-----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, WRg8QCJfNGwcVzf6UHmV9hchY5+DcIJRXCPA8SWIkgBZq30SEITr+KiNG67xNfdN wGP5x8FHccSF77x3H43bbQ== 0000950131-95-000689.txt : 19950616 0000950131-95-000689.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950131-95-000689 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950322 SROS: AMEX 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: 95522505 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: DWYER ANDREW T CENTRAL INDEX KEY: 0000923594 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AIRLIE GROUP STREET 2: 115 E PUTNAM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616227 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 3 ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number 3235-0145 / / Expires: October 31, 1994 / / Estimated average burden / / hours per form ....... 14.90/ ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RESOURCE RECYCLING TECHNOLOGIES, INC. ________________________________________________________________________________ (Name of Issuer) Common Stock, $1.00 par value ________________________________________________________________________________ (Title of Class of Securities) 760930-10-7 _______________________________________________________________ (CUSIP Number) Andrew T. Dwyer 532 Cantitoe Road Bedford, New York 10506 ________________________________________________________________________________ (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 13d-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 page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- ----------------------- CUSIP NO. 760930-10-7 PAGE 2 OF 5 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew T. Dwyer S.S. No. ###-##-#### - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- 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 160,100 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 160,100 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 160,100 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.98% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- 2 of 7 AMENDMENT NO. 3 to SCHEDULE 13D CUSIP NO. 760930-10-7 Page 3 of 5 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $1.00 par value, of Resource Recycling Technologies, Inc. The name and address of the principal executive offices of the Issuer are: Resource Recycling Technologies, Inc. 300 Plaza Drive Vestal, New York 13850 ITEM 2. IDENTITY AND BACKGROUND There are no changes in the response to this Item from the Schedule 13D filed on March 2, 1994. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION This Amendment No. 3 to Schedule 13D reports the gift by Cynthia K. Dwyer, the wife of Andrew T. Dwyer, of 400 shares of the Issuer's Common Stock and the vesting of non-qualified stock options to purchase 20,000 shares of the Issuer's Common Stock previously granted to Andrew T. Dwyer, as follows. On January 10, 1995, Cynthia K. Dwyer made a gift of 400 shares. On March 15, 1995, non- qualified stock options previously granted to Andrew T. Dwyer to purchase 20,000 shares of the Issuer's Common Stock became exercisable by Mr. Dwyer and his beneficial ownership of such shares is reported herein pursuant to Rule 13d- 3(d)(1)(i). The total amount of funds to be used to make the purchase of shares upon the exercise of the options reported herein will be obtained from personal funds of the reporting person. ITEM 4. PURPOSE OF TRANSACTION There are no changes in the response to this Item from the Schedule 13D filed on March 2, 1994. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on March 15, 1995, the reporting persons named in Item 2 of this Schedule 13D, by virtue of the language of Rule 13(d)(1)(i), may be deemed to own beneficially in the aggregate the number and percentage of the Issuer's Common Stock set forth below. The percentages are based 2,675,773 shares of the Issuer's Common Stock, which was the number of such shares outstanding on such date assuming the exercise of outstanding stock options that are exercisable within 60 days of the date of this filing. AMENDMENT NO. 3 to SCHEDULE 13D CUSIP NO. 760930-10-7 Page 4 of 5 Pages
Name Shares of Common Stock Percentage - ---- ---------------------- ---------- Andrew T. Dwyer 160,100 5.98% Cynthia K. Dwyer 13,600 .51% Nancy T. Dwyer 18,000 .67% Elizabeth K. Dwyer 18,000 .67% Andrew K. Dwyer 18,000 .67%
The shares owned by Andrew T. Dwyer include an aggregate of 3,300 shares owned by a family trust of which Mr. Dwyer is a trustee and beneficiary. Andrew T. Dwyer may be deemed to own beneficially the shares owned by Cynthia K. Dwyer, Mr. Dwyer's wife, and Nancy T. Dwyer, Elizabeth K. Dwyer, and Andrew K. Dwyer, Mr. Dwyer's children. Andrew T. Dwyer disclaims beneficial ownership of such shares. If he is deemed to beneficially own these shares, his beneficial ownership is 227,700, or 8.51% of the outstanding shares of the Issuer's Common Stock. Cynthia K. Dwyer may be deemed to own beneficially the shares owned by Andrew T. Dwyer, Mrs. Dwyer's husband, and Nancy T. Dwyer, Elizabeth K. Dwyer, and Andrew K. Dwyer, Mrs. Dwyer's children. Cynthia K. Dwyer disclaims beneficial ownership of such shares. If she is deemed to beneficially own these shares, her beneficial ownership is 227,700, or 8.51% of the outstanding shares of the Issuer's Common Stock. There are no changes in the responses to the other parts of this Item from the Schedule 13D filed on March 2, 1994. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF 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 Andrew T. Dwyer (the "Tender Agreement"), Mr. Dwyer has agreed to tender the shares of Common Stock of the Issuer owned by Mr. Dwyer (the "Shares") in the cash tender offer of Buyer 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 Agreement is attached hereto as Exhibit A and incorporated herein by this reference. The Issuer, Buyer, and Sub have entered into an Agreement and Plan of Merger dated March 17, 1995 (the "Acquisition Agreement"), which provides, among other things, that Buyer shall AMENDMENT NO. 3 to SCHEDULE 13D CUSIP NO. 760930-10-7 Page 5 of 5 Pages commence the Offer and that Sub shall merge with and into the Issuer, subject to the conditions set forth therein. Andrew T. Dwyer has agreed not to withdraw his tender of the Shares in the Offer; provided, however, that Mr. Dwyer may decline to tender or withdraw any and all Shares tendered if (A) the amount or form of consideration to be paid by Buyer 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 Buyer or an affiliate of Buyer for a consideration per Share greater than $11.50 per Share, Mr. Dwyer agrees to re-tender any Shares he has withdrawn. In addition, for so long as the Issuer's board of directors has not withdrawn its recommendation for the Offer, Mr. Dwyer has agreed, among other things, not to dispose of, or grant any proxies with respect to, the Shares or to solicit parties other than Buyer to acquire any Common Stock or a material portion of the assets or business of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Stock Tender Agreement, dated as of March 17, 1995, among Waste Management, Inc., WMI Acquisition Sub, Inc., and Andrew T. Dwyer. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 21, 1995 /s/ ANDREW T. DWYER ------------------------------ ANDREW T. DWYER EX-99.A 2 STOCK TENDER AGREEMENT STOCK TENDER AGREEMENT STOCK TENDER AGREEMENT, dated as of March 17, 1995 (the "Agreement"), among Andrew T. Dwyer (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 267,700/1/ 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: - ------------------- /1/ Consists of 116,800 Shares owned directly, 13,600 Shares owned by Stockholder's wife, 18,000 Shares owned by each of his three minor children, 3,300 Shares owned by a family trust of which he is a trustee and beneficiary and 80,000 Shares subject to stock options (40,000 of which are currently exercisable and 40,000 of which will be exercisable on consummation of the Offer). Stockholder need only initially tender the non-option Shares. 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 2 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. 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. 3 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. 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. 4 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. 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. 5 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. /s/ JOSEPH M. HOLSTEN By:____________________________________ Name: Joseph M. Holsten Title: Executive Vice President 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel WMI ACQUISITION SUB, INC. /s/ JOSEPH M. HOLSTEN By:____________________________________ Name: Joseph M. Holsten Title: Vice President 3003 Butterfield Road Oak Brook, Illinois 60521 Attention: General Counsel STOCKHOLDER /s/ ANDREW T. DWYER By:____________________________________ Name: Andrew T. Dwyer c/o Airlie Group 115 E. Putnam Street Greenwich, CT 06830 6 -----END PRIVACY-ENHANCED MESSAGE-----