-----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, DSM4TmaDF5kwDOq2/155dwHcUu/Jjht6LLBZ4wwZ0wNK9s1nAhTyGkPSeOEP9s8f ljioEtdcpyNyqIdNR/lKeg== 0000950150-98-000094.txt : 19980123 0000950150-98-000094.hdr.sgml : 19980123 ACCESSION NUMBER: 0000950150-98-000094 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980122 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED ENVIRONMENTAL SYSTEMS INC CENTRAL INDEX KEY: 0000796960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 841059226 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-52125 FILM NUMBER: 98511277 BUSINESS ADDRESS: STREET 1: 730 17TH STREET STE 712 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035715564 MAIL ADDRESS: STREET 1: 730 17TH STREET STREET 2: SUITE 712 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST PASSAGE OF NORTH AMERICA INC DATE OF NAME CHANGE: 19901127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP SERVICES CORP CENTRAL INDEX KEY: 0000894076 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 KING ST W STREET 2: P O BOX 2440 LCD1 CITY: HAMILTON ONTARIO CAN STATE: A6 BUSINESS PHONE: 9055211600 MAIL ADDRESS: STREET 1: 100 KING STREET W STREET 2: PO BOX 2440 LCD1 CITY: HAMILTON ONTARIO FORMER COMPANY: FORMER CONFORMED NAME: PHILIP ENVIRONMENTAL INC/ DATE OF NAME CHANGE: 19950823 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ ADVANCED ENVIRONMENTAL SYSTEMS, INC. (Name of Subject Company) AES ACQUISITION CORP. INDIRECT WHOLLY OWNED SUBSIDIARY OF PHILIP SERVICES CORP. (Bidders) COMMON STOCK (Title of class of securities) 007949 10 0 (CUSIP Number of Class of Securities) COLIN SOULE PHILIP SERVICES CORP. 100 KING STREET WEST P.O. BOX 2440, LCD #1 HAMILTON, ONTARIO CANADA L8N 4J6 (905) 521-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with a copy to: CHRISTOPHER W. MORGAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SUITE 1820, NORTH TOWER BOX 189, ROYAL BANK PLAZA TORONTO, ONTARIO CANADA M5J 2J4 (416) 777-4700 DECEMBER 16, 1997 (Date of Event Which Requires Filing Statement on Schedule 13D) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AES Acquisition Corp., a New York corporation (the "Purchaser" and an indirect wholly owned subsidiary of Philip Services Corp., an Ontario corporation ("Parent")), hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 and Schedule 13D, filed with the Securities and Exchange Commission on December 24, 1997 (the "Tender Offer Statement") relating to an Offer by the Purchaser to purchase all shares of Common Stock, par value $0.0001 per share (the "Shares") of Advanced Environmental Systems, Inc., a New York corporation, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated December 24, 1997, and the related Letter of Transmittal. All capitalized terms shall have the meaning assigned to them in the Tender Offer Statement unless otherwise indicated herein. ITEM 10. ADDITIONAL INFORMATION. On January 22, 1998, Advanced Environmental Systems, Inc. issued a press release, a copy of which is attached as Exhibit (a)(8) and is incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following: Exhibit (a)(8) Press Release, dated January 22, 1998 issued by Advanced Environmental Systems, Inc. 3 SIGNATURE After due 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. Dated: January 22, 1998 AES ACQUISITION CORP. By: /s/ COLIN SOULE ------------------------------------ Name: Colin Soule Title: Secretary 4 SIGNATURE After due 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. Dated: January 22, 1998 PHILIP SERVICES CORP. By: /s/ COLIN SOULE ------------------------------------ Name: Colin Soule Title: Executive Vice President, General Counsel and Secretary 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ---------------------------------------------------------------------------------- *(a)(1) Offer to Purchase, dated December 24, 1997. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *(a)(7) Text of Press Release, dated December 18, 1997, issued by Advanced Environmental Systems, Inc. (a)(8) Text of Press Release, dated January 22, 1998 issued by Advanced Environmental Systems, Inc. (b) None *(c)(1) Agreement and Plan of Merger, dated as of December 15, 1997 among Philip Services Corp., AES Acquisition Corp. and Advanced Environmental Systems, Inc. *(c)(2) Form of Stockholder Agreement, dated as of December 15, 1997, among Philip Services Corp., AES Acquisition Corp., and the Selling Stockholders. *(c)(3) Short Form Merger Option Agreement, dated as of December 15, 1997, among Philip Services Corp., AES Acquisition Corp. and Advanced Environmental Systems, Inc. (d) None. *(e) Not applicable. (f) None.
- --------------- * Previously filed. EX-99.A(8) 2 NEWS RELEASE REGARDING TENDER OFFER 1 EXHIBIT (a)(8) NEWS RELEASE FOR IMMEDIATE RELEASE JANUARY 22, 1998 ADVANCED ENVIRONMENTAL SYSTEMS, INC. ANNOUNCES EXTENSION OF TENDER OFFER Advanced Environmental Systems, Inc. (AES) announced today that AES Acquisition Corp., an indirect wholly owned subsidiary of Philip Services Corp. is extending its previously announced offer to purchase all outstanding shares of common stock of AES for $0.0059 per share until 12:00 Midnight EST, Monday, January 26, 1998, unless further extended in accordance with the related Offer to Purchase. The offer was previously scheduled to expire on January 23, 1998. The terms of the extended offer otherwise remain the same as those of the original offer as set forth in the offering materials filed with the Securities and Exchange Commission on December 24, 1997. According to Corporate Stock Transfer, Inc., the depositary for the tender offer, as of the close of business on January 21, 1998, 101,770,160 shares of AES common stock have been validly tendered and not withdrawn pursuant to the tender offer, none of which shares were tendered pursuant to a notice of guaranteed delivery. -----END PRIVACY-ENHANCED MESSAGE-----