-----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, WWmoYvPwvewUvILE5BH1LAc64EeKTREDuoJFIRPgbwAwtyp2w+4X8v/n4G5VfklB O65RV+oN9Mg5a5y11u+2sA== 0000950120-98-000302.txt : 19980813 0000950120-98-000302.hdr.sgml : 19980813 ACCESSION NUMBER: 0000950120-98-000302 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980812 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S INDUSTRIAL SERVICES INC CENTRAL INDEX KEY: 0000855424 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 990273889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51045 FILM NUMBER: 98683530 BUSINESS ADDRESS: STREET 1: 15201 PEPELINE LE STE B CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 8183307221 MAIL ADDRESS: STREET 1: 53 STILES ROAD STREET 2: SUITE 101 CITY: SALEM STATE: NH ZIP: 03079 FORMER COMPANY: FORMER CONFORMED NAME: EIF HOLDINGS INC DATE OF NAME CHANGE: 19930621 FORMER COMPANY: FORMER CONFORMED NAME: FUTURISTIC INNOVATIONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USIS ACQUISITION LLC CENTRAL INDEX KEY: 0001067543 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8111 PRESTON ROAD STREET 2: SUITE 715 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148919698 MAIL ADDRESS: STREET 1: 8111 PRESTON ROAD STREET 2: SUITE 715 CITY: DALLAS STATE: TX ZIP: 75225 SC 13D 1 SCHEDULE 13D OF USIS ACQUISITION, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 US Industrial Services, Inc. ---------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 90332T 10 6 ----------- (CUSIP Number) ALBERT V. FURMAN III Manager USIS Acquisition, LLC 8111 Preston Road, Suite 715 Dallas, Texas 75225 (214) 891-9698 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 1998 ---------------------------------------------------------------- (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 []. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 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, as amended (the "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). SCHEDULE 13D CUSIP NO. 90332T 10 6 PAGE 2 OF 6 PAGES -------------------------- ------------------------------ 1. NAME OF REPORTING PERSON -- -------------------------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) USIS Acquisition, LLC 52-2114311 -------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] -- -------------------------------------------------------------- 3. SEC USE ONLY -- -------------------------------------------------------------- 4. SOURCE OF FUNDS* WC, OO -- -------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [] -- -------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -- -------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 5,295,858 SHARES ------------------------------------------------------ 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY -- ------------------------------------------------- 9. SOLE DISPOSITIVE POWER EACH 5,295,858 -- ------------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH -0- -- ------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,295,858 -------------------------------------------------------------- -- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -- -------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.4% -- -------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO -- -------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER The securities covered by this Schedule 13D are shares of common stock, $.01 par value (the "Common Stock"), of US Industrial Services, Inc., a Delaware corporation (the Company ). The Company s principal executive offices are located at 54 Stiles Road, Salem, New Hampshire 03079. ITEM 2. IDENTITY AND BACKGROUND (a) and (b) This statement on Schedule 13D is being filed by USIS Acquisition, LLC, a Delaware limited liability company ("USIS"). The principal business of USIS is managing its investment in the Company. The address of USIS is 8111 Preston Road, Suite 715, Dallas, Texas 75225. (c) The principal occupation of the sole manager of USIS, Albert V. Furman III, is Director and Chairman of the Investment Committee of Texas Heritage Bancorp of Round Rock, Texas. The sole member of USIS is Arctic Circle, Ltd., a BVI corporation ("Arctic Circle"). Mr. Furman is the sole officer and sole director of Arctic Circle, and none of Arctic Circle's shareholders have voting control. (d) During the past five years, neither USIS nor its sole member (Arctic Circle) or sole manager (Mr. Furman) has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the past five years, neither USIS nor its sole member (Arctic Circle) or sole manager (Mr. Furman) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of 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) The sole manager of USIS, Mr. Furman, is a U.S. citizen, while the sole member, Arctic Circle, is a BVI corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source and the amount of funds or other consideration used by USIS in making its purchase of the $17,900,000 convertible note of the Company (the "Convertible Note") from American Eco Corporation ("American Eco") was as follows: $5,000,000 was paid to American Eco on July 24, 1998 from the USIS working capital; $12,900,000 was provided in the form of a note to American Eco, bearing interest at 10%, payable on January 29, 1999 (the "Promissory Note"). The Promissory Note is secured by a Stock Pledge Agreement granting American Eco a security interest in all of the Company's Common Stock held by USIS (the "Collateral"). ITEM 4. PURPOSE OF TRANSACTION USIS was formed on July 2, 1998, for the purpose of acquiring a controlling interest in USIS. USIS acquired the Convertible Note with the intention of converting it into common shares of the Company. The conversion price was $3.38 per share, based upon 85% of the average five days' closing price prior to the conversion date. Upon the conversion, which occurred on July 27, 1998, USIS acquired 5,295,858 shares of the Company's Common Stock. Mr. Furman became Chairman and CEO of USIS on August 4, 1998, replacing Frank Fradella, who had resigned on July 21, 1998. Also, Mr. C. Thomas Mulligan was appointed Vice President, CFO, Secretary and General Counsel on August 4, 1998. USIS currently has no plans to acquire additional equity in the Company or to engage in any transactions described in Paragraphs (b) through (i) of this Item. Any decision by USIS in the future to acquire or dispose of equity in the Company or to take any other actions with respect to the Company or its securities will depend upon several factors, including the prospects of the Company, general market and economic conditions, and other factors deemed relevant. ITEM 5. INTEREST IN SECURITIES (a) Upon conversion of the Convertible Note, which occurred on July 27, 1998, USIS acquired 5,295,858 shares of the Company s Common Stock, which represented 60.4% of the then outstanding shares of Common Stock. (b) Number of shares as to which USIS has: sole power to vote or direct the vote: 5,295,858 shared power to vote or direct the vote: 0 sole power to dispose or direct the disposition: 5,295,858 shared power to dispose or direct the disposition: 0 (c) Other than the acquisition of the Convertible Note on July 24, 1998, and subsequent conversion of the Convertible Note on July 27, 1998, neither USIS nor its sole manager or sole member has engaged in any transactions in the Common Stock within the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Stock Pledge Agreement, USIS pledged the Collateral to American Eco to secure the due and punctual payment and other performance of USIS's obligations under the Promissory Note (the "Obligations"). Upon the occurrence of an event of default under the Stock Pledge Agreement, American Eco would have certain rights with respect to the Collateral including the right to exercise creditor's remedies generally as well as the right to transfer the Collateral into American Eco's name or that of its nominee and the right to foreclose upon and sell the Collateral at a public or private sale at which American Eco may purchase the Collateral. Upon the occurrence of an Event of Default, American Eco may, at its option, exercise all voting rights pertaining to the Collateral, including the right to take shareholder action by written consent, until the termination of the Stock Pledge Agreement according to its terms. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter Agreement between American Eco and USIS, dated July 24, 1998. 2. Secured Promissory Note from USIS as Maker to American Eco as Holder, dated July 24, 1998. 3. Stock Pledge Agreement between American Eco and USIS, dated July 24, 1998. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. USIS ACQUISITION, LLC Date: August 5, 1998 By: /s/ Albert V. Furman III ------------------------ Albert V. Furman III Manager EXHIBIT INDEX Exhibit Description ------- ----------- 1. Letter Agreement between American Eco and USIS, dated July 24, 1998. 2. Secured Promissory Note from USIS as Maker to American Eco as Holder, dated July 24, 1998. 3. Stock Pledge Agreement between American Eco and USIS, dated July 24, 1998. EX-99 2 EXHIBIT 1 LETTER AGREEMENT USIS ACQUISITION, LLC July 24, 1998 American Eco Corporation 11011 Jones Road Houston, Texas 77070 Attn: Michael E. McGinnis, Chairman Gentlemen: This letter sets forth the terms and conditions of the agreement relating to the purchase by the undersigned (the "Buyer") from you, American Eco Corporation, an Ontario corporation (the "Seller"), of certain promissory notes (the "Notes") of U S Industrial Services, Inc., a Delaware corporation (the "Company"), issued to the Seller consisting of an aggregate principal and interest in the amount of $17,900,000 as of July 24, 1998. The Notes consist of the total of a Promissory Note, dated March 1, 1996, from EIF Holdings, Inc., a Hawaii corporation ("EIF"), as Maker, to the Seller, as Payee, as amended by a Renewal, Extension and Modification of the Revolving Line of Credit Note, dated July 31, 1997, a Second Amendment to the Revolving Line of Credit Note, dated September 30, 1997, and a Third Amendment to the Revolving Line of Credit Note, dated February 18, 1998. Effective June 22, 1998, EIF completed a recapitalization and reincorporation (collectively, the "Reincorporation"), whereby the surviving company (or successor registrant) is the Company. Upon the Reincorporation the Company succeeded to all the business, properties, assets and liabilities of EIF. 1. Subject to the terms and conditions herein, the Buyer is purchasing from the Seller, and the Seller is selling and assigning to the Buyer, the Notes for $17,900,000 (the "Purchase Price"). Upon execution and delivery of this Letter Agreement by the Seller to the Buyer, the Buyer shall pay the Purchase Price by delivering to the Seller (i) $5,000,000 by wire transfer to an account designated by the Seller and (ii) a promissory note, in the form attached hereto as Exhibit A (the --------- "Promissory Note"), in the principal amount of $12,900,000 payable to the order of the Seller. The Promissory Note shall bear interest at a rate of 10% per annum and all interest shall accrue and be payable upon maturity which shall be on January 29, 1999 and shall be secured by shares of the Company pursuant to a Stock Pledge Agreement in the form attached hereto as Exhibit B. --------- 2. The Buyer represents, warrants and covenants to the Seller that: 2.1 The Buyer has the full corporate power and authority to enter into this Letter Agreement, to purchase the Indebtedness, and to issue the Promissory Note and to execute and deliver the Pledge Agreement, and that the Buyer's execution, delivery and performance under this Letter Agreement, the Promissory Note and the Pledge Agreement (collectively, the "Purchase Documents") has been duly authorized by all necessary action. 2.2 The Buyer has duly executed and delivered the Purchase Documents and each constitutes a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms. 2.3 The Buyer is not, on the date hereof, nor will be as a result of the transactions contemplated by this Letter Agreement, insolvent, as such term is defined under Title 11 of the United States Code or any similar state statute. 2.4 The Buyer has provided the unaudited balance sheet as at July 16, 1998 (the "Balance Sheet"). The Balance Sheet has been prepared according to generally accepted accounting principles and accurately sets forth the assets and liabilities (contingent or otherwise) as of the date thereof. No event has occurred since the date of the Balance Sheet which would adversely affect the financial condition of the Buyer. 2.5 The Buyer is fully familiar with and aware of the current business and affairs of the Company and it has had the opportunity to discuss the Company's operations and financial condition and prospects with management of the Company. The Buyer acknowledges that the Seller has not made any representations (written or oral) to it regarding the Company. 2.6 The Buyer acknowledges that the sale and assignment of the Notes to it is without recourse to the Seller, and that it fully understands the risks entailed in such an investment and inherent in the transactions contemplated by this Letter Agreement. 3. The Seller represents and warrants to the Buyer that: 3.1 The Seller is the sole beneficial and record owner of the Notes, free and clear of any lien, encumbrance and/or security interest of any kind or nature whatsoever, except any restrictions by reason of the Securities Act of 1933, as amended. 3.2 The Seller has the full corporate power and authority to enter into this Letter Agreement and to sell the Notes, and that the Seller's execution, delivery and performance under this Letter Agreement has been duly authorized by all necessary action. 4. This Letter Agreement sets forth the entire agreement between the parties hereto as to the subject matter herein, and cannot be amended, modified or terminated except by an agreement in writing executed by the parties hereto. In the event any provision of this Letter Agreement is invalid, illegal or unenforceable, the remainder of hereof shall be construed without taking into effect such invalid, illegal or unenforceable provision. This letter shall be governed by the laws of the State of Texas. Please signify your agreement to the foregoing by executing and returning the duplicative original of this letter. You may retain the original for your files. Very truly yours, USIS ACQUISITION, LLC a Delaware limited liability company By: /s/ Albert V. Furman, III -------------------------- Albert V. Furman, III Manager Agreed to this 24th day of July, 1998 AMERICAN ECO CORPORATION By: /s/ Michael E. McGinnis ------------------------------ Michael E. McGinnis Chairman Consented to this 24th day of July, 1998 U S INDUSTRIAL SERVICES, INC. By: /s/ Michael Chakos ------------------------------ Michael Chakos President/Chief Operating Officer EX-99 3 EXHIBIT 2 SECURED PROMISSORY NOTE SECURED PROMISSORY NOTE ----------------------- $12,900,000. July 24, 1998 FOR VALUE RECEIVED, USIS ACQUISITION, LLC, a Delaware limited liability company ("Maker"), with a place of business at ----- 8111 Preston Road, Ste. 715, Dallas, TX 75225, hereby promises to pay to the order of AMERICAN ECO CORPORATION, an Ontario corporation ("Holder"), at 11011 Jones Road, Houston, Texas ------ 77070, or such other place as Holder may designate in writing (the "Payment Location"), the principal sum of TWELVE MILLION ---------------- NINE HUNDRED THOUSAND DOLLARS ($12,900,000) on January 29, 1999 (the "Maturity Date"). The outstanding principal amount of this ------------- Note shall bear interest at a rate of ten (10%) percent per annum, payable on the Maturity Date, except upon a prepayment as provided for in Section 2 herein. This Note is issued in payment of a portion of the purchase price for the purchase by Maker from American Eco Corporation of certain promissory notes of U S Industrial Services, Inc., a Delaware corporation ("US Industrial"), pursuant to a Letter Agreement, dated July 24, 1998, between Holder and Maker (the "Letter Agreement"). 1. Security. To secure the obligations of Maker --------- under this Note, Maker is granting to Holder a security interest in certain shares of Common Stock of US Industrial owned by Maker, pursuant to a Stock Pledge Agreement, dated the date hereof (the "Pledge Agreement"). 2. Prepayment. Maker may, at its option, upon five ----------- (5) days' prior written notice to Holder, prepay this Note in whole at any time or in part from time to time, without penalty or premium, with any such payment being applied first against any accrued but unpaid interest and then against the outstanding principal amount of this Note. 3. Covenants. Maker agrees that until such time as ---------- this Note has been paid in full, Make shall comply with the following covenants: 3.1 Corporate Existence. Maker shall do or cause -------------------- to be done all things necessary to preserve and keep in full force and effect its existence as a limited liability company; provided however, that Maker may, without the prior written consent of Holder, merge with, consolidate with, sell substantially all of its assets to or combine with any other company, provided that the net worth of the surviving entity is at least equal to the net worth of Maker immediately prior to such event, and provided further that the surviving entity is a corporation or a limited liability company organized under the laws of a state of the United States of America, and such surviving entity assumes in writing Maker's obligation under this Note, which assumption must be acceptable to Holder. 3.2 Obligations. Maker shall pay and discharge ------------ promptly, or cause to be paid and discharged promptly, when due and payable, all taxes, assessments and governmental charges imposed upon it, as well as all claims of any kind which are material to Maker and which, if unpaid, might by law become a lien or charge upon its assets. 3.3 Financial Reports. Within 30 days after the ------------------ close of each fiscal quarter of Maker commencing with the fiscal quarter ended June 30, 1998, Maker shall deliver to Holder an unaudited balance sheet of Maker as of the end of such period and related statements of cash flow and operations, together with notes thereto prepared in accordance with generally accepted accounting principles consistently applied, subject to normal year-end adjustments. 3.4 Accounting System. Maker shall maintain a ------------------ system of accounting, and keep such books, records and accounts, as may be required or necessary to permit the preparation of true and complete financial statements in accordance with generally accepted accounting principles. 3.5 Access. Maker shall permit representatives ------- of Holder from time to time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect any properties of Maker, to inspect and make copies from the books and records of Maker, and to discuss with the principal officers or managers of Maker, and its accountants, the business, assets, liabilities, results of operations and business prospects of Maker. 3.6 Other Agreements. Maker shall not enter into ----------------- any agreement, indenture or other instrument which contains any provision restricting the payment of principal or interest on this Note when due, to the full extent required by and in accordance with the provisions of this Note. 3.7 No Dividends or Distributions. Maker shall ------------------------------ not declare or pay any dividend or distribution to its members or stockholders nor shall Maker repurchase, retire or redeem any interest in its capital or capital stock. Maker shall not make loans to or enter into any transaction with its members or stockholders, or their affiliates, or pay salaries or other compensation to any such person except in amounts which would be paid to an unrelated third party for similar services. 4. Default. -------- 4.1 Events of Default. Unless specifically ------------------ waived in writing by Holder, the existence of any of the following conditions or the occurrence of any of the following events, if not cured or waived after notice as provided for in this Section 4.1, shall entitle Holder to declare this Note in default, and Maker shall be in default with respect to the unpaid balance of the principal amount and any accrued interest thereon if: (a) the principal amount and all accrued and unpaid interest is not paid in full on the Maturity Date or upon prepayment in immediately available funds; (b) Maker breaches any term of or representation contained in this Note, the Letter Agreement or the Pledge Agreement, or Maker fails to observe or perform any covenant contained in this Note, which breach shall continue uncured for more than 15 days after notice thereof is given by Holder; (c) at any time after the date hereof a case or proceeding shall have been commenced against Maker in a court having competent jurisdiction seeking a decree or order in respect of Maker (i) under Title 11 of the United States Code, as now constituted or hereafter amended (the "Bankruptcy Code"), or any other --------------- applicable Federal, state or foreign bankruptcy or other similar law or (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of any of Maker's assets, and such case or proceeding shall not be discharged or dismissed within 30 days of commencement thereof; (d) at any time after the date hereof, Maker shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or other similar law and (ii) consent to the institution of proceedings thereunder or to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Maker's assets; (e) the acceleration of the maturity of any other indebtedness of Maker by reason of a default thereunder; or (f) the entry of a judgment or order against Maker or any of its properties which has not been bonded or execution stayed within 30 days of entry thereof. (each of (a) through (f) above being referred to hereinafter as an "Event of Default"). ---------------- 4.2 Acceleration. Upon the occurrence of any ------------- Event of Default, the outstanding principal amount shall become immediately due and payable, and Maker shall pay promptly at the Payment Location (x) the Principal Amount in immediately available funds and (y) accrued and unpaid interest on the Principal Amount, which interest shall accrue daily at a rate of ten percent (10%) per annum, in like money and funds until the Principal Amount is paid in full. 4.3 Remedies. Upon the occurrence of any Event --------- of Default which shall be continuing, Holder may proceed to protect and enforce its rights by suit in equity or by action at law, whether for specific performance of any covenant or provision contained in this Note or in the Pledge Agreement, or proceed to enforce payment of this Note or to enforce any other legal or equitable right of Holder. 4.4 Collection Costs. Maker shall bear all ----------------- collection costs (including reasonable attorneys' fees and disbursements) as may be incurred by Holder in enforcement of its rights hereunder. 5. Waivers, Etc. ------------- 5.1 By Maker. Maker hereby waives, to the --------- fullest extent permitted by law, presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or other indulgence. 5.2 Trial by Jury. MAKER FURTHER WAIVES TRIAL BY -------------- JURY IN ANY ACTION AND/OR PROCEEDING ARISING ON, OUT OF OR BY REASON OF THIS NOTE, AND WAIVES ALL RIGHTS OF SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS OR CROSS-CLAIMS IN CONNECTION THEREWITH. 5.3 No Implied Waiver. Holder shall not, by any ------------------ act, delay or omission or otherwise, be deemed to have waived any of its rights or remedies in this Note unless such waiver be in writing and signed by Holder. A waiver on any occasion shall not be construed as a bar to or waiver of any such right or remedy on any future occasion. 5.4 Jurisdiction. Maker hereby irrevocably ------------- consents that any legal action or proceeding against it arising out of or in any way connected with this Note may be instituted in any state court or United States Federal court located in Harris County, State of Texas, and Maker hereby submits to the jurisdiction of such courts. Maker further irrevocably consents to the service of process in any such action or proceeding by the mailing of copies of such service by registered or certified mail, postage prepaid, return receipt requested, to the Maker. The foregoing, however, should not limit the right of Holder to serve process in any other manner permitted by law or to commence any legal action or proceeding or to obtain execution of judgment in any appropriate jurisdiction. 6. Miscellaneous. -------------- 6.1 Amendment. This Note may not be waived, ---------- changed, modified or discharged except by an agreement in writing signed by Maker and Holder. thereof. 6.2 Binding. This Note and every obligation, -------- covenant and agreement herein contained or referenced shall be binding upon Maker, its successors and assigns and inure to the benefit of Holder and its successors and assigns. 6.3 Entire Agreement. This Note sets forth the ----------------- entire agreement between Maker and Holder with respect to the subject matter contained herein. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of all other terms and provisions hereof shall in no way be affected thereby. 6.4 Captions. The Section headings have been --------- inserted for convenience only and shall be deemed to limit or otherwise affect the construction of any provisions herein. 6.5 Governing Law. This Note shall be governed -------------- by, and construed in accordance with, the law of the State of Texas, without regard to choice of law principles. IN WITNESS WHEREOF, Maker has executed this Note on the day and year first above written. USIS ACQUISITION, LLC By: ------------------------- EX-99 4 EXHIBIT 3 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT ---------------------- AGREEMENT dated as of the 24th day of July, 1998, by and between USIS ACQUISITION, LLC, a Delaware limited liability company ("Pledgor"), and AMERICAN ECO CORPORATION, an Ontario corporation ("Pledgee"). R E C I T A L S - - - - - - - - A. Pledgor has entered into a Letter Agreement with Pledgee dated as of the date hereof (the "Letter Agreement") with respect to the purchase by Pledgor of certain promissory notes ("US Industrial Notes") of U S Industrial Services, Inc., a Delaware corporation ("US Industrial"). B. Pledgor has executed and delivered a Secured Promissory Note payable to the order of Pledgee dated as of the date hereof in the principal amount of $12,900,000 (the "Pledgor Note") in partial payment for the purchase by Pledgor from Pledgee of US Industrial Notes. C. As a material inducement to Pledgee to accept the Pledgor Note, Pledgor has agreed to pledge to Pledgee, and to grant Pledgee a security interest in, certain collateral, as described herein. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Pledgee hereby agree as follows: 1. Grant of Security Interest. As collateral security for -------------------------- Pledgor's due and punctual performance of the Obligations (as hereinafter defined), Pledgor hereby pledges and delivers to Pledgee the Collateral (as hereinafter defined), and grants, assigns, transfers and conveys to Pledgee a continuing security interest in the Collateral. 2. Obligations. This Agreement, and Pledgor's grant to ----------- Pledgee of a security interest in the Collateral, is made to secure the due and punctual payment and other performance of Pledgor's obligations under the Pledgor Note, including all amendments, modifications, renewals, extensions or replacements hereof or thereof (collectively, the "Obligations"). 3. Collateral. As used herein, the term "Collateral" ---------- shall mean 3.1. 5,295,858 shares of common stock, $.01 par value (the "Shares"), of US Industrial owned by Pledgor and certificates representing the Shares and such additional property at any time and from time to time receivable by Pledgee hereunder or otherwise distributed in respect of or in exchange for any or all of such Shares; 3.2. all additional shares of stock of US Industrial from time to time acquired by Pledgor in any manner, and the certificates representing such additional shares, and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and 3.3. the property and interests described in Section 4; together with any and all products and proceeds of any of the foregoing in whatever form. 4. Collateral Adjustments. If, during the term of this ---------------------- Agreement, 4.1. any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of US Industrial, or 4.2. any subscription warrant(s) or any other right(s) or option(s) shall be issued in connection with the Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be immediately delivered to and held by Pledgee under the terms of this Agreement and shall constitute the Collateral hereunder; provided, however, that Pledgor's failure to so deliver such property to Pledgee shall in no way affect the security interest granted therein as hereinabove provided. 5. Subsequent Changes Affecting Collateral. Pledgor --------------------------------------- represents and warrants that it has made its own arrangements for keeping itself informed of changes and potential changes affecting the Collateral (including, but not limited to, rights to convert, rights to subscribe, payments of dividends, reorganization and other exchanges, tender offers and voting rights), and Pledgor agrees that Pledgee shall not have any obligation to inform Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. Pledgee may, after the occurrence of an Event of Default, without notice and at its option, transfer or register the Collateral or any part thereof into its or its nominee's name with and without any indication that such Collateral is subject to the security interest hereunder. 6. Delivery of Collateral. Concurrently with the ---------------------- execution and delivery of this Agreement, Pledgor shall deliver to Pledgee, in form and substance satisfactory to Pledgee certificates representing the Collateral, together with duly executed blank stock powers, with a Medallion signature guarantee, transferring same. 7. Representations and Warranties. Pledgor represents and ------------------------------ warrants to Pledgee as follows: 7.1. Organization. Pledgor is a limited liability ------------ company duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own or lease its properties, to carry on its business and to execute, deliver and perform its obligations under this Agreement. 7.2. Corporate Action. All corporate action ---------------- required to be taken by Pledgor in connection with the execution, delivery and performance of this Agreement, and the agreements, instruments and transactions contemplated hereby and thereby, has been duly taken. 7.3. No Conflicts. Neither the execution and ------------ delivery of this Agreement or any of the agreements or instruments contemplated hereby, nor the performance of any of Pledgor's obligations hereunder or thereunder, will: (a) violate or conflict with Pledgor's Operating Agreement, as amended to date or any agreement, commitment, indenture, contract or other obligation or restriction affecting Pledgor; (b) conflict with, result in a breach of, constitute (with notice, lapse of time or both) a default under, or result in the creation or imposition of any lien, charge, security interest or other encumbrance upon any of Pledgor's property pursuant to the terms of, any agreement or instrument to which Pledgor is a party, by which it is bound or to which any of its properties is subject; or (c) violate any provision of any law, or any rule, regulation, order, judgment or decree of any court, governmental agency or body or arbitration panel to which Pledgor or any of its properties is subject. 7.4. Enforceability. This Agreement, and each of -------------- the agreements and instruments contemplated hereby executed by Pledgor, is a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity that may, among other things, limit the availability of specific performance, injunctive relief or other equitable remedies. Pledgor's obligations under this Agreement and each of the agreements and instruments contemplated hereby are not subject to any defense, counterclaim or offset of any kind whatsoever. 7.5. Ownership of Collateral. Pledgor is the ----------------------- record and beneficial owner of the Collateral free and clear of all liens, claims, encumbrances, security interests or equities, other than the security interest created hereby and restrictions on resale imposed under the Securities Act of 1933, as amended. 7.6. Perfection. This Agreement and the delivery ---------- of the Collateral to Pledgee creates in Pledgee a fully perfected security interest in the Collateral. 8. Covenants and Agreements of Pledgor. Pledgor covenants ----------------------------------- and agrees with Pledgee that from the date hereof and until payment and satisfaction in full of each and all of the Obligations, unless Pledgee shall otherwise consent in writing, Pledgor will: 8.1. Duly observe and perform each and every term and condition of the Letter Agreement, the Pledgor Note and any and all other agreements, instruments and documents relating to the Collateral, and diligently protect and enforce its rights under all such agreements; 8.2. Not sell, lease, assign, transfer, convey, pledge, hypothecate, mortgage or further encumber any of the Collateral, except in the manner as expressly provided for in the Pledgor Note; 8.3. Promptly pay or otherwise cause to be discharged any lien, charge, security interest or other encumbrance that may attach to the Collateral, or any portion thereof, other than pursuant to this Agreement; 8.4. Defend the Collateral against all claims, liens, security interests, demands and other encumbrances of third parties at any time claiming an interest in the Collateral that is adverse to Pledgee's interest in the Collateral hereunder; and 8.5. Execute and deliver to Pledgee any and all further agreements, instruments, or documents and take any and all such further action as Pledgee, in its sole discretion, may deem necessary or advisable in order to evidence, effectuate, perfect, protect, maintain, or realize upon Pledgee's security interest in the Collateral or the priority thereof. 9. Voting Rights. During the term of this Agreement, and ------------- except as provided in the following sentence of this Section, Pledgor shall have the right to vote the Collateral on all corporate questions in a manner not inconsistent with the terms of this Agreement, the Letter Agreement, the Pledgor Note and any other agreement, instrument or document executed pursuant thereto or in connection therewith. After the occurrence of an Event of Default, Pledgee may, at Pledgee's option and following written notice from Pledgee to Pledgor, exercise all voting rights pertaining to the Collateral, including the right to take shareholder action by written consent, and Pledgor hereby irrevocably constitutes and appoints Pledgee as Pledgor's proxy and attorney-in-fact, with full power of substitution, to do so. This proxy shall be irrevocable and shall continue until the termination of this Agreement in accordance with Section 13. 10. Dividends and Other Distributions. --------------------------------- 10.1. Until the occurrence of an Event of Default, (i) subject to Section 4 hereof, Pledgor shall be entitled to receive and retain all dividends and interest paid in respect of the Collateral; and (ii) Pledgee shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to receive the dividends or interest payments which it is authorized to receive and retain pursuant to clause (i) of this Subsection. 10.2. After the occurrence of an Event of Default, (i) all rights of Pledgor to receive dividends and interest payments in respect of the Collateral shall cease, and all such rights shall thereupon become vested in Pledgee, for the benefit of Pledgee, which shall thereupon have the sole right to receive and hold as Collateral such dividends and interest payments; and (ii) all dividends and interest payments which are received by Pledgor contrary to the provisions of clause (i) of this Subsection shall be received in trust for Pledgee, shall be segregated from other funds of Pledgor and shall be paid over immediately to Pledgee as Collateral in the same form as so received (with any necessary indorsements). 11. Events of Default. Unless specifically waived in ----------------- writing by Pledgee, the existence of any of the following conditions or the occurrence of any of the following events, shall constitute an "Event of Default" hereunder: 11.1. Failure to make prompt and punctual payment or performance when due of any of the Obligations; 11.2. Any representation or warranty in this Agreement, the Letter Agreement, the Pledgor Note, or in any of the agreements of instruments contemplated hereby, proves materially false or misleading in any way; 11.3. Failure to observe or perform any covenant in this Agreement, the Pledgor Note or under any of the agreements or instruments contemplated hereby, if such breach is not cured within fifteen (15) days after notice thereof is given by Pledgee; 11.4. At any time after the date hereof a case or proceeding shall have been commenced against Pledgor in a court having competent jurisdiction seeking a decree or order in respect of Pledgor (i) under Title 11 of the United States Code, as now constituted or hereafter amended (the "Bankruptcy Code"), --------------- or any other applicable Federal, state or foreign bankruptcy or other similar law or (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of any of Pledgor's assets, and such case or proceeding shall not be discharged or dismissed within 30 days of commencement thereof; 11.5. At any time after the date hereof, Pledgor shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or other similar law and (ii) consent to the institution of proceedings thereunder or to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Pledgor's assets; 11.6. Acceleration of the maturity of any other indebtedness of Pledgee by reason of a default thereunder; or 11.7. Entry of a judgment or order against Pledgor or any of its properties which has not been bonded or execution stayed within 30 days of entry thereof. 12. Pledgee's Remedies. If an Event of Default occurs ------------------ hereunder, then, Pledgee may, at its option, but is not required to, do any one or more of the following without demand or notice to Pledgor: 12.1. Declare all of the Obligations immediately due and payable in full, notwithstanding the terms of any other writing or evidence of debt; 12.2. Transfer the Collateral into Pledgee's name or that of its nominee; 12.3. From time to time, proceed with the foreclosure of Pledgee's security interest and sale of the Collateral, or any portion of it, in any manner permitted by law or provided for herein. With respect to the Collateral or any part thereof which shall then be in or shall thereafter come into possession or custody of Pledgee or which Pledgee shall otherwise have the ability to transfer under applicable law, Pledgee may, in its sole discretion, without notice, after the occurrence of an Event of Default, sell or cause the same to be sold at any exchange, broker's board or at public or private sale, in one or more sales or lots, at such price as Pledgee may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Pledgee may, in its own name or in the name of a designee or nominee, buy the Collateral at any public sale and, if permitted by applicable law, buy the Collateral at any private sale. Pledgor shall remain liable for any deficiency following the sale of the Collateral or any other realization upon the Collateral; or 12.4. Exercise any and all of the rights and remedies available to a secured party under the Uniform Commercial Code in effect at the time in the State of Texas or as otherwise provided by law. 13. Term. This Agreement shall remain in full force and ---- effect until the Obligations have been fully and indefeasibly paid and satisfied. Upon the termination of this Agreement as provided above (other than as a result of the sale of the Collateral), Pledgee will release the security interest created hereunder and will deliver the Collateral to Pledgor. 14. Notices. Any notice, request, demand or other ------- communication give pursuant to the terms of this Agreement shall be deemed given upon delivery, if hand delivered, upon receipt of telecopy or telex if telecopied or telexed, or two (2) business days after deposit in the United States mail, postage prepaid, correctly addressed to the addresses of the parties indicated below or at such other address as such party, in writing, shall have advised the other parties hereto: To Pledgor: USIS Acquisition, LLC 8111 Preston Road Suite 715 Dallas, TX 75225 Fax No. 214-891-9733 To Pledgee: American Eco Corporation 11011 Jones Road Houston, Texas 77070 Fax No. 281-774-7001 Attention: Michael E. McGinnis, Chairman 15. Governing Law. This Agreement shall be governed by, and ------------- construed and enforced in accordance with, the laws of the State of Texas, without regard to choice of law principles. 16. Modifications and Waivers. No modification, amendment or ------------------------- waiver of any provision of this Agreement, nor consent to any departure of Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by Pledgee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 17. Successors and Assigns. This Agreement shall be binding ---------------------- upon Pledgor, its successors and assigns and inure to the benefit of Pledgee and its successors and assigns. 18. Integration. This Agreement, together with the Letter ----------- Agreement, the Pledgor Note and any other security documents executed in connection herewith, expresses the entire agreement and understanding of the parties hereto and their respective affiliates with respect to the matters set forth herein and supersedes all prior agreements, arrangements and understandings among the parties hereto and their respective affiliates with respect to the matters set forth herein. In the event of a conflict between the terms of this Agreement and the Pledgor Note, the terms of the Pledgor Note shall govern. 19. Severability. In case any one or more of the provisions ------------ contained in this Agreement should be determined by a court of law to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. PLEDGOR: USIS ACQUISITION LLC, a Delaware limited liability company By: /s/ Albert V. Furman, III ---------------------------------- Albert V. Furman, III Manager PLEDGEE: AMERICAN ECO, an Ontario corporation By: /s/ Michael E. McGinnis ------------------------------------- Michael E. McGinnis Chairman -----END PRIVACY-ENHANCED MESSAGE-----