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UNITED STATES
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) May 2, 1997
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OMEGA ENVIRONMENTAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Commission File Number 0-20267
DELAWARE 91-1499751
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19805 NORTH CREEK PARKWAY, PO BOX 3005
BOTHELL, WASHINGTON 98041-3005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
206-486-4800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On May 2, 1997, Omega Environmental, Inc. (the "Company"), a Delaware
Corporation, filed a voluntary petition in the United States
Bankruptcy Court for the Western District of Washington, Case No. 97-
06084 (the "Bankruptcy Court") for protection and reorganization under
Chapter 11 of the United States Bankruptcy Code. The filing was made
to facilitate the restructuring of its operations and financing
arrangements. Although the Company's tangible assets exceed its
liabilities, the Company elected to seek protection to ensure adequate
cash flow. Implementation of a plan of reorganization is subject to a
number of conditions and uncertainties, including negotiations with
the Company's principal secured lender, BNY Financial Corporation
("BNYFC") and approval of the plan by other creditors and the
Bankruptcy Court. The Company has not yet proposed a plan of
reorganization. The Company is presently negotiating with several
lenders, including BNYFC, to obtain debtor-in-possession financing.
The Company estimates that as of December 31, 1996, it had trade debts
of nearly $27 million, approximately $21 million secured in bank
loans, and other liabilities which are not yet ascertained.
The Bankruptcy Court approved an order (the "Order"), agreed to by the
Company and BNYFC, authorizing the use of cash collateral on May 7,
1997. The Order authorizes the Company to use cash collateral, among
other things, in accordance with the terms and provisions of the Order
during the period from May 7, 1997 through May 28, 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
99.1 Press Release, dated May 2, 1997
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMEGA ENVIRONMENTAL, INC.
(Registrant)
Date: May 14, 1997 /s/ Jeffery B. Weinress
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Jeffery B. Weinress
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 99.1
FROM: OMEGA ENVIRONMENTAL, INC.
19805 NORTH CREEK PARKWAY
BOTHELL, WA 98011
MWW/STRATEGIC COMMUNICATIONS, INC.
TEL: (201) 507-9500
CONTACT: ROBERT SWADOSH ([email protected])
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FOR IMMEDIATE RELEASE
OMEGA ENVIRONMENTAL, INC. FILES CHAPTER 11 PETITION
BOTHELL, WA May 2, 1997 - Omega Environmental, Inc. (Nasdaq National
Market: OMEG), today filed a voluntary petition for protection and
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Western District of Washington. The Company believes
that operating under Chapter 11 will facilitate the restructuring of its
operations and financing arrangements. Although the Company's tangible assets
exceed its liabilities by more than $20 million, the Company elected to seek
protection to ensure adequate cash flow. The Company is presently negotiating
with several lenders to obtain debtor-in-possession (DIP) financing.
Louis J. Tedesco, Omega's President and Chief Executive Officer, said that
the decision to file under Chapter 11 was a difficult one, and reached only
after careful evaluation of all alternative courses of action: "In the past
year we have made substantial progress in rationalizing our entire organization,
including across-the-board cost cutting measures, discontinuing several under-
performing businesses and making significant changes in the management
structure. We will shortly cease all construction-related business activity,
which has acted as a major drain of Company resources, as well as our financial
services and non-essential sales activities.
"Nevertheless," Tedesco continued, "this filing is intended to preserve and
enhance the Company's continuing businesses, many of which are sound, and to
ensure that these continuing operations which fit our growth strategy are
adequately funded. We believe the Company will emerge from this process a
leaner, stronger entity."
Omega Environmental is a national provider of products and services to the
fueling facility industry, including installation and removal of underground
storage tanks, environmental services, and an array of services to gas stations.
MATTERS DISCUSSED HEREIN CONTAIN FORWARD LOOKING STATEMENTS THAT INVOLVE
RISK AND UNCERTAINTIES. THE COMPANY'S RESULTS MAY DIFFER SIGNIFICANTLY FROM
RESULTS INDICATED BY FORWARD LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SOME
DIFFERENCES INCLUDE THOSE GENERALLY RELATED TO THE OPERATIONS OF THE COMPANY'S
BUSINESS AND THE FOLLOWING MATTERS; THE BANKRUPTCY COURT FREEING UP CASH FLOW
TO FINANCE
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OPERATIONS; THE ABILITY TO GENERATE SUFFICIENT FUNDING TO FUND CONTINUING
OPERATIONS; THE ABILITY TO OBTAIN DIP FINANCING AND TO REPLACE THE COMPANY'S
CURRENT LOAN AGREEMENT OR THAT ELIGIBLE ASSETS WILL BE ADEQUATE TO SUPPORT
BORROWING LEVELS UNDER ANY LOAN AGREEMENT; THE ABILITY TO SUCCESSFULLY
REORGANIZE THE COMPANY INTO FUNCTIONAL LINES; AND ACHIEVING FUTURE PROFITABLE
OPERATIONS.
