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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 19, 1997
INTERNATIONAL ALLIANCE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-25890 22-2769024
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10055 Sweet Valley Drive
Valley View, Ohio 44125
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, (216) 447-9000
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Item 4. Changes in Registrant's Certifying Accountant
(a) Arthur Andersen LLP ("Arthur Andersen") served as the independent
auditors of International Alliance Services, Inc. (formerly known as
Republic Environmental Systems, Inc., the "Registrant") for the fiscal
years ended December 31, 1994 and 1995 and until February 19, 1997.
Until October 1996, when the Registrant acquired its insurance
operations through the merger of Century Surety Company, and its
subsidiaries (the "CSC Group"), and Commercial Surety Agency, Inc.
("CSU") into subsidiaries of the Registrant (the "Merger Transactions"),
the Registrant's operations consisted primarily of its hazardous waste
operations. The Registrant's specialty insurance, bonding and business
services operations currently comprise a significant portion of the
Registrant's total revenue. Further, the Registrant currently intends
to aggressively grow its specialty insurance, bonding and business
services operations both internally and through acquisitions. From 1987
until December 1996, after the consummation of the Merger Transactions,
KPMG Peat Marwick LLP ("KPMG") served as independent auditors for the
Registrant's insurance subsidiaries, the CSC Group and CSU.
It has been determined by the Registrant that its best interest would be
served by retaining KPMG as its independent auditors. Accordingly, on
February 19, 1997, the Registrant dismissed Arthur Andersen and engaged
KPMG as its independent auditors. The decision to change auditors was
approved by the Audit Committee of the Registrant's Board of Directors.
There have been no disagreements between the Registrant and Arthur
Andersen on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Arthur Andersen,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report. Further, the audit reports
of Arthur Andersen on the financial statements as of and for the years
ended December 31, 1994 and 1995 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
(b) KPMG has been engaged by the Registrant as of February 19, 1997 as its
independent auditors.
Item 5. Other Events
On February 24, 1997, the Registrant announced its intention to acquire
M&N Risk Management, Inc. and M&N Enterprises, Inc. (the "M&N Transaction").
It is contemplated that the Registrant will issue approximately 384,600 shares
of its common stock valued at $13.00 per share, and warrants to purchase
900,000 shares of its common stock at an exercise price of $13 per share,
exercisable for a three year period from the date of issuance, in connection
with the M&N Transaction. It is anticipated that such transaction will close
by February 28, 1997.
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On February 24, 1997, the Registrant also announced the consummation of
its acquisition of Midland Consultants, Inc. (the "Midland Transaction"). In
consideration for such acquisition, the Registrant paid $208,000 and issued
87,500 shares of its common stock valued at $11.625 per share, and warrants to
purchase 20,000 shares of its common stock at an exercise price of $11.625 per
share exercisable in whole or in part for a three year period from the date of
issuance.
Subject to the occurrence of certain events, Alliance Holding
Corporation ("Alliance") has agreed to grant a proxy to Mr. Michael G.
DeGroote, Chairman of the Board of the Registrant, that covers the shares of
common stock of the Registrant held by Alliance.
The descriptions contained herein of the M&N Transaction and the Midland
Transaction are qualified in their entirety by reference to the Press Release,
dated February 24, 1997, attached hereto as Exhibit 99.1, which is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The following documents are filed herewith as exhibits:
16.1 Letter from Arthur Andersen LLP.
99.1 Press Release, dated February 24, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INTERNATIONAL ALLIANCE SERVICES, INC.
Dated: February 26, 1997 /s/ Edward F. Feighan
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Edward F. Feighan
Chief Executive Officer and President
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INTERNATIONAL ALLIANCE SERVICES, INC.
EXHIBIT INDEX
NUMBER AND SEQUENTIAL
DESCRIPTION OF EXHIBIT PAGE NUMBER
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16.1 Letter from Arthur Andersen LLP
99.1 Press Release, dated February 24, 1997