-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HuVHedTd6r4dSlka4zU1Sa0UxCYdBxh8CnlNxai5+niJxWgb0/7AWOO70jO6goCI ADeGLPcImxhVGqU3SHitrA== 0000950129-01-001603.txt : 20010326 0000950129-01-001603.hdr.sgml : 20010326 ACCESSION NUMBER: 0000950129-01-001603 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010323 GROUP MEMBERS: CARL E. WARDEN GROUP MEMBERS: DEARMAN WILLIAM M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S LIQUIDS INC CENTRAL INDEX KEY: 0001041095 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 760519797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52097 FILM NUMBER: 1577389 BUSINESS ADDRESS: STREET 1: 411 N SAM HOUSTON PARKWAY EAST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2812724500 MAIL ADDRESS: STREET 1: 411 N SAM HOUSTON PARKWAY EAST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEARMAN WILLIAM M CENTRAL INDEX KEY: 0001023390 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5420 HUCKLEBERRY LANE CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7135521077 MAIL ADDRESS: STREET 1: 5420 HUCKLEBERRY LANE CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 h85363sc13d.txt WILLIAM M. DEARMAN FOR US LIQUIDS, INC. 1 EXECUTION COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 US LIQUIDS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 902974 10 4 (CUSIP Number) William M. DeArman 43 Stillforest Houston, Texas 77024 (832) 251-8951 Copy to: Edgar J. Marston III Bracewell & Patterson, L.L.P. 2900 South Tower Pennzoil Place 711 Louisiana Houston, Texas 77002 (713) 223-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 2001 (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 [ ]. The information required on 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D - ---------------------------------- CUSIP NO.: 902974 10 4 - ---------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NUMBER William M. DeArman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 298,200 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 260,200 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,200 shares, includes 38,000 shares as to which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO.: 902974 10 4 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NUMBER Carl E. Warden - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 910,700 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 394,100 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 910,700 shares, includes 516,600 shares as to which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.77% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D is being filed by Carl E. Warden and William M. DeArman (sometimes individually, a "Reporting Person," and collectively, the "Reporting Persons"), who may be deemed to comprise a group under Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This Statement on Schedule 13D relates to the beneficial ownership of shares of common stock, $0.01 par value per share ("Common Stock"), of U S Liquids Inc., a Delaware corporation ("US Liquids"). The principal executive offices of US Liquids are located at 411 N. Sam Houston Parkway East, Suite 400, Houston, Texas 77060- 3545. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) The name, business address and principal occupation of each Reporting Person are set forth in Schedule I to this Statement on Schedule 13D. (d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons has been 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. (f) Each of the Reporting Persons is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. DeArman owns beneficially 260,200 shares of Common Stock, representing approximately 1.65% of the outstanding Common Stock. Mr. DeArman is deemed to have acquired beneficial ownership of an additional 38,000 shares of Common Stock solely because of his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of-attorney, representing approximately 0.24% of the outstanding Common Stock. No funds or other consideration was paid by or on behalf of Mr. DeArman in connection with the grant of the irrevocable power-of-attorney. Mr. Warden owns beneficially 394,100 shares of Common Stock, representing approximately 2.49% of the outstanding Common Stock. Mr. Warden is deemed to have beneficial ownership of 516,600 shares of Common Stock due to his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of- attorney, representing approximately 3.28% of the outstanding Common Stock. No funds or other consideration was paid by or on behalf of Mr. Warden in connection with the grant of the irrevocable power-or-attorney. See paragraph (c) of Item 5 of this Statement on Schedule 13D for information relating to recent additional purchases of shares of Common Stock by the Reporting Persons with personal funds. Page 1 of 6 5 ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons note that there has been substantial erosion in the value of the Common Stock during recent periods and want the board of US Liquids to immediately replace the existing Chief Executive Officer and Chief Financial Officer with persons who possess the requisite leadership skills to execute US Liquids' strategic plan. The Reporting Persons have from time to time contacted the Board of Directors of US Liquids and various of its members regarding the concerns identified in this Schedule 13D and in Exhibit E-2 attached hereto. Due to the Board's failure to take action based on the concerns of the Reporting Persons, the Reporting Persons have decided to combine their efforts and engage in discussions with other persons who may be similarly dissatisfied with the performance of US Liquids' current senior management. The Reporting Person's intend to solicit the support of others in delivering letters to US Liquids' Board of Directors similar in nature to the letter of the Reporting Person's attached as Exhibit E-2 hereto Except as noted herein or as otherwise set forth in Exhibit E-2 hereto, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of US Liquids, or the disposition of securities of US Liquids; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving US Liquids or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of US Liquids or any of its subsidiaries; (d) any change in the present board of directors of US Liquids, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of US Liquids; (f) any other material change in US Liquids' business or corporate structure; (g) changes in US Liquids' charter or bylaws or other actions which may impede the acquisition of control of US Liquid by any person; (h) causing a class of securities of US Liquids to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of US Liquids becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. The Reporting Persons reserve the right to (i) modify their present intentions and formulate plans or proposals to take any one or more of the actions referred to in paragraph (a) through (j) above and (ii) to increase or decrease their respective holdings of Common Stock through open market purchases, privately negotiated transactions or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The number of shares of Common Stock beneficially owned by each Reporting Person and the number of shares of Common Stock as to which each Reporting Person has sole power to vote or to direct the vote, Page 2 of 6 6 shared power to vote or direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition are set forth on the cover pages of this Statement on Schedule 13D, and such information is incorporated herein by reference. (c) Other than the acquisition of voting control over an additional 38,000 shares by Mr. DeArman and 466,600 shares by Mr. Warder by virtue of irrevocable powers of attorney granted by their respective family members and a family foundation, the Reporting Persons have not acquired any shares of Common Stock or securities convertible into Common Stock during the past sixty days. (d) Each Reporting Person has the right to receive the dividends from, and the proceeds from the sale of, the respective shares of Common Stock reported as dispositively held by each such person on the cover pages of this Statement on Schedule 13D. With respect to the shares of Common Stock as to which each Reporting Person disclaims beneficial ownership, other persons have the right to receive the dividends from, and the proceeds from the sale of, the respective shares of Common Stock so reported. No such person holds more than five percent of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise referred to in Item 3 and Item 4 of this Statement on Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to the shares of Common Stock or any other securities of US Liquids. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. E-1 Joint Filing Agreement dated as of March 23, 2001. E-2 Letter on behalf of Reporting Persons to Board of Directors of U S Liquids Inc. dated March 23, 2001. E-3 Irrevocable Power of Attorney dated March 22, 2001 to William M. DeArman. E-4 Irrevocable Power of Attorney dated March 22, 2001 to Carl E. Warden. Page 3 of 6 7 SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: March 23, 2001. /s/ Carl E. Warden --------------------------- Carl E. Warden /s/ William M. DeArman --------------------------- William M. DeArman Page 4 of 6 8 SCHEDULE I
REPORTING PERSON BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---------------- ---------------- -------------------- Carl E. Warden 1516 Country Club Drive Private Investor Los Altos, California 94024 William M. DeArman 43 Stillforest Private Investor Houston, Texas 77024
Page 5 of 6 9 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- E-1 Joint Filing Agreement dated as of March 23, 2001. E-2 Letter on behalf of Reporting Persons to Board of Directors of U S Liquids Inc. dated March 23, 2001. E-3 Irrevocable Power of Attorney dated March 22, 2001 to William M. DeArman. E-4 Irrevocable Power of Attorney dated March 22, 2001 to Carl E. Warden.
Page 6 of 6 EX-99.E1 2 h85363ex99-e1.txt JOINT FILING AGREEMENT 1 EXHIBIT E-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below), on behalf of each of them a statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value per share, of U S Liquids Inc. and that this Joint Filing Agreement be included as an Exhibit to such Schedule 13D filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 23rd day of March, 2001. /s/ Carl E. Warden --------------------------- Carl E. Warden /s/ William M. DeArman --------------------------- William M. DeArman Page 1 of 1 EX-99.E2 3 h85363ex99-e2.txt LETTER ON BEHALF OF REPORTING PERSONS 1 EXHIBIT E-2 WILLIAM M. DEARMAN CARL E. WARDEN 43 STILL FOREST HOUSTON, TEXAS 77024 March 23, 2001 Board of Directors US Liquids Inc. 411 N. Sam Houston Parkway East Suite 400 Houston, TX 77060-3545 Gentlemen: As indicated in our Schedule 13-D, which was filed with the SEC on March 23, 2001, we currently represent more than 7.6% of the voting power of US Liquids' outstanding common stock. We are writing to you to express our deep concern regarding the lack of leadership at the senior executive level in the Company and the inability of your senior executives to execute the Company's strategic plan which we support. The Company has lost credibility with employees, shareholders and the investment community generally by failing to meet the Company's announced earnings' objectives for the last six successive quarterly periods and by incurring several "one-time charges" during that period. Stockholders have lost more than $250 million in the market value of their investment in the Company during the last six quarters. We strongly believe that the Board of Directors must hold the entire senior management team accountable for this loss. We believe that the Board of Directors should immediately replace the existing Chief Executive Officer and Chief Financial Officer with persons who possess the requisite leadership skills to execute the Company's strategic plan. By doing so, the Board will take a significant first step in restoring both employee morale and investor confidence. We have identified a new, experienced senior management team which possesses the requisite leadership skills and which is prepared to meet with you immediately to negotiate mutually acceptable terms of employment. We trust that the Board of Directors will implement our suggestion promptly. Sincerely, /s/ William M. DeArman --------------------------- William M. DeArman /s/ Carl E. Warden --------------------------- Carl E. Warden Page 1 of 1 EX-99.E3 4 h85363ex99-e3.txt IRREVOCABLE POWER OF ATTORNEY - WILLIAM M. DEARMAN 1 EXHIBIT E-3 IRREVOCABLE POWER OF ATTORNEY Each of the undersigned does hereby make, constitute and appoint William M. DeArman, in his individual capacity, the undersigned's true and lawful attorney (hereinafter referred to as "Attorney") with full power of substitution and resubstitution, to vote or to execute and deliver written consents or approvals with respect to all shares of the capital stock of U S Liquids Inc., a Delaware corporation ("Company"), now owned (as reflected next to the undersigned's name on Schedule A hereto), or hereafter acquired by the undersigned, and any securities issued or issuable in exchange therefor or in respect thereof (the "Capital Stock"), to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The power and authority granted to the Attorney hereunder includes, but is not limited to, the power to nominate and to vote in (or execute and deliver written covenants or approvals with respect to) the election of board members of the Company, and to vote for or against (or execute and deliver written consents or approvals with respect to) any change in the bylaws or other governing documents of the Company, any merger, consolidation or share exchange involving the Company, and any sale or disposition of assets of the Company, including a sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company; and, with respect to any vote or consent or approval with respect to a merger, consolidation, or share exchange or the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company, a vote cast by the Attorney, or either of them, or a consent executed and delivered by the Attorney, under this Irrevocable Power of Attorney shall bind the undersigned; and the undersigned hereby waives any right to dissent to any such merger, consolidation, share exchange, or sale, lease, exchange or other disposition of all or substantially all property and assets if the Attorney votes the Capital Stock of the undersigned in favor thereof or execute and deliver any one or more written consents of stockholders approving any thereof. Each of the undersigned hereby affirms that this Irrevocable Power of Attorney is coupled with an interest and shall be irrevocable, and shall not be terminated by any act of the undersigned or by operation of law, and shall remain in effect pursuant to the terms hereof. This Irrevocable Power of Attorney shall remain in full force and effect and be enforceable against any donee, transferee or assignee of the Capital Stock until September 30, 2001, or the earlier termination of this Irrevocable Power of Attorney in writing by the Attorney. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument, and each such counterpart may be delivered via telecopy to the Attorney. [Balance of page intentionally left blank.] Page 1 of 3 2 IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on March 22, 2001. Delaware Charter Guaranty Company, for the benefit of the William M. DeArman Profit Sharing Plan /s/ William M. DeArman ----------------------------------------- Title: Authorized Officer /s/ Thomas M. DeArman ----------------------------------------- Thomas M. DeArman as trustee of the Alexander E. DeArman Section 2503(c) Trust /s/ Thomas M. DeArman ----------------------------------------- Thomas M. DeArman as trustee of the William B. DeArman Section 2503(c) Trust /s/ Thomas M. DeArman ------------------------------------------ Thomas M. DeArman as trustee of the Nicholas B. DeArman Section 2503(c) Trust Page 2 of 3 3 SCHEDULE A
SHARES OF US LIQUIDS INC. STOCKHOLDER COMMON STOCK ----------- --------------- Delaware Charter Guaranty Company, for the benefit of the William M. DeArman Profit Sharing Plan 200,000 Thomas M. DeArman as trustee of the Alexander E. DeArman Section 2503(c) Trust 9,500 Thomas M. DeArman as trustee of the William B. DeArman Section 2503(C) Trust 9,500 Thomas M. DeArman as trustee of the Nicholas B. DeArman Section 2503(C) Trust 19,000
Page 3 of 3 EX-99.E4 5 h85363ex99-e4.txt IRREVOCABLE POWER OF ATTORNEY - CARL E. WARDEN 1 EXHIBIT E-4 IRREVOCABLE POWER OF ATTORNEY Each of the undersigned does hereby make, constitute and appoint Carl E. Warden, in his individual capacity, the undersigned's true and lawful attorney (hereinafter referred to as "Attorney") with full power of substitution and resubstitution, to vote or to execute and deliver written consents or approvals with respect to all shares of the capital stock of U S Liquids Inc., a Delaware corporation ("Company"), now owned (as reflected next to the undersigned's name on Schedule A hereto), or hereafter acquired by the undersigned, and any securities issued or issuable in exchange therefor or in respect thereof (the "Capital Stock"), to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The power and authority granted to the Attorney hereunder includes, but is not limited to, the power to nominate and to vote in (or execute and deliver written covenants or approvals with respect to) the election of board members of the Company, and to vote for or against (or execute and deliver written consents or approvals with respect to) any change in the bylaws or other governing documents of the Company, any merger, consolidation or share exchange involving the Company, and any sale or disposition of assets of the Company, including a sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company; and, with respect to any vote or consent or approval with respect to a merger, consolidation, or share exchange or the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company, a vote cast by the Attorney, or either of them, or a consent executed and delivered by the Attorney, under this Irrevocable Power of Attorney shall bind the undersigned; and the undersigned hereby waives any right to dissent to any such merger, consolidation, share exchange, or sale, lease, exchange or other disposition of all or substantially all property and assets if the Attorney votes the Capital Stock of the undersigned in favor thereof or execute and deliver any one or more written consents of stockholders approving any thereof. Each of the undersigned hereby affirms that this Irrevocable Power of Attorney is coupled with an interest and shall be irrevocable, and shall not be terminated by any act of the undersigned or by operation of law, and shall remain in effect pursuant to the terms hereof. This Irrevocable Power of Attorney shall remain in full force and effect and be enforceable against any donee, transferee or assignee of the Capital Stock until September 30, 2001, or the earlier termination of this Irrevocable Power of Attorney in writing by the Attorney. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument, and each such counterpart may be delivered via telecopy to the Attorney. [Balance of page intentionally left blank.] Page 1 of 3 2 IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on March 22, 2001. WARDEN FOUNDATION /s/ Carl E. Warden -------------------------------------------- By: Carl E. Warden Title: Vice President /s/ Eric Warden -------------------------------------------- Eric Warden /s/ Alan Kirchick -------------------------------------------- Alan Kirchick /s/ Scott Moore -------------------------------------------- Scott Moore /s/ Brad Marlin -------------------------------------------- Brad Marlin Page 2 of 3 3 SCHEDULE A
SHARES OF US LIQUIDS INC. STOCKHOLDER COMMON STOCK ----------- --------------- Warden Foundation 50,000 Eric Warden 320,000 Alan Kirchick 69,000 Scott Moore 50,000 Brad Marlin 27,500
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