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Pursuant to Rule 424(b)(5)
Registration No. 333-42805
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
3600 WEST SEGERSTROM AVENUE
SANTA ANA, CALIFORNIA 92704
PROSPECTUS SUPPLEMENT
MARCH 24, 1998
Wahlco Environmental Systems, Inc. (the 'Company') hereby supplements its
Prospectus/Proxy Statement dated February 4, 1998 (the 'February Prospectus') as
set forth below. Initially capitalized terms used herein, unless they are
separately defined herein, shall have the meanings assigned to such terms in the
February Prospectus.
EXPIRATION DATE
On March 17, 1998, the Company's Board of Directors approved a thirty-day
extension of the Expiration Date for the Rights Offering. The original
Expiration Date was 5:00 p.m. New York City time on April 6, 1998; the new
Expiration Date is 5:00 p.m. New York City time on May 6, 1998.
TRADING OF RIGHTS
After the mailing of the February Prospectus to Stockholders, the New York
Stock Exchange, Inc. (the 'NYSE') determined not to admit the Rights for
trading. However, the Rights may trade in the over-the-counter market under the
symbol WAL ZR. Beginning on Thursday, March 19, 1998, purchasers of the
Company's Common Stock in transactions executed on the NYSE did not receive the
Rights along with the Common Stock. Common Stock transactions of the NYSE from
March 3, 1998 through March 18, 1998 consisted of Common Stock and Rights, in
a ratio of 8 Rights for each Share of Common Stock.
Stockholders who wish to sell their Rights or any party who wishes to
purchase Rights may so advise their broker or ChaseMellon Shareholder Services
('CMSS'), which is acting as the information and subscription agent for the
Rights Offering. CMSS will post sell orders for the Rights daily at 1:00 p.m.
EST. Any such sell orders will be executed through licensed broker-dealers if
there are buyers for such Rights.
REVERSE STOCK SPLIT
On March 20, 1998, the NYSE authorized for listing the shares of Common
Stock to be issued in the Company's proposed one-for-ten Reverse Stock Split.
The effective date of the Reverse Stock Split is anticipated to be May 13, 1998.
The approval of the Reverse Stock Split by the NYSE satisfies a material
condition to the Company's Plan of Financial Restructuring.
In the Rights Offering, the Company distributed to each stockholder of
record on March 3, 1998, eight Rights for each share of Common Stock held. Each
Right entitles the holder to subscribe for and purchase one share of the
Company's Common Stock at a subscription price of ten cents ($0.10) per share.
The Rights are freely transferable.
The Rights Offering is described fully in the February Prospectus, which
was mailed to the Company's stockholders on March 6, 1998. To obtain a copy of
the February Prospectus or for further information, please contact Anne Anderson
at Wahlco Environmental Systems, Inc., (714) 979-7300, or ChaseMellon
Shareholder Services, (800) 549-9249.
