-----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, IKL0EDtSFaVRQF2OgWX49VhKCMMMZWJkBZZHfJ0jI+pnxKtMPpwRhuE/zTTdZXPh WjjlMiWgziAVxjjXFBJgJw== 0000950129-01-500687.txt : 20010515 0000950129-01-500687.hdr.sgml : 20010515 ACCESSION NUMBER: 0000950129-01-500687 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S LIQUIDS INC CENTRAL INDEX KEY: 0001041095 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 760519797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52097 FILM NUMBER: 1632019 BUSINESS ADDRESS: STREET 1: 411 N SAM HOUSTON PARKWAY EAST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2812724500 MAIL ADDRESS: STREET 1: 411 N SAM HOUSTON PARKWAY EAST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEARMAN WILLIAM M CENTRAL INDEX KEY: 0001023390 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5420 HUCKLEBERRY LANE CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7135521077 MAIL ADDRESS: STREET 1: 5420 HUCKLEBERRY LANE CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 h87149dsc13da.txt WILLIAM M. DEARMAN FOR US LIQUIDS, INC. 1 EXECUTION COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 US LIQUIDS INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 902974 10 4 (CUSIP Number) William M. DeArman 43 Stillforest Houston, Texas 77024 (832) 251-8951 Copy to: Edgar J. Marston III Bracewell & Patterson, L.L.P. 2900 South Tower Pennzoil Place 711 Louisiana Houston, Texas 77002 (713) 223-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 2001 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO.: 902974 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NUMBER William M. DeArman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 298,200 shares SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 260,200 shares -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,200 shares, includes 38,000 shares as to which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO.: 902974 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NUMBER Carl E. Warden - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 910,700 shares SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 394,100 shares -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 910,700 shares, includes 516,600 shares as to which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.77% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 AMENDMENT NO. 1 TO SCHEDULE 13D Capitalized terms that are not otherwise defined in this Amendment No. 1 have the meanings ascribed to them in the original Schedule 13D filed with the Securities and Exchange Commission on March 23, 2001 ("Original Filing") by Carl E. Warden and William M. DeArman with respect to the Common Stock, $0.01 par value per share of U S Liquids Inc. ("US Liquids"). The Original Filing is hereby supplemented and amended to the extent set forth in this Amendment No. 1. ITEM 4. PURPOSE OF TRANSACTION. Following the Original Filing, the Reporting Persons heard from a number of fellow stockholders representing a significant percentage of the outstanding shares of Common Stock of US Liquids, each of whom voiced similar concerns about the ability of the senior executives of US Liquids to execute the company's strategic plan. The Reporting Persons also understand that many of their fellow stockholders delivered letters to the company's Board of Directors echoing the concerns of the Reporting Persons outlined in their March 23, 2001 letter to the Board of Directors. As a result of these efforts, the Reporting Persons introduced prospective new senior executives who, in the opinion of the Reporting Persons, had the capabilities to implement US Liquids' strategic plan and deliver superior shareholder value. The proposed senior executives were ultimately not retained by US Liquids, principally because mutually acceptable employment terms could not be negotiated and the proposed Chief Executive Officer candidate was unable to secure the waiver of a non-competition covenant that was given in the context of an earlier acquisition. As a result of not being able to secure the employment of the proposed senior executives, the Reporting Persons believe that additional steps must be taken promptly to maximize shareholder value, including the possible sale of the company. In order to enhance the likelihood that these results are achieved, the Reporting Persons have concluded that a change in the current composition of the Board of Directors is warranted. In furtherance of the purposes outlined herein, Mr. DeArman, on behalf of himself and Mr. Warden, has nominated two directors for election at US Liquids' next annual meeting of stockholders. Notice of such nomination was delivered by Cede & Co. as record holder of Mr. DeArman's shares, on Friday, May 11, 2001, in accordance with US Liquids' Bylaws and the statements contained in US Liquids' Form 8-K filed with the Security and Exchange Commission on February 27, 2001. The Reporting Persons intend to pursue vigorously the election of the nominees, which may include the solicitation of proxies at US Liquids' next annual meeting. In addition, the Reporting Persons intend to continue to engage in general discussions with their fellow stockholders and other persons who are similarly dissatisfied with the performance of US Liquids' current leadership. Any solicitation by or on behalf of the Reporting Persons will be made pursuant to a definitive proxy statement meeting the requirements of ss.240.14a-3(a) of the Securities and Exchange Act of 1934, as amended. Upon receipt of any such definitive proxy statement, stockholders of US Liquids are advised by the Reporting Persons to read the proxy statement carefully because it will contain important information. Stockholders may obtain a free copy of such proxy statement if it becomes available, and any other relevant documents filed with the SEC, for free at the Security and Exchange Commission's website located at www.sec.gov. Except as noted herein or as otherwise set forth in Exhibit E-1 hereto, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: Page 1 of 5 Pages 5 (a) the acquisition by any person of additional securities of US Liquids, or the disposition of securities of US Liquids; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving US Liquids or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of US Liquids or any of its subsidiaries; (d) any change in the present board of directors of US Liquids, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of US Liquids; (f) any other material change in US Liquids' business or corporate structure; (g) changes in US Liquids' charter or bylaws or other actions which may impede the acquisition of control of US Liquid by any person; (h) causing a class of securities of US Liquids to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of US Liquids becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. The Reporting Persons reserve the right to (i) modify their present intentions and formulate plans or proposals to take any one or more of the actions referred to in paragraph (a) through (j) above and (ii) to increase or decrease their respective holdings of Common Stock through open market purchases, privately negotiated transactions or otherwise. The following persons may be deemed to be participants in the solicitation of proxies with respect to US Liquids' forthcoming annual meeting. WILLIAM M. DEARMAN. Mr. DeArman is a private investor and was a founder of US Liquids. Mr. DeArman owns beneficially 260,200 shares of Common Stock, representing approximately 1.65% of the outstanding Common Stock. Mr. DeArman is deemed to have acquired beneficial ownership of an additional 38,000 shares of Common Stock solely because of his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of-attorney, representing approximately 0.24% of the outstanding Common Stock. No funds or other consideration was paid by or on behalf of Mr. DeArman in connection with the grant of the irrevocable power-of-attorney. Other than as set forth herein, Mr. DeArman has no direct or indirect interest in any matter to be acted upon at any meeting of the stockholders of US Liquids. CLAYTON K. TRIER. Mr. Trier is a director of Pentacon, Inc. Mr. Trier is not the beneficial owner of any securities of US Liquids. Other than as set forth herein, Mr. Trier has no direct Page 2 of 5 Pages 6 or indirect interest in any matter to be acted upon at any meeting of the stockholders of US Liquids. CARL E. WARDEN. Mr. Warden is a private investor. Mr. Warden owns beneficially 394,100 shares of Common Stock, representing approximately 2.49% of the outstanding Common Stock. Mr. Warden is deemed to have beneficial ownership of 516,600 shares of Common Stock due to his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of-attorney, representing approximately 3.28% of the outstanding Common Stock. No funds or other consideration was paid by or on behalf of Mr. Warden in connection with the grant of the irrevocable power-or-attorney. Other than as set forth herein, Mr. Warden has no direct or indirect interest in any matter to be acted upon at any meeting of the stockholders of US Liquids. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. E-1 Letter on behalf of Reporting Persons to the Corporate Secretary of U S Liquids Inc. dated May 11, 2001 regarding notice of nominations to the Board of Directors. Page 3 of 5 Pages 7 SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: May 14, 2001. /s/ CARL E. WARDEN --------------------------------- Carl E. Warden /s/ WILLIAM M. DeARMAN --------------------------------- William M. DeArman Page 4 of 5 Pages 8 EXHIBIT INDEX E-1 Letter on behalf of Reporting Persons to the Corporate Secretary of U S Liquids Inc. dated May 11, 2001 regarding notice of nominations to the Board of Directors. Page 5 of 5 Pages 9 Cede & Co. c/o the Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 May 11, 2001 Mr. Earl J. Blackwell Corporate Secretary U S Liquids Inc. 411 N. Sam Houston Parkway East Suite 400 Houston, Texas 77060-3345 Mr. Blackwell: Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a holder of record of shares of common stock, $0.01 par value per share (the "Common Stock") of US Liquids Inc. (the "Corporation"). DTC is informed by its Participant, Charles Schwab & Co., Inc. ("Participant") that on the date hereof 200,000 of such shares (the "Shares") credited to Participant's DTC account are beneficially owned by William M. DeArman, a customer of Participant. In accordance with Section 2.7 of the Company's Second Amended and Restated Bylaws (the "Bylaws"), Cede & Co. at the request of Participant on behalf of William M. DeArman, and as a holder of record of the Shares, hereby formally notifies the Company of William M. DeArman's nomination of the persons set forth in Annex A to this letter for election to the Board of Directors of the Corporation at the annual meeting of stockholders currently scheduled for July 10, 2001 (the "Annual Meeting"). Such nominees have executed a written consent to being named as nominees to the Board of Directors of the Corporation in the Corporation's forthcoming proxy statement relating to the Annual Meeting and to serving as Directors of the Corporation if elected. Originals of these letters are attached hereto as Annex B. At the request of Participant, Cede & Co. is providing notice on behalf of Mr. DeArman, as a stockholder of record of the Shares. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Mr. DeArman is not denied his rights as the beneficial owner of the Shares and Cede & Co. assumes no further responsibility in this matter. As required by Section 2.7(b) of the Bylaws, included in Annex A is all information relating to the nominees that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities 10 and Exchange Act of 1934, as amended. Cede & Co. assumes no responsibility for the accuracy or completeness of such information, and all such information has been provided by the nominees or their representatives. Further correspondence on this matter should be directed to Mr. DeArman, 43 Stillforest, Houston, Texas 77024, with copies directed to the attention of Mr. Edgar J. Marston, Bracewell & Patterson, L.L.P., 711 Louisiana Street - Suite 2900, Houston, Texas 77002-2781. Thank you for your attention to this matter. Very truly yours, Cede & Co. By: /s/ JOHN SCHEURMANN ------------------------------------ Name: John Scheurmann Title: Partner -2- 11 ANNEX A NAMES AND ADDRESSES OF NOMINEES; CERTAIN ADDITIONAL INFORMATION WILLIAM M. DEARMAN, NOMINEE Name: William M. DeArman Age: 50 Principal Occupation: Private Investor Business Address: William M. DeArman 43 Stillforest Houston, Texas 77024 Residence Address: William M. DeArman 43 Stillforest Houston, Texas 77024 Number of shares beneficially owned: 298,200; 38,000 shares of which are beneficially owned pursuant to an irrevocable power-of-attorney Number of shares owned of record: -0-
Mr. DeArman is a private investor and was a founder of US Liquids Inc. ("US Liquids"). As indicated in the Schedule 13D filed with the Securities and Exchange Commission by Mr. DeArman and Carl E. Warden on March 23, 2001 (as amended, the "Schedule 13D"), Mr. Warden owns beneficially 260,200 shares of Common Stock, representing approximately 1.65% of the outstanding Common Stock. Mr. DeArman is deemed to have acquired beneficial ownership of an additional 38,000 shares of Common Stock solely because of his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of-attorney, representing approximately 0.24% of the outstanding Common Stock. No funds or other consideration was paid by or on behalf of Mr. DeArman in connection with the grant of the irrevocable power-of-attorney. As disclosed in the Schedule 13D, Messrs. DeAman and Warden have joined together for the purpose of, among other things, securing the election of Mr. DeArman and Mr. Clayton K. Trier to the Board of Directors of US Liquids. As indicated in the Schedule 13D, Mr. Warden is a private investor. Mr. Warden owns beneficially 394,100 shares of Common Stock, representing approximately 2.49% of the outstanding Common Stock. Mr. Warden is deemed to have beneficial ownership of 516,600 shares of Common Stock due to his power to vote the issued and outstanding portion of such shares pursuant to an irrevocable power-of-attorney, representing approximately 3.28% of the outstanding Common Stock. No funds or other -3- 12 consideration was paid by or on behalf of Mr. Warden in connection with the grant of the irrevocable power-or-attorney. Mr. DeArman presently devotes most of his time to managing his personal investment portfolio. Mr. DeArman was a founder of two public companies, Republic Waste Industries, Inc. (now Republic Services, Inc.) and US Liquids Inc. From 1991 to 1997, Mr. DeArman was Vice President, Partner and member of the Board of Directors of Sanders Morris Mundy Inc. (now Sanders Morris Harris Inc.), a Houston based investment firm. During his active tenure at Sanders Morris Mundy Inc., Mr. DeArman was responsible for the origination of a variety of investment banking engagements with a specialization in the formation and investment in the consolidation strategies of highly fragmented industries. From March, 2001 to the present, Mr. DeArman has been the Manager and majority owner of Premium Aircraft Parts LLC, a company engaged in the sale of new and aftermarket aircraft parts. CLAYTON K. TRIER, NOMINEE Name: Clayton K. Trier Age: 49 Principal Occupation: Private Investor; Director of Pentacon, Inc. Business Address: 8826 Stable Crest Blvd. Houston, TX 77024 Residence Address: 8826 Stable Crest Blvd. Houston, TX 77024 Number of shares beneficially owned: -0- Number of shares owned of record: -0-
Mr. Trier, 49, became a director of Pentacon, Inc. in March 1998. Since April 1997 Mr. Trier has been a private investor. In 1993 he was a founder of U.S. Delivery Systems, Inc. ("U.S. Delivery"), a company created to consolidate the highly fragmented local delivery industry, and Mr. Trier served as Chairman and Chief Executive Officer of U.S. Delivery from its inception until April 1997. In March 1996, U.S. Delivery, a NYSE-listed company at that time, was acquired by Corporate Express, Inc., a large publicly owned office products company, and Mr. Trier served as a director of Corporate Express, Inc. from the acquisition date until January 1997. From 1991 to 1993, Mr. Trier was President of Trier & Partners, Inc., a consulting firm. From 1987 through 1990, Mr. Trier served as President and Co-Chief Executive Officer of Allwaste, Inc., a provider of industrial and environmental services listed on the NYSE. From 1974 to 1987, Mr. Trier was at the international accounting firm of Arthur Andersen & Co., in which he was a partner from 1983 to 1987. -4- 13 ANNEX B CONSENT LETTERS 14 WILLIAM M. DEARMAN 43 STILLFOREST HOUSTON, TEXAS 77024 May 10, 2001 Corporate Secretary U S Liquids Inc. 411 N. Sam Houston Parkway East Suite 400 Houston, Texas 77060-3345 To Whom It May Concern: Pursuant to the requirements of Section 2.7(b) of the Second Amended and Restated Bylaws of U S Liquids Inc. (the "Company"), I hereby consent to being named as a nominee to the Board of Directors of the Company in the Company's forthcoming proxy statement relating to the annual meeting of stockholders currently scheduled for July 10, 2001. I hereby further consent to serving as a Director of the Company if elected. Very truly yours, /s/ William M. DeArman - ----------------------- William M. DeArman 15 CLAYTON K. TRIER 8826 SABLE CREST BLVD. HOUSTON, TEXAS 77024 May 10, 2001 Corporate Secretary U S Liquids Inc. 411 N. Sam Houston Parkway East Suite 400 Houston, Texas 77060-3345 To Whom It May Concern: Pursuant to the requirements of Section 2.7(b) of the Second Amended and Restated Bylaws of U S Liquids Inc. (the "Company"), I hereby consent to being named as a nominee to the Board of Directors of the Company in the Company's forthcoming proxy statement relating to the annual meeting of stockholders currently scheduled for July 10, 2001. I hereby further consent to serving as a Director of the Company if elected. Very truly yours, /s/ Clayton K. Trier --------------------- Clayton K. Trier -----END PRIVACY-ENHANCED MESSAGE-----