-----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, QmT8E8l/tE9sgxs/GIIEjatjb73sWit5koYGoBJuzdR9GdrM4f77k+CeGnJ3pTuZ uF9B7zbUuZrzItDJ4dXgsg== 0000950129-01-501085.txt : 20010530 0000950129-01-501085.hdr.sgml : 20010530 ACCESSION NUMBER: 0000950129-01-501085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010529 GROUP MEMBERS: CARL E WARDEN GROUP MEMBERS: DEARMAN WILLIAM M GROUP MEMBERS: WILLIAM M DEARMAN 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: 1649534 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 h87914a2sc13da.txt WILLIAM M DEARMAN FOR US LIQUIDS INC 1 EXECUTION COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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 29, 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 PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William M. DeArman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 298,200 shares BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 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 (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO.: 902974 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carl E. Warden - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 910,700 shares BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 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 (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.77% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 4 AMENDMENT NO. 2 TO SCHEDULE 13D Capitalized terms that are not otherwise defined in this Amendment No. 2 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. 2. ITEM 4. PURPOSE OF TRANSACTION. Following the filing of Amendment No. 1 to the Original Filing on May 11, 2001 (the "Amended Filing"), the Reporting Persons engaged in a number of discussions with certain members of the Board of Directors of US Liquids. These discussions resulted in the conclusion by the Reporting Persons and the Board of Directors that the interests of all parties would best be served by adding Mr. DeArman to the Board of Directors of US Liquids. Pursuant to a written consent dated Tuesday, May 29, 2001, the Board of Directors of US Liquids accepted the resignation of Mr. William A. Rothrock IV and appointed Mr. DeArman to fill the vacancy created by his resignation, and, in accordance with US Liquids' organizational documents, Mr. DeArman's term shall expire in 2002. As a result of Mr. DeArman's appointment to the Board of Directors of US Liquids, the Reporting Persons do not intend to solicit proxies at the forthcoming US Liquids annual meeting. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of Mr. DeArman's placement on the Board of Directors, the Reporting Persons have revoked the powers-of-attorney granted to them and have withdrawn their nomination of Mr. DeArman and Mr. Trier for election at the forthcoming annual meeting of US Liquids. A copy of the letter delivered by Cede & Co. on behalf of Mr. DeArman to US Liquids evidencing such withdrawal is attached hereto as Exhibit E-1. As the Reporting Persons are no longer the beneficial owners of more than five percent of the Common Stock, this is the Reporting Persons' final filing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. E-1 Letter by Cede & Co. to the Board of Directors of US Liquids Inc. dated May 29, 2001. E-2 Letter by William M. DeArman to the Board of Directors of US Liquids Inc. dated May 29, 2001. E-3 Press Release of US Liquids dated May 29, 2001 announcing the appointment of Mr. DeArman to the Board of Directors. Page 1 of 3 Pages 5 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 29, 2001. /s/ CARL E. WARDEN ---------------------------------- Carl E. Warden /s/ WILLIAM M. DEARMAN ---------------------------------- William M. DeArman Page 2 of 3 Pages 6 EXHIBIT INDEX E-1 Letter by Cede & Co. to the Board of Directors of US Liquids Inc. dated May 29, 2001. E-2 Letter by William M. DeArman to the Board of Directors of US Liquids Inc. dated May 29, 2001. E-3 Press Release of US Liquids dated May 29, 2001 announcing the appointment of Mr. DeArman to the Board of Directors. Page 3 of 3 Pages EX-99.1 2 h87914a2ex99-1.txt LETTER BY WILLIAM M DEARMAN TO BOARD OF DIRECTORS 1 EXHIBIT E-1 Cede & Co. c/o the Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 May 29, 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. At the request of Participant on behalf of William M. DeArman, as a holder of record of the Shares, Cede & Co. hereby formally notifies the Company of Mr. DeArman's withdrawal of his nomination of Messrs. DeArman and Trier for election to the Board of Directors of the Corporation at the annual meeting of stockholders currently scheduled for July 10, 2001. Cede & Co. is a nominal party for the true party in interest, William M. DeArman. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Mr. DeArman's request as the beneficial owner of the Shares is made known to you and Cede & Co. assumes no further responsibility in this matter. Further correspondence on this matter should be directed to Mr. DeArman, 43 Stillforest, Houston, Texas 77024, with copies directed to the attention of Mr. Steven R. Tredennick, Bracewell & Patterson, L.L.P., 711 Louisiana Street - Suite 2900, Houston, Texas 77002-2781. 2 Thank you for your attention to this matter. Very truly yours, Cede & Co. By: /s/ -------------------------------- Name: Title: Partner 3 EXHIBIT E-2 William M. DeArman 43 Stillforest Houston, Texas 77024 May 29, 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: I hereby formally notify the Corporation of my withdrawal of the nomination of myself and Mr. Trier for election to the Board of Directors of the Corporation at the annual meeting of stockholders currently scheduled for July 10, 2001. Further correspondence on this matter should be directed to my attention at the address above, with copies directed to the attention of Mr. Steven R. Tredennick, Bracewell & Patterson, L.L.P., 711 Louisiana Street - Suite 2900, Houston, Texas 77002-2781. Very truly yours, /s/ William M. DeArman William M. DeArman EX-99.2 3 h87914a2ex99-2.txt PRESS RELEASE - ANNOUNCING APPOINTMENT 1 EXHIBIT E-3 FOR IMMEDIATE RELEASE CONTACT: Earl J. Blackwell - --------------------- 281-272-4507 USL #01-08 COMPANY ANNOUNCES APPOINTMENT OF NEW DIRECTOR HOUSTON, TEXAS (MAY 29, 2001) --- U S Liquids Inc. (AMEX - USL), today announced that William M. DeArman has agreed to join its Board of Directors. He will fill the seat of William A. Rothrock IV who has resigned. Mr. DeArman has been a founder of two public companies, Republic Waste Industries and U S Liquids Inc. He currently is the majority owner and manager of Premium Aircraft Parts LLC, a company engaged in the sale of new and aftermarket aircraft parts. "While we are sad to see Bill Rothrock leave our Board, we feel very fortunate to have someone of Bill DeArman's character and business acumen take his place," said Mike Lawlor, U S Liquids Chairman and CEO. "It is good to be able to bring one of the Company's founders onto our Board to assist us in our goal to enhance shareholder value." In connection with his appointment to the Board, Mr. DeArman has withdrawn his nominations of himself and Clayton Trier for election to the Board of Directors of the Company. In addition, Mr. DeArman and Carl Warden have amended their Schedule 13D filing announcing the withdrawal of Mr. DeArman's nominations. U S Liquids Inc., based in Houston, is a leading provider of services in North America for the collection, processing, recovery and disposal of liquid waste. This release includes forward-looking statements. These forward-looking statements and the Company's business and prospects are subject to risks and uncertainties any of which could cause actual results to differ materially from expected results. These risks and uncertainties are described in more detail in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and in the Company's subsequent SEC filings. # # # # -----END PRIVACY-ENHANCED MESSAGE-----