1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 23, 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
===============================================================================
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Asset Purchase Agreement. On July 7, 1997, Republic Environmental
Systems (Fort Erie) Ltd. ("RES (Fort Erie)"), Republic Environmental Systems
(Brantford) Ltd. ("RES (Brantford)"), Republic Environmental Systems (Pickering)
Ltd. ("RES (Pickering)" and, together with RES (Fort Erie) and RES (Brantford),
the "Vendors") Philip Enterprises Inc. ("Philip Enterprises") and Republic
Environmental Systems, Inc. ("RESI") entered into an Asset Purchase Agreement
(the "Asset Agreement") which provides for the sale of substantially all of the
assets of the liquid and solid hazardous and non-hazardous waste treatment,
storage, disposal and transportation business of the Vendors' facilities located
in Fort Erie, Brantford and Pickering, Ontario to Philip Enterprises for a note
in the principal amount of $7,000,000, which is subject to certain adjustments
and guaranteed by Philip Enterprises' parent company, Philip Services Corp., as
set forth in the Guaranty Agreement dated July 23, 1997.
Share Purchase Agreement. On June 13, 1997, Philip
Environmental (Delaware), Inc. ("Philip Environmental"), RESI (the "Vendor"),
and Republic Environmental Recycling, Inc.("RER"), Republic Environmental
Systems (Technical Services Group), Inc. ("RES (Technical Services)"), Republic
Environmental Systems (Pennsylvania), Inc. ("RES (Pennsylvania)"), Republic
Environmental Systems (Transportation Group), Inc. ("RES (Transportation)") and
Chem-Freight, Inc. ("Chem-Freight" and, together with RER, RES (Technical
Services), RES (Pennsylvania) and RES (Transportation), the "Companies")
entered into a Share Purchase Agreement which provides for the sale by the
Vendor of all of the issued and outstanding shares of capital of the Companies
to Philip Environmental for $17,000,000 consisting of $8,000,000 in cash and
two notes in the principal amount of $8,000,000 and $1,000,000, respectively,
which are guaranteed by Philip Enterprises' parent company, Philip Services
Corp., as set forth in the Guaranty Agreement dated July 23, 1997. In
addition, Philip Environmental has the option to acquire all of the outstanding
capital stock of Republic Environmental Systems (Cleveland), Inc. on or before
August 17, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Acquired Business. Not applicable.
(b) Pro Forma Financial Information.
As of the date of filing this current report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial
information required by this item 7(b). Such financial information
shall be filed by amendment to this Form 8-K no later than 60 days
after August 7, 1997.
3
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of July 7, 1997, by and among RES
(Fort Erie), RES (Brantford), RES (Pickering), Philip Enterprises
and RESI.
2.2 Share Purchase Agreement, dated as of June 13, 1997, by and among
Philip Environmental (Delaware), Inc., RESI, RER, RES (Technical
Services), RES (Pennsylvania), RES (Transportation) and Chem-Freight.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL ALLIANCE SERVICES, INC.
Date: August 7, 1997 By: /s/ Gregory J. Skoda
----------------------------------
Gregory J. Skoda
Executive Vice President and
Chief Financial Officer
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
2.1 Asset Purchase Agreement, dated as of July 7, 1997, by and
among RES (Fort Erie), RES (Brantford), RES (Pickering), Philip
Enterprises and RESI.
2.2 Share Purchase Agreement, dated as of June 13, 1997, by and
among Philip Environmental (Delaware), Inc., RESI, RER, RES
(Technical Services), RES (Pennsylvania), RES (Transportation)
and Chem-Freight.