such
positive working capital balance, the Option shall terminate and be null and
void and of no further force and effect.
5. Representations, Warranties and Covenants of Seller. Seller hereby
represents, warrants and covenants to Fradella and Fradella as follows:
(a) Seller has full corporate power and authority to execute, deliver
and perform this Agreement.
(b) This Agreement has been duly executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller enforceable
against it in accordance with its terms.
(c) Seller is the beneficial and record owner of the Purchased
Shares, and pursuant to this Agreement, Seller shall transfer to Fradella
good and marketable title to the Purchased Shares free and clear of all
liens and encumbrances except restrictions on transfer imposed by
Securities Laws. The delivery to Fradella of the stock certificate
representing the Purchased Shares and the payment of the Purchase Price
will transfer to Fradella record ownership of and good and valid title to
the Purchased Shares, free and clear of all liens and encumbrances except
restrictions on transfer imposed by Securities Laws.
(d) Seller is the beneficial and record owner of the Option Shares,
and upon timely exercise of the Option and timely payment of the Exercise
Price, Seller shall deliver to Fradella good and marketable title to the
Option Shares free and clear of all liens and encumbrances except
restrictions on transfer imposed by Securities Laws. Upon timely exercise
of the Option and timely payment of the Exercise Price, the delivery to
Fradella of the stock certificate representing the Option Shares will
transfer to Fradella record ownership of and good and valid title to the
Option Shares, free and clear of all liens and encumbrances except
restrictions on transfer imposed by Securities Laws.
(e) Until expiration or termination of the Exercise Period, Seller
shall vote all shares of USIS owned by it in favor of a four member board
of directors of USIS comprised of two designees of Fradella, and two
designees of Seller; provided, however,
2
<PAGE> 3
that in the event the Option is exercised by Fradella in a timely manner,
(i) Fradella shall be entitled to designate all members of the USIS board
of directors, and (ii) upon the request of Fradella, Seller's designees on
the USIS board of directors shall resign their positions as board members.
(f) Attached hereto as Exhibit A is a letter dated October 27, 2000
from Michael T. Perlberg, counsel to Kenny Industrial Services, L.L.C.
("Kenny"), to USIS and Atnam Enterprises, Inc. ("Atnam") regarding
purported claims of Kenny against USIS and Atnam, and attached hereto as
Exhibit B is a letter dated November 10, 2000 from Michael S. Etkin,
counsel to American Eco Corporation and its subsidiaries, to Fradella
regarding purported claims of American Eco against USIS (collectively, the
"American Eco and Kenny Claims"). Other than the American Eco and Kenny
Claims, the Seller has not received notice from any third party regarding
any claims against USIS; provided, however, that Seller is aware of certain
accrued liabilities of USIS (e.g., unpaid franchise taxes in the state of
Delaware). Fradella hereby acknowledges that he has conducted a due
diligence investigation regarding the accrued liabilities of USIS, and that
Seller makes no representation or warranty with respect to such
liabilities.
(g) Until expiration or termination of the Exercise Period, Seller
will not sell transfer, hypothecate, pledge, gift, grant an option to sell
or other dispose of (any of the foregoing, a "Transfer") all or any of the
Shares or enter into an agreement with respect to any such Transfer.
6. Representations, Warranties and Covenants of Fradella. Fradella hereby
represents, warrants and covenants to Seller as follows:
(a) Fradella has full power and authority to execute, deliver and
perform this Agreement.
(b) This Agreement has been duly executed and delivered by Fradella,
and constitutes the legal, valid and binding obligation of Fradella
enforceable against him in accordance with its terms.
(c) Until expiration or termination of the Exercise Period, Fradella
shall vote all shares of USIS owned by him in favor of a four member board
of directors of USIS comprised of two designees of Fradella, and two
designees of Seller.
(d) Until expiration or termination of the Exercise Period, Fradella
will not Transfer any shares of USIS stock or enter into an agreement
regarding any such Transfer; provided, however, that Fradella may Transfer
some or all of the Purchased Shares to one or more parties in a private
transaction, so long as each transferee agrees in writing that until
expiration or termination of the Exercise Period, such transferee shall
vote all shares of USIS owned thereby in favor of a four member board of
directors of USIS comprised of two designees of Fradella, and two designees
of Seller.
7. Regulatory Filings. Each party hereto shall be responsible for
preparation of any regulatory filings required in connection with the
transactions contemplated hereby, including, without limitation, filings with
the Securities and Exchange Commission.
3
<PAGE> 4
8. Miscellaneous
(a) Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given,
delivered and received (a) when delivered, if delivered personally, (b)
four (4) days after mailing, when sent by registered or certified mail,
return receipt requested and postage prepaid, and (c) one (1) business day
after delivery to a private courier service, when delivered to a private
courier service providing documented overnight service, in each case
addressed as follows:
If to Fradella:
--------------
Frank J. Fradella
243 Evangeline Drive
Mandeville, LA 70471
If to Seller:
------------
Deere Park Capital, L.L.C.
40 Skokie Boulevard
Suite 110
Northbrook, Illinois 60062
Attn: Doug Gerrard
Chairman and CEO
Phone: (847) 509-8500
Facsimile: (847) 509-8529
or to such other address or addresses as may hereafter be specified by
notice given by either of the above to the other.
(b) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and
assigns. Nothing in this Agreement, expressed or implied, is intended or
shall be construed to confer upon any person other than the parties hereto
and their successors and assigns any right, remedy or claim under or by
reason of this Agreement.
(c) Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties hereto with regard to the subject matter
contained herein, and supersedes all prior agreements, understandings or
letters of intent between the parties hereto. This Agreement shall not be
amended, modified or supplemented except by a written instrument signed by
an authorized representative of each of the parties hereto.
(d) Interpretation. Headings to sections herein are inserted for
convenience of reference only and are not intended to affect the
interpretation of this Agreement.
(e) Partial Invalidity. Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such provision shall be ineffective to the
extent, but only to the extent, of such invalidity, illegality or
unenforceability without
4
<PAGE> 5
invalidating the remainder of such invalid, illegal or unenforceable
provision or provisions or any other provisions hereof, unless such a
construction would be unreasonable.
(f) Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws (as opposed to the conflicts of law
provisions) of the State of Illinois. Any litigation between the parties
which arises out of this Agreement shall be instituted and prosecuted only
in the appropriate state or federal court or other tribunal situated in the
State of Illinois. Each party hereto hereby submits to the exclusive
jurisdiction of such courts and tribunals for purposes of any such action
and the enforcement of any judgment or order arising therefrom. Each party
hereto hereby waives any right to a change of venue and any and all
objections to the jurisdiction of the state and federal courts and other
tribunals located in the State of Illinois.
(g) Incorporation of Recitals. The recitals set forth on page 1
hereof are hereby incorporated into this Agreement as if fully re-written.
(h) Execution in Counterparts. This Agreement may be executed in
counterparts, each of which shall be considered an original instrument, but
both of which together shall be considered one and the same agreement, and
shall become binding when both counterparts have been signed by each of the
parties hereto.
[Remainder of page intentionally left blank]
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
DEERE PARK CAPITAL, L.L.C.
By: /s/ DOUGLAS GERRARD
----------------------------------
Its: CEO
---------------------------------
/s/ FRANK J. FRADELLA
-------------------------------------
Frank J. Fradella
6
