-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qBWkHx6qpZYMFacI2KqzfE/k5ztsAVEA7bRjzQfWgxTMNswiquoYpjr9WMs9W528 kdukYhcEowf6nIaeg0nMSA== 0000950131-95-000676.txt : 19950616 0000950131-95-000676.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950131-95-000676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950322 SROS: AMEX GROUP MEMBERS: ALLEN & CO INC/ALLEN HOLDING INC GROUP MEMBERS: ALLEN HOLDING INC. GROUP MEMBERS: PAUL A. GOULD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE RECYCLING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000051519 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 161352980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31651 FILM NUMBER: 95522257 BUSINESS ADDRESS: STREET 1: 300 PLAZA DR CITY: VESTAL STATE: NY ZIP: 13850 BUSINESS PHONE: 6077987137 MAIL ADDRESS: STREET 1: 300 PLAZA DRIVE CITY: VESTAL STATE: NY ZIP: 13850 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE RECOVERY TECHNOLOGIES INC DATE OF NAME CHANGE: 19881205 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL SEAWAY TRADING CORP DATE OF NAME CHANGE: 19880609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN & CO INC/ALLEN HOLDING INC CENTRAL INDEX KEY: 0000904807 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) RESOURCE RECYCLING TECHNOLOGIES, INC. --------------------------------------------- (Name of Issuer) COMMON STOCK, $1.00 Par Value ------------------------------------ (Title of Class of Securities) 760930-10-7 --------------------------- (CUSIP Number) ALLEN & COMPANY INCORPORATED 711 Fifth Avenue, New York 10022 Telephone: (212) 832-8000, Attention: Steven J. Greenfield ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 1995 ------------------------------------- (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 13-d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the 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.) 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 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). Page 1 of 24 Pages SCHEDULE 13D - ----------------------- ----------------------- CUSIP NO. 760930-10-7 PAGE 2 OF 24 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON-- 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen & Company Incorporated 13-6176976 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 664,806 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 664,806 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 664,806 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO, BD - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) SCHEDULE 13D - ----------------------- ----------------------- CUSIP NO. 760930-10-7 PAGE 3 OF 24 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON-- 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen Holding Inc. 13-3311050 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 664,806 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) SCHEDULE 13D - ----------------------- ----------------------- CUSIP NO. 760930-10-7 PAGE 4 OF 24 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON-- 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul A. Gould - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 150,000 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 150,000 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 150,000 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.6% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) 50091 Page 5 of 24 Pages AMENDMENT NO. 2 TO SCHEDULE 13D The Reporting Persons, consisting of Allen & Company Incorporated ("ACI"), Allen Holding Inc. ("AHI") and Paul A. Gould ("P. Gould" and together with ACI, the "Holders"), hereby amend their Schedule 13D relating to the Common Stock, par value of $1.00 (the "Common Stock"), of Resource Recycling Technologies, Inc. (the "Issuer") as set forth herein. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the terms of a Stock Tender Agreement, dated as of March 17, 1995, among Waste Management, Inc. ("Buyer"), WMI Acquisition Sub, Inc., a wholly-owned subsidiary of Buyer ("Sub"), and ACI and a Stock Tender Agreement, dated as of March 17, 1995 (collectively, the "Tender Agreements"), among Buyer, Sub and P. Gould, the Holders have agreed to tender the shares of Common Stock of the Issuer (the "Shares") owned by the Holders in the cash tender offer of Sub to purchase any and all of the issued and outstanding shares of Common Stock of the Issuer at a purchase price of $11.50 per share (the "Offer"). The Tender Agreements are attached hereto as Exhibits C and D and incorporated herein by this reference. The Issuer, Buyer, and the Sub have entered into an Agreement and Plan of Merger, dated March 17, 1995 (the "Acquisition Agreement"), which provides, among other things, that Sub shall commence the Offer and that Sub shall merge with and into the Issuer, subject to the conditions set forth therein. The Holders have agreed not to withdraw their tender of the Shares in the Offer; provided; however, that the Holders may decline to tender or withdraw any and all Shares tendered if (A) the amount or form of consideration to be paid by Sub for such Shares is less than cash in the amount of $11.50 per Share, (B) the Acquisition Agreement is terminated or (C) the board of directors of the Issuer has withdrawn its recommendation for the Offer, provided that if such withdrawal of a recommendation occurs and the Issuer's board subsequently recommends an offer by Sub or an affiliate of Sub for a consideration per Share greater than $11.50 per Share, the Holders agree to re-tender any Shares they have withdrawn. In addition, for so long as the Issuer's board of directors has not withdrawn its recommendation for the Offer, the Holders have agreed, among other things, not to dispose of, or grant any proxies with respect to, the Shares or to solicit parties other than Sub to acquire any Common Page 6 of 24 Pages Stock or a material portion of the assets or business of the Issuer. ITEM 7. MATERIAL FILED AS EXHIBITS Exhibit A: Officers and Directors of Allen & Company Incorporated. Exhibit B: Officers and Directors of Allen Holding Inc. Exhibit C: Stock Tender Agreement, dated as of March 17, 1995, among Waste Management, Inc., WMI Acquisition Sub, Inc. and Allen & Company Incorporated. Exhibit D: Stock Tender Agreement, dated as of March 17, 1995, among Waste Management, Inc., WMI Acquisition Sub, Inc. and Paul A. Gould. Page 7 of 24 Pages After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: March 21, 1995 ALLEN & COMPANY INCORPORATED ALLEN HOLDING INC. By: /s/ Steven J. Greenfield By: /s/ Steven J. Greenfield -------------------------- -------------------------- Steven J. Greenfield Steven J. Greenfield Vice President Vice President /s/ Paul A. Gould --------------------------- Paul A. Gould EX-99.A 2 OFFRS/DRTRS ALLEN & COMP Page 8 of 24 Pages EXHIBIT A OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
Principal Occupation (i.e., Position with Business Allen & Company Name** Address Incorporated) - ---------------------- ------------ -------------------- Herbert A. Allen * President, Managing Director, Director, Chief Executive Officer Herbert A. Allen III * Vice President-Elect, Director Grace Allen * Director Eran Ashany * Vice President, Director Samuel Baker * Vice President-Elect, Director Jonathan Bean * Vice President-Elect Robert Beers * Vice President-Elect Edmund M. Bleich * Vice President Denise Calvo * Vice President, Director Dominick Cantalupo * Vice President Marvyn Carton * Director Gaetano J. Casillo * Chief Operations Officer, Vice President Robert H. Cosgriff * Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. * Director Thalia V. Crooks * Vice President, (Greece) Director Mary Cullen * Vice President, Secretary, Director Thomas Dans * Vice President-Elect Orin F. Devereux * Vice President, Director Howard Felson * Vice President-Elect
Page 9 of 24 Pages OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
Principal Occupation (i.e., Position with Business Allen & Company Name** Address Incorporated - ---------------------------- ------------ ------------------------ Richard Fields * Executive Vice President-Elect, Managing Director, Director Paul A. Gould * Executive Vice President, Managing Director, Director Steven J. Greenfield * Chief Compliance Officer, Vice President, Treasurer John Hall * Vice President-Elect, Director Daniel P. Harley * Vice President-Elect William Harley * Vice President-Elect, Director John H. Josephson * Vice President, Director Donald R. Keough * Chairman of the Board, Director Clark R. Keough * Vice President-Elect, Director Dara Khosrowshahi * Vice President-Elect, Director Kaveh Khosrowshahi * Vice President-Elect, Director Neal Kopp * Vice President Irwin H. Kramer * Executive Vice President, Managing Director, Director Terry Allen Kramer * Director (also Theatrical Producer) Robert J. Kurz * Vice President P. Don Lattimer * Executive Vice President, Managing Director, Director William F. Leimkuhler * Vice President-Elect, Counsel Jeffrey Logan * Vice President Dan W. Lufkin * Director Ellen Lynch * Vice President-Elect
Page 10 of 24 Pages OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
Principal Occupation (i.e., Position with Business Allen & Company Name** Address Incorporated - ---------------------------- ------------ ------------------------ Laurence Lyons * Senior Vice President Robert Mackie * Executive Vice President, Managing Director, Director James Maiden * Vice President Raymond J. Martin * Vice President-Elect, Director Terence A. McCarthy * Vice President, Director Robert Miller * Vice President-Elect, Director Kim Morgan * Vice President-Elect, Director Brian Murphy * Vice President, Director Louis J. Mustacchio * Vice President-Elect Walter T. O'Hara, Jr. * Executive Vice President, Managing Director, Director Glenn A. Okun * Vice President, Director Patrick Pelly * Vice President-Elect, Director Pam Plager * Vice President-Elect, Director Eugene Protash * Vice President-Elect James W. Quinn * Chief Financial Officer, Vice President, Assistant Secretary, Director Philip Scaturro * Executive Vice President, Managing Director, Director John A. Schneider * Executive Vice President, Managing Director, Director Enrique F. Senior * Executive Vice (Cuba) President, Managing Director, Director
Page 11 of 24 Pages OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
Principal Occupation (i.e., Position with Business Allen & Company Name** Address Incorporated - ---------------------------- ------------ ------------------------ Stanley S. Shuman * Executive Vice President, Managing Director, Director John M. Simon * Executive Vice President, Managing Director, Director Dan Selmonosky * Vice President-Elect, Director Lauren Tyler * Vice President-Elect, Director Dennis Warfield * Vice President-Elect Edward D. Weinberger * Vice President, Director Harold M. Wit * Executive Vice President, Managing Director, Director Catherine Wittosch * Vice President-Elect
- ------------------------ * 711 Fifth Avenue, New York, New York 10022-3194. ** All the Executive Officers and Directors of Allen & Company Incorporated are U.S. citizens unless otherwise indicated. EX-99.B 3 OFFRS/DRTRS ALLEN HOLDING Page 12 of 24 Pages EXHIBIT B OFFICERS AND DIRECTORS OF ALLEN HOLDING INC.
Principal Occupation Business (i.e., Position with Name** Address Allen Holding Inc. - ------------------------- --------- ------------------------------- Herbert A. Allen * President, Managing Director, Director, Chief Executive Officer Herbert A. Allen III * Vice President-Elect, Director Grace Allen * Director Eran Ashany * Vice President, Director Samuel Baker * Vice President-Elect, Director Robert Beers * Vice President-Elect, Director Edmund M. Bleich * Vice President Denise Calvo * Vice President, Director Dominick Cantalupo * Vice President Marvyn Carton * Director Gaetano J. Casillo * Chief Operations Officer, Vice President Robert H. Cosgriff * Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. * Director Thalia V. Crooks * Vice President, Director (Greece) Mary Cullen * Vice President, Secretary, Director Thomas Dans * Vice President-Elect Orin F. Devereux * Vice President, Director Howard Felson * Vice President-Elect Richard Fields * Executive Vice President-Elect, Managing Director, Director Paul A. Gould * Executive Vice President, Managing Director, Director Steven J. Greenfield * Chief Compliance Officer, Vice President, Treasurer John Hall * Vice President-Elect, Director Daniel P. Harley * Vice President-Elect William Harley * Vice President-Elect, Director
Page 13 of 24 Pages OFFICERS AND DIRECTORS OF ALLEN HOLDING INC.
Principal Occupation Business (i.e., Position with Name** Address Allen Holding Inc. - ------------------------- --------- ------------------------------- John H. Josephson * Vice President, Director Donald R. Keough * Chairman of the Board, Director Clark R. Keough * Vice President-Elect, Director Kaveh Khosrowshahi * Vice President-Elect, Director Dara Khosrowshahi * Vice President-Elect, Director Neal Kopp * Vice President Irwin H. Kramer * Executive Vice President, Managing Director, Director Terry Allen Kramer * Director (also Theatrical Producer) Robert J. Kurz * Vice President P. Don Lattimer * Executive Vice President, Managing Director, Director William F. Leimkuhler * Vice President-Elect, Counsel Jeffrey Logan * Vice President Dan W. Lufkin * Director Ellen Lynch * Vice President Laurence Lyons * Senior Vice President Robert Mackie * Executive Vice President, Managing Director, Director James Maiden * Vice President Raymond J. Martin * Vice President-Elect, Director Terence A. McCarthy * Vice President, Director Robert Miller * Vice President-Elect, Director Kim Morgan * Vice President-Elect, Director Brian Murphy * Vice President, Director Louis J. Mustacchio * Vice President-Elect Walter T. O'Hara, Jr. * Executive Vice President, Managing Director, Director Glenn A. Okun * Vice President, Director Patrick Perry * Vice President-Elect, Director Pam Plager * Vice President-Elect, Director
Page 14 of 24 Pages OFFICERS AND DIRECTORS OF ALLEN HOLDING INC.
Principal Occupation Business (i.e., Position with Name** Address Allen Holding Inc. - ------------------------- --------- ------------------------------- Eugene Protash * Vice President-Elect James W. Quinn * Chief Financial Officer, Vice President, Assistant Secretary, Director Philip Scaturro * Executive Vice President, Managing Director, Director John A. Schneider * Executive Vice President, Managing Director, Director Enrique F. Senior * Executive Vice President, (Cuba) Managing Director, Director Stanley S. Shuman * Executive Vice President, Managing Director, Director John M. Simon * Executive Vice President, Managing Director, Director Dan Selmonosky * Vice President-Elect, Director Lauren Tyler * Vice President-Elect, Director Dennis Warfield * Vice President Edward D. Weinberger * Vice President, Director Harold M. Wit * Executive Vice President, Managing Director, Director
- ------------------------- * 711 Fifth Avenue, New York, New York 10022-3194. ** All the Executive Officers and Directors of Allen Holding Inc. are U.S. citizens unless otherwise indicated. EX-99.C 4 STOCK TENDER/ALLEN & CO. Exhibit C STOCK TENDER AGREEMENT STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among Allen & Company Incorporated, a New York corporation (the "Stockholder"), Waste Management, Inc., an Illinois corporation ("Parent") and WMI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Buyer"). WHEREAS, Buyer, and Resource Recycling Technologies, Inc., a Delaware corporation (the "Company") propose to enter into an Agreement and Plan of Merger dated the date hereof (the "Acquisition Agreement") which provides, among other things, that Buyer shall commence an all cash tender offer to purchase any and all shares of common stock of the Company at a purchase price of $11.50 per share (the "Offer", which term shall include any amendment thereof not in violation of the Acquisition Agreement), to purchase any and all of the issued and outstanding shares of Company's Common Stock, par value $1.00 per share ("Common Stock"), and shall merge Buyer with and into the Company (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Acquisition Agreement (any term used herein without definition shall have the definition ascribed thereto in the Acquisition Agreement); WHEREAS, as of the date hereof, the Stockholder beneficially owns 664,806 shares of Common Stock (the "Stockholder's Shares"); WHEREAS, as a condition to the willingness of the Company and Buyer to enter into the Acquisition Agreement, and as an inducement to them to do so, the Stockholder has agreed for the benefit of the Company and Buyer to tender the Stockholder's Shares, and any other shares of Common Stock at any time during the term of this Agreement held by Stockholder, in response to the Offer on the terms and conditions contained in this Agreement; and WHEREAS, the Board of Directors of the Company has approved the Acquisition Agreement, the Offer, the Merger and this Agreement. NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement the parties hereby agree as follows: ARTICLE 1 TENDER OFFER SECTION 1.1. Tender of Shares. (a) Within five (5) business days of the commencement by the Buyer of the Offer the Stockholder shall tender to the depositary (the "Depositary") designated in the Offer to Purchase (the "Offer to Purchase") distributed by the Buyer in connection with the Offer (i) a letter of transmittal with respect to the Stockholder's Shares and any other shares of Common Stock held by the Stockholder (such shares being referred to herein as the "Shares"), complying with the terms of the Offer to Purchase, together with instructions directing the Depositary to make payment for such Shares directly to the Stockholder (but if such Shares are not accepted for payment and are to be returned pursuant to the Offer to Purchase, to return such Shares to Stockholder), (ii) the certificates representing the Shares and/or (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). (b) The Stockholder will not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1.(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares if (A) the amount or form of consideration to be paid for such Shares is less than cash in the amount of $11.50 per Share, net to the Stockholder in cash, (B) the Acquisition Agreement is terminated, or (C) the Board of Directors of the Company has withdrawn its recommendation of the Offer pursuant to Section 6.1(c)(ii) of the Acquisition Agreement, provided that if such withdrawal of a recommendation occurs and the Board of Directors subsequently recommends an offer by Buyer or an affiliate of Buyer for a consideration per Share greater than $11.50 per Share, the Stockholder agrees to re-tender any Shares it has withdrawn, whereupon all the terms of this Agreement shall be revived and applicable to such Shares. SECTION 1.2. Additional Shares. Any Shares of Common Stock acquired by the Stockholder after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options or by means of purchase, distribution, dividend or otherwise, shall be immediately tendered by the Stockholder and shall constitute "Shares" subject to the terms of this Agreement. SECTION 1.3. No Purchase. Buyer may allow the Offer to expire without accepting for payment or paying for any Shares, as set forth in the Offer to Purchase, without purchasing all or any Shares pursuant thereto. If any Shares are not accepted for payment in accordance with the terms of the Offer to Purchase, they shall be returned to Stockholder, whereupon they shall continue to be held by Stockholder subject to the terms and conditions of this Agreement. SECTION 1.4. Restrictions. Except as contemplated by Section 1.1 hereof and so long as the Board of Directors of the Company has not withdrawn its recommendation of the Offer pursuant to Section 6.1(c)(ii) of the Acquisition Agreement, Stockholder shall not, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of Stockholder's Shares or any interest therein; (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) other than as may be permitted to the Company by Section 4.6 of the Acquisition Agreement, solicit, initiate or knowingly promote any party other than Buyer or an affiliate of Buyer to acquire or offer to acquire the Company, any of its Common Stock or a material portion of the assets or business of the Company or any of its subsidiaries. 2 ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER Stockholder represents, warrants and covenants to the Buyer that: SECTION 2.1. Ownership. The Stockholder is the sole, true, lawful and beneficial owner of the Stockholder's Shares with no restriction on voting rights or rights of disposition pertaining to the Shares, and does not currently beneficially own any other Shares. Stockholder will convey good and valid title to the Shares being purchased pursuant to the Offer or the Merger, as the case may be, free and clear of any and all claims, liens, charges, encumbrances and security interests. Except as contemplated hereby, none of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.2. Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) is within Stockholder's powers, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or the Securities Exchange Act of 1934), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Stockholder or to a loss of any benefit of Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on Stockholder or result in the imposition of any lien on any asset of Stockholder. SECTION 2.3. Binding Effect. This Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Buyer represents, warrants and covenants to Stockholder that: SECTION 3.1. Corporate Power and Authority. Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer and no other corporate action on the part of Buyer is necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby. 3 SECTION 3.2. Binding Effect. This Agreement has been duly executed and delivered by Buyer and is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. SECTION 3.3. Acquisition for Buyer's Account. Any Shares to be acquired upon consummation of the Offer will be acquired by Buyer for its own account and not with a view to the public distribution thereof and will not be transferred except in compliance with the Securities Act of 1933. ARTICLE 4 MISCELLANEOUS SECTION 4.1. Expenses. Each party will pay its own costs and expenses incurred in connection with this Agreement. SECTION 4.2. Additional Agreements. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements or restrictions of any kind to which such party is a party or by which such party is governed or bound, to consummate and make effective the transactions contemplated by this Agreement. SECTION 4.3. Notice. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to such party at its address set forth on the signature page hereto. SECTION 4.4. Amendments; Termination. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties thereto. This Agreement will terminate upon the termination of the Acquisition Agreement in accordance with its terms. SECTION 4.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that Buyer may assign its rights and obligations to another wholly owned subsidiary of Buyer who is the assignee of Buyer's rights under the Acquisition Agreement, and provided, further, that except as set forth in the prior clause, a party may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. SECTION 4.6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of Delaware without giving effect to the principles of conflicts of laws thereof. 4 SECTION 4.7. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. WASTE MANAGEMENT, INC. By:____________________________________ Name: Title: 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel WMI ACQUISITION SUB, INC. By:____________________________________ Name: Title: c/o Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel ALLEN & COMPANY INCORPORATED By:____________________________________ Name: Title: 711 Fifth Avenue New York, New York 10022 5 EX-99.D 5 STOCK TENDER/PAUL GOULD Exhibit D STOCK TENDER AGREEMENT STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among Paul A. Gould (the "Stockholder"), Waste Management, Inc., an Illinois corporation ("Parent") and WMI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Buyer"). WHEREAS, Buyer, and Resource Recycling Technologies, Inc., a Delaware corporation (the "Company") propose to enter into an Agreement and Plan of Merger dated the date hereof (the "Acquisition Agreement") which provides, among other things, that Buyer shall commence an all cash tender offer to purchase any and all shares of common stock of the Company at a purchase price of $11.50 per share (the "Offer", which term shall include any amendment thereof not in violation of the Acquisition Agreement), to purchase any and all of the issued and outstanding shares of Company's Common Stock, par value $1.00 per share ("Common Stock"), and shall merge Buyer with and into the Company (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Acquisition Agreement (any term used herein without definition shall have the definition ascribed thereto in the Acquisition Agreement); WHEREAS, as of the date hereof, the Stockholder beneficially owns 150,000 shares of Common Stock (the "Stockholder's Shares"); WHEREAS, as a condition to the willingness of the Company and Buyer to enter into the Acquisition Agreement, and as an inducement to them to do so, the Stockholder has agreed for the benefit of the Company and Buyer to tender the Stockholder's Shares, and any other shares of Common Stock at any time during the term of this Agreement held by Stockholder, in response to the Offer on the terms and conditions contained in this Agreement; and WHEREAS, the Board of Directors of the Company has approved the Acquisition Agreement, the Offer, the Merger and this Agreement. NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement the parties hereby agree as follows: ARTICLE 1 TENDER OFFER SECTION 1.1. Tender of Shares. (a) Within five (5) business days of the commencement by the Buyer of the Offer the Stockholder shall tender to the depositary (the "Depositary") designated in the Offer to Purchase (the "Offer to Purchase") distributed by the Buyer in connection with the Offer (i) a letter of transmittal with respect to the Stockholder's Shares and any other shares of Common Stock held by the Stockholder (such shares being referred to herein as the "Shares"), complying with the terms of the Offer to Purchase, together with instructions directing the Depositary to make payment for such Shares directly to the Stockholder (but if such Shares are not accepted for payment and are to be returned pursuant to the Offer to Purchase, to return such Shares to Stockholder), (ii) the certificates representing the Shares and/or (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer to Purchase (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). (b) The Stockholder will not, subject to applicable law, withdraw the tender effected in accordance with Section 1.1.(a); provided, however, that the Stockholder may decline to tender, or may withdraw, any and all Shares if (A) the amount or form of consideration to be paid for such Shares is less than cash in the amount of $11.50 per Share, net to the Stockholder in cash, (B) the Acquisition Agreement is terminated, or (C) the Board of Directors of the Company has withdrawn its recommendation of the Offer pursuant to Section 6.1(c)(ii) of the Acquisition Agreement, provided that if such withdrawal of a recommendation occurs and the Board of Directors subsequently recommends an offer by Buyer or an affiliate of Buyer for a consideration per Share greater than $11.50 per Share, the Stockholder agrees to re-tender any Shares it has withdrawn, whereupon all the terms of this Agreement shall be revived and applicable to such Shares. SECTION 1.2. Additional Shares. Any Shares of Common Stock acquired by the Stockholder after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options or by means of purchase, distribution, dividend or otherwise, shall be immediately tendered by the Stockholder and shall constitute "Shares" subject to the terms of this Agreement. SECTION 1.3. No Purchase. Buyer may allow the Offer to expire without accepting for payment or paying for any Shares, as set forth in the Offer to Purchase, without purchasing all or any Shares pursuant thereto. If any Shares are not accepted for payment in accordance with the terms of the Offer to Purchase, they shall be returned to Stockholder, whereupon they shall continue to be held by Stockholder subject to the terms and conditions of this Agreement. SECTION 1.4. Restrictions. Except as contemplated by Section 1.1 hereof and so long as the Board of Directors of the Company has not withdrawn its recommendation of the Offer pursuant to Section 6.1(c)(ii) of the Acquisition Agreement, Stockholder shall not, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of Stockholder's Shares or any interest therein; (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) other than as may be permitted to the Company by Section 4.6 of the Acquisition Agreement, solicit, initiate or knowingly promote any party other than Buyer or an affiliate of Buyer to acquire or offer to acquire the Company, any of its Common Stock or a material portion of the assets or business of the Company or any of its subsidiaries. 2 ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER Stockholder represents, warrants and covenants to the Buyer that: SECTION 2.1. Ownership. The Stockholder is the sole, true, lawful and beneficial owner of the Stockholder's Shares with no restriction on voting rights or rights of disposition pertaining to the Shares, and does not currently beneficially own any other Shares. Stockholder will convey good and valid title to the Shares being purchased pursuant to the Offer or the Merger, as the case may be, free and clear of any and all claims, liens, charges, encumbrances and security interests. Except as contemplated hereby, none of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.2. Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) is within Stockholder's powers, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or the Securities Exchange Act of 1934), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Stockholder or to a loss of any benefit of Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on Stockholder or result in the imposition of any lien on any asset of Stockholder. SECTION 2.3. Binding Effect. This Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Buyer represents, warrants and covenants to Stockholder that: SECTION 3.1. Corporate Power and Authority. Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer and no other corporate action on the part of Buyer is necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby. 3 SECTION 3.2. Binding Effect. This Agreement has been duly executed and delivered by Buyer and is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. SECTION 3.3. Acquisition for Buyer's Account. Any Shares to be acquired upon consummation of the Offer will be acquired by Buyer for its own account and not with a view to the public distribution thereof and will not be transferred except in compliance with the Securities Act of 1933. ARTICLE 4 MISCELLANEOUS SECTION 4.1. Expenses. Each party will pay its own costs and expenses incurred in connection with this Agreement. SECTION 4.2. Additional Agreements. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements or restrictions of any kind to which such party is a party or by which such party is governed or bound, to consummate and make effective the transactions contemplated by this Agreement. SECTION 4.3. Notice. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to such party at its address set forth on the signature page hereto. SECTION 4.4. Amendments; Termination. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties thereto. This Agreement will terminate upon the termination of the Acquisition Agreement in accordance with its terms. SECTION 4.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that Buyer may assign its rights and obligations to another wholly owned subsidiary of Buyer who is the assignee of Buyer's rights under the Acquisition Agreement, and provided, further, that except as set forth in the prior clause, a party may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. SECTION 4.6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of Delaware without giving effect to the principles of conflicts of laws thereof. 4 SECTION 4.7. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. WASTE MANAGEMENT, INC. By:____________________________________ Name: Title: 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel WMI ACQUISITION SUB, INC. By:____________________________________ Name: Title: 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel STOCKHOLDER By:____________________________________ Name: Paul A. Gould Allen & Company Incorporated 711 Fifth Avenue New York, New York 10022 5 -----END PRIVACY-ENHANCED MESSAGE-----