<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Alliance Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458875 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Rick L. Burdick, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
711 Louisiana
Suite 1900
Houston, Texas 77002
(713) 220-5800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 1997
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 the
disclosures provided in a prior cover page.
The information required in 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 "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes.)
<PAGE> 2
CUSIP No. 458875 10 1
(1) Names of Reporting Persons. S.S. or I.R.S. Michael G. DeGroote
Identification Nos. of Above Persons
(2) Check the Appropriate Box if (a)X
a Member of a Group (See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO, WC (See Item 3)
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Canadian
Number of Shares (7) Sole Voting Power -0-
Beneficially
Owned by Each (8) Shared Voting Power 14,247,112
Reporting
Person With (9) Sole Dispositive Power 14,247,112
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 14,247,112
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain (See Item 5)
Shares (See Instructions)
(13) Percent of Class Represented 33.6%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) IN
1
<PAGE> 3
CUSIP No. 458875 10 1
(1) Names of Reporting Persons. S.S. or I.R.S. Westbury (Bermuda) Ltd.
(2) Check the Appropriate Box if (a)X
a Member of a Group (See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO, WC (See Item 3)
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Bermuda
Number of Shares (7) Sole Voting Power -0-
Beneficially
Owned by Each (8) Shared Voting Power 14,247,112
Reporting
Person With (9) Sole Dispositive Power 14,247,112
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 14,247,112
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain (See Item 5)
Shares (See Instructions)
(13) Percent of Class Represented 33.6%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) CO
2
<PAGE> 4
Westbury (Bermuda) Ltd., a Bermuda exempted company and
successor-in-interest to MGD Holdings Ltd. ("Westbury"), and Mr. Michael G.
DeGroote (together, the "Reporting Persons" and individually, the "Reporting
Person") hereby make the following statement pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder. This Statement is an amendment to the
Schedule 13D dated October 18, 1996 filed jointly by the Reporting Persons (the
"Original Schedule 13D").
Pursuant to Rule 13d-5 under the Exchange Act, the Reporting Persons
may be deemed to be members of a "group" with Alliance Holding Corporation
("Alliance") (the Reporting Persons and Alliance may hereinafter be
collectively referred to as the "Group"). The Reporting Persons are filing
this statement on their own behalf and not on behalf of any other member of the
Group pursuant to Rule 13d-1(f)(2) promulgated under the Exchange Act. Upon
termination of the Voting Agreement described in Item 6 of the Original
Schedule 13D, the members of the Group will have no further agreement to act
together for the purpose of voting the shares of Common Stock held by the
Reporting Persons from time to time and, as a result, the existence of a
"group" under Rule 13d-5 of the Exchange Act shall terminate at such time.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Statement is being filed by Westbury, a
Bermuda exempted company, and Mr. Michael G. DeGroote (all of the foregoing
collectively, the "Reporting Persons" and individually, the "Reporting
Person"). A copy of an agreement among the Reporting Persons with respect to
their joint filing of this Statement is attached hereto as Exhibit 1.
Westbury is engaged principally in investing in securities
beneficially owned by Mr. DeGroote. Westbury is the successor-in-interest to
MGD Holdings Ltd. ("MGD") as a result of an amalgamation of MGD and Westbury,
both Bermuda exempted companies, that was completed April 30, 1997. Mr.
DeGroote was the sole stockholder of the amalgamated companies and continues to
be the sole stockholder of Westbury. The officers, directors and capital
structure of Westbury are the same as existed with MGD. The name, business
address, principal occupation or employment and citizenship of each executive
officer and director of Westbury are listed on Schedule A, attached hereto and
incorporated herein by reference.
Mr. DeGroote, Chairman of the Board of Issuer, is a Canadian citizen
but resides in Bermuda. The principal business address of each of the
Reporting Persons is Victoria Hall, 11 Victoria Street, P.O. Box HM 1065,
Hamilton, HMEX Bermuda.
(d) - (e) During the last five years, none of the Reporting
Persons nor, to the best of any of their knowledge, any of the persons listed
on Schedule A attached hereto, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) 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.
3
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 21, 1997, MGD purchased from International Alliance Services,
Inc. (the "Issuer") an aggregate of 555,556 units of the Issuer for $9.00 per
unit in a private placement. Each unit is comprised of one share of common
stock, $.01 par value per share, of the Company ("Common Stock") and one
warrant to purchase one share of Common Stock at an exercise price of $11.00
per share, exercisable for a three year period from the date of issuance (a
"Unit"). MGD effected the acquisition of such Units with cash on hand.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock described in Item 3 as
an investment.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of May 1, 1997, Westbury, as successor to
MGD, beneficially owns for purposes of this Schedule 13D 14,247,112 shares of
Common Stock, which includes 6,495,556 shares of Common Stock issuable upon
exercise of warrants, representing 33.6% of the outstanding shares of Common
Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based
upon 35,968,419 shares of Common Stock issued and outstanding as of May 1,
1997.
In addition, as of May 1, 1997, Mr. DeGroote, as the sole stockholder,
a director and President of Westbury, may be deemed to beneficially own all of
the shares of Common Stock owned by Westbury, which in the aggregate would
consist of 14,247,112 shares of Common Stock. Such shares include 6,495,556
shares of Common Stock issuable upon exercise of warrants, representing 33.6%
of the outstanding shares of Common Stock, calculated in accordance with Rule
13d-3 under the Exchange Act (based upon 35,968,419 shares of Common Stock
issued and outstanding as of May 1, 1997).
As of May 1, 1997, Mr. Luchak may be deemed to beneficially own
165,700 shares of Common Stock, which includes 150,000 shares of Common Stock
issuable upon exercise of warrants which vest within 60 days of the date
hereof, representing less than 1% of the outstanding Common Stock, calculated
in accordance with Rule 13d-3 under the Exchange Act (based upon 35,968,419
shares of Common Stock issued and outstanding as of May 1, 1997).
As of May 1, 1997, Mr. Watt may be deemed to beneficially own
200,000 shares of Common Stock, which includes 150,000 shares of Common Stock
issuable upon exercise of warrants which vest within 60 days of the date
hereof, representing less than 1% of the outstanding Common Stock, calculated
in accordance with Rule 13d-3 under the Exchange Act (based upon 35,968,419
shares of Common Stock issued and outstanding as of May 1, 1997).
The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock owned by Messrs. Watt and Luchak.
4
<PAGE> 6
(b) The Reporting Persons have shared voting power
pursuant to the terms of the Voting Agreement (see Item 6 of the Original
Schedule 13D) and sole investment power with respect to 7,751,556 shares
of Common Stock owned of record by Westbury. The Reporting Persons have sole
voting and investment power with respect to an additional 6,495,556 shares of
Common Stock issuable upon exercise of outstanding warrants owned of record
by Westbury.
Each of Messrs. Luchak and Watt have sole voting
and investment power with respect to all of the shares of Common Stock
beneficially owned by each of them.
(c) Within the last 60 days, the Reporting Persons
and Messrs. Luchak and Watt have effected the following transactions:
(i) On March 4, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $13.00 per share on the
open market.
(ii) On March 6, 1997, Mr. Luchak effected the
sale of 2,000 shares of Common Stock at a price of $12.125 per share on the
open market.
(iii) On March 7, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.375 per share on the
open market.
(iv) On March 11, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.25 per share on the
open market.
(v) On March 12, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.25 per share on the
open market.
(vi) On March 13, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.625 per share on the
open market.
(vii) On March 14, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.75 per share on the
open market.
(viii) On March 17, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.75 per share on the
open market.
(ix) On March 18, 1997, Mr. Luchak effected the
sale of 5,000 shares of Common Stock at a price of $12.775 per share on the
open market.
(x) On March 20, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.00 per share on the
open market.
(xi) On March 24, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $13.00 per share on the
open market.
(xii) On March 24, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $11.00 per share on the
open market.
(xiii) On March 26, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $10.75 per share on the
open market.
(xiv) On March 27, 1997, Mr. Luchak effected the
sale of 2,000 shares of Common Stock at a price of $11.00 per share on the
open market.
(xv) On April 1, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $11.875 per share on the
open market.
(xvi) On April 1, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $12.125 per share on the
open market.
(xvii) On April 2, 1997, Mr. Luchak effected the
sale of 3,000 shares of Common Stock at a price of $11.375 per share on the
open market.
(xviii) On April 2, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $8.675 per share on the
open market.
(xix) On April 7, 1997, Mr. Luchak effected the
sale of 1,000 shares of Common Stock at a price of $10.00 per share on the
open market.
(xx) On April 9, 1997, Mr. Luchak effected the
sale of 300 shares of Common Stock at a price of $10.00 per share on the
open market.
(xxi) On April 21, 1997 the Reporting Persons
effected the acquisition of 555,556 shares of Common Stock and warrants to
purchase 555,556 shares of Common Stock as described in Item 3.
(d) Not applicable.
(e) Not applicable.
5
<PAGE> 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement among Mr. Michael G. DeGroote, and
Westbury (Bermuda) Ltd.
Exhibit 2: Unit Purchase Agreement dated December 24, 1996 between
MGD and the Company (filed as Appendix I to the Company's
Schedule 14C Information Statement dated March 24, 1997).
Exhibit 3: Warrant Agreement dated December 24, 1997 between MGD and
the Company (filed as Appendix II to the Company's
Schedule 14C Information Statement dated March 24, 1997).
6
<PAGE> 8
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, correct and
complete.
Dated: May 5, 1997 Michael G. DeGroote
By: /s/ Michael G. DeGroote
----------------------------------
Michael G. DeGroote
Dated: May 5, 1997 Westbury (Bermuda) Ltd.
By: /s/ Michael G. DeGroote
----------------------------------
Michael G. DeGroote
President
7
<PAGE> 9
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
WESTBURY (BERMUDA) LTD.
<TABLE>
<CAPTION>
NAME & CAPACITY WITH PRINCIPAL OCCUPATION PRINCIPAL
WESTBURY (BERMUDA) LTD. AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------- ------------------------- ----------------
<S> <C> <C>
Michael G. DeGroote Retired Businessman Victoria Hall
President, Director Canadian 11 Victoria Street
P. O. Box HM 1065
Hamilton, HMEX
Bermuda
James Watt Financial Analyst Victoria Hall
Vice President, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
Fred Luchak Attorney Victoria Hall
Secretary, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<S> <C>
1.* Joint Filing Agreement among Mr. Michael G. DeGroote, and
Westbury (Bermuda) Ltd.
2. Exhibit 2: Unit Purchase Agreement dated December 24, 1996 between
MGD and the Company (filed as Appendix I to the Company's Schedule 14C
Information Statement dated March 24, 1997).
3. Warrant Agreement dated December 24, 1997 between MGD and the Company
(filed as Appendix II to the Company's Schedule 14C Information Statement
dated March 24, 1997).
</TABLE>
__________________________________________
* Filed herewith.
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of International Alliance Services, Inc. dated
April 21, 1997 is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: May 1, 1997 Michael G. DeGroote
/s/ Michael G. DeGroote
----------------------------
Dated: May 1, 1997 Westbury (Bermuda) Ltd.
By:/s/ Michael G. DeGroote
-------------------------
Michael G. DeGroote
President
