1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Alliance Services, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
458875 10 1
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(CUSIP Number)
Rick L. Burdick, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
711 Louisiana
Suite 1900
Houston, Texas 77002
(713) 220-5800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 1997
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(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 this statement [X]. (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.)
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 the
disclosures provided in a prior cover page.
The information required in 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, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes.)
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CUSIP No. 458875 10 1
(1) Names of Reporting Persons. S.S. or I.R.S. Alliance Holding Corporation
Identification Nos. of Above Persons
(2) Check the Appropriate Box if [ ]
a Member of a Group (See Instructions) Not applicable
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Delaware
Number of Shares (7) Sole Voting Power 0
Beneficially
Owned by Each (8) Shared Voting Power 7,196,000
Reporting
Person With (9) Sole Dispositive Power 0
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially 7,196,000
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain (See Item 5)
Shares (See Instructions)
(13) Percent of Class Represented 20.4%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) HC CO
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CUSIP No. 458875 10 1
(1) Names of Reporting Persons. S.S. or I.R.S Joseph E. LoConti
Identification Nos. of Above Persons
(2) Check the Appropriate Box if [ ]
a Member of a Group (See Instructions) Not applicable
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Ohio
Number of Shares (7) Sole Voting Power 6,684,300
Beneficially
Owned by Each (8) Shared Voting Power 7,196,000
Reporting
Person With (9) Sole Dispositive Power 6,684,300
(10) Shared Dispositive Power 7,196,000
(11) Aggregate Amount Beneficially 13,880,300
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain (See Item 5)
Shares (See Instructions)
(13) Percent of Class Represented 38.5%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 458875 10 1
(1) Names of Reporting Persons. S.S. or I.R.S Sophia Management Ltd.
Identification Nos. of Above Persons
(2) Check the Appropriate Box if [ ]
a Member of a Group (See Instructions) Not applicable
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Ohio
Number of Shares (7) Sole Voting Power 5,825,000
Beneficially
Owned by Each (8) Shared Voting Power 0
Reporting
Person With (9) Sole Dispositive Power 5,825,000
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially 5,825,000
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain (See Item 5)
Shares (See Instructions)
(13) Percent of Class Represented 15.8%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) OO
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ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement is being filed by Alliance Holding
Corporation, a Delaware corporation ("Alliance"), Mr. Joseph E. LoConti, and
Sophia Management Ltd. ("Sophia") (all of the foregoing collectively, the
"Reporting Persons" and individually, the "Reporting Person"). A copy of an
agreement among the Reporting Persons with respect to their joint filing of
this Statement is attached hereto as Exhibit 1.
Sophia is an Ohio limited liability company with its principal
executive offices located at 10055 Sweet Valley Drive, Valley View, Ohio 44125.
Each manager of Sophia is a citizen of the United States. The name, business
address and principal occupation or employment of each manager of Sophia are
listed on Schedule A, attached hereto and incorporated herein by reference.
(d) - (e) Except as noted below, during the past five years, neither
Sophia nor, to the best of Sophia's knowledge, any person listed on Schedule A
attached hereto, has been (i) convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
In 1992, a Federal District Court in Ohio convicted Mr. LoConti of
willful failure to file federal income tax returns on a timely basis for the
years 1984 and 1985, a misdemeanor. Although the returns were filed and the
taxes paid prior to the indictment, the misdemeanor for which Mr. LoConti was
convicted required proof only of failing to file such returns on a timely
basis. Mr. LoConti paid a $5,000 penalty for each of the two counts on which he
was convicted.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 3, 1997, Alliance distributed to stockholders of Alliance and
Sophia (the "Alliance Transferees") all of the shares of common stock, $.01 par
value per share ("Common Stock"), of International Alliance Services, Inc.
("Issuer") and warrants to purchase Common Stock held by Alliance as of such
date (the "Alliance Distribution"). As of April 3, 1997, prior to the Alliance
Distribution, Alliance owned of record an aggregate of 13,390,000 shares of
Common Stock (the "Alliance Shares") and warrants to purchase and aggregate of
4,115,000 shares of Common Stock (the "Alliance Warrants").
Alliance effected the distribution of (i) 10,000,000 Alliance Shares
and 1,680,000 Alliance Warrants to shareholders of Alliance as a pro rata
dividend and (ii) 3,390,000 Alliance Shares and 2,435,000 Alliance Warrants to
Sophia as a private sale of Common Stock in consideration for
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Sophia's assumption of all of the known and unknown liabilities of Alliance.
Through the Alliance Distribution, Mr. LoConti may be deemed to have
disposed of an aggregate of 10,826,200 shares of Common Stock previously
indirectly beneficially owned by Mr. LoConti through Alliance. Of the 10,826,200
Alliance Shares and Alliance Warrants indirectly disposed of by Mr. LoConti,
7,400,000 Alliance Shares and 991,200 Alliance Warrants were distributed as a
pro rata dividend by Alliance to its shareholders and 2,435,000 Alliance
Warrants were distributed to Sophia, in each case as described above. With
respect to the balance of the shares of Alliance indirectly owned by Mr.
LoConti, such distribution only effected Mr. LoConti's form of beneficial
ownership.
ITEM 4. PURPOSE OF THE TRANSACTION
Sophia acquired the securities described in Item 3 as an investment.
It is currently contemplated that Sophia will distribute up to approximately
2,400,000 of the Alliance Shares that it acquired through the Alliance
Distribution to satisfy a portion of the debt of Alliance that Sophia assumed
in consideration for the Alliance Shares and Alliance Warrants. See Item 3.
Each of the Alliance Transferees, including Sophia, has agreed that
the Alliance Shares, the Alliance Warrants and the shares of Common Stock
issuable upon exercise of the Alliance Warrants (together with the Alliance
Shares and the Alliance Warrants, collectively, the "Alliance Securities") are
subject to a Lock-up Agreement dated April 3, 1997 (the "Lock-up Agreement")
between each of the Alliance Transferees and Issuer. Under the terms of the
Lock-up Agreement, each of the Alliance Transferees has agreed that he, she or
it will not, directly or indirectly, without the unanimous consent of the Board
of Directors of Issuer, sell, assign, transfer, pledge or otherwise dispose of,
other than by pledge or other grant of a security interest if the pledgee agrees
in writing to be bound by the terms of the Lock-up Agreement (collectively,
"Transfer"), such Alliance Transferee's Alliance Securities prior to October 17,
1998. Notwithstanding the foregoing, beginning April 17, 1997, Alliance
Transferees may Transfer up to 15% of their Alliance Securities. In addition,
Sophia may transfer the Alliance Securities to satisfy debt as set forth above,
provided that the debtors agree to be bound by the terms of the Lock-up
Agreement.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)(i) As of April 3, 1997, following the consummation of the Alliance
Distribution, Alliance beneficially owned an aggregate of 7,196,000 shares of
Common Stock constituting approximately 20.4% of the 35,350,688 shares of
Common Stock deemed outstanding as of April 3, 1997. All of the shares of
Common Stock beneficially owned by Alliance are directly held by MGD Holdings
Ltd.
MGD Holdings Ltd. has agreed for a period ending October 17, 1998 to
vote all shares of Common Stock held by it, from time to time, in accordance
with the recommendation of the management of Alliance. MGD Holdings Ltd. also
owns warrants to acquire an additional 5,940,000 shares of Common Stock, which,
if exercised, would make such additional shares subject to the voting trust. On
March 25, 1997, Alliance and MGD Holdings Ltd. entered into an agreement to
terminate such voting trust, subject to the receipt of any necessary regulatory
approvals. Accordingly, if such approval is obtained, Alliance would not
beneficially own any shares of Common Stock and would no longer be a reporting
person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended.
(ii) As of April 3, 1997, following the consummation of the
Alliance Distribution, Mr. LoConti beneficially owned an aggregate of 13,880,300
shares of Common Stock, which includes warrants to purchase 688,800 shares of
Common Stock and 7,196,000 shares of Common Stock owned of record by MGD
Holdings Ltd., representing approximately 38.5% of the 35,350,688 shares of
Common Stock deemed outstanding as of April 3, 1997. Mr. LoConti disclaims
beneficial ownership of such shares except to the extent of his pecuniary
interest. With the exception of the shares held of record by MGD Holdings Ltd.
and an aggregate of 5,500 shares held of record by Mr. LoConti's wife and
through a corporation Mr. LoConti controls, all of such shares are subject to
the Lock-up Agreement described in Item 4.
Mr. LoConti has indirect beneficial ownership of the shares of Common
Stock owned of record by MGD Holdings Ltd. through the voting trust described in
Item 5(a)(i). If and when regulatory approval is obtained to terminate such
trust, Mr. LoConti would benefically own 6,684,300 shares of Common Stock
constituting approximately 18.4% of the 35,350,688 shares of Common Stock deemed
outstanding as of April 3, 1997. In addition, subject to the occurrence of
certain events, Mr. LoConti has agreed to grant a proxy to Mr. Michael G.
DeGroote, Chairman of the Board of Issuer and the controlling stockholder, a
director and President of MGD Holdings Ltd., that covers the shares of Common
Stock held by Mr. LoConti.
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(iii) As of April 3, 1997, following the consummation of the
Alliance Distribution, Sophia beneficially owned an aggregate of 5,825,000
shares of Common Stock, which includes warrants to purchase 2,435,000 shares of
Common Stock, representing approximately 15.8% of the 35,350,688 shares of
Common Stock deemed outstanding as of April 3, 1997.
(iv) As of April 3, 1997, following the consummation of the
Alliance Distribution, Mr. Craig L. Stout and Ms. Anne L. Meyers, a Vice
President and the Secretary of Alliance, respectively, beneficially owned an
aggregate of 1,319,200 shares of Common Stock, which includes warrants to
purchase 617,600 shares of Common Stock, representing approximately 3.7% of the
35,350,688 shares of Common Stock deemed outstanding as of April 3, 1997.
(v) As of April 3, 1997, following the consummation of the
Alliance Distribution, Mr. Edward F. Feighan, a Vice President of Alliance,
beneficially owned an aggregate of 1,665,800 shares of Common Stock, which
includes warrants to purchase 1,159,000 shares of Common Stock, representing
approximately 4.6% of the 35,350,688 shares of Common Stock deemed outstanding
as of April 3, 1997.
(vi) As of April 3, 1997, following the consummation of the
Alliance Distribution, Mr. Gregory J. Skoda, a Vice President of Alliance,
beneficially owned an aggregate of 1,641,000 shares of Common Stock, which
includes warrants to purchase 1,195,400 shares of Common Stock, representing
approximately 4.5% of the 35,350,688 shares of Common Stock deemed outstanding
as of April 3, 1997.
(vii) As of April 3, 1997, following the consummation of the
Alliance Distribution, Mr. Joseph J. Tartabini, Sr., Treasurer of Alliance,
beneficially owned an aggregate of 1,170,000 shares of Common Stock, which
includes warrants to purchase 168,000 shares of Common Stock, representing
approximately 3.3% of the 35,350,688 shares of Common Stock deemed outstanding
as of April 3, 1997.
(b)(i) As of April 3, 1997, following the consummation of the Alliance
Distribution, Alliance shared voting power with respect to 7,196,000 shares of
Common Stock owned of record by MGD Holdings Ltd. See Item 5(a)(i).
(ii) As of April 3, 1997, following the consummation of the Alliance
Distribution, Mr. LoConti shared voting power with respect to 7,196,000 shares
of Common Stock owned of record by MGD Holdings Ltd. See Item 5(a)(ii). In
addition, Mr. LoConti has sole voting power with respect to an additional
6,684,300 shares of Common Stock.
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(iii) As of April 3, 1997, following the consummation of the Alliance
Distribution, Sophia has sole voting power with respect to 5,825,000 shares of
Common Stock.
(iv) As of April 3, 1997, following the consummation of the Alliance
Distribution, Mr. Stout and Ms. Meyers, as husband and wife, have shared voting
power with respect to 1,319,200 shares of Common Stock.
(v) As of April 3, 1997, following the consummation of the Alliance
Distribution, Mr. Feighan has sole voting power with respect to 1,665,800 shares
of Common Stock.
(vi) As of April 3, 1997, following the consummation of the Alliance
Distribution, Mr. Skoda has sole voting power with respect to 1,641,000 shares
of Common Stock.
(vii) As of April 3, 1997, following the consummation of the Alliance
Distribution, Mr. Tartabini has sole voting power with respect to 1,170,000
shares of Common Stock.
(c) Within the last 60 days, the Reporting Persons and persons named
in Item 2 have effected the following transactions:
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(i) On April 3, 1997, Alliance distributed 13,390,000
shares of Common Stock and warrants to purchase 4,115,000 shares of Common
Stock.
(ii) On April 3, 1997, Mr. LoConti distributed 7,400,000
shares of Common Stock and warrants to purchase 3,426,000 shares of Common
Stock through his interest in Alliance.
(iii) On April 3, 1997, Sophia acquired 3,390,000 shares
of Common Stock and warrants to purchase 2,435,000 shares of Common Stock. All
of such shares are subject to the Lock-up Agreement described in Item 4.
(iv) On April 3, 1997, Mr. Stout and Ms. Meyers acquired
(i) 700,000 shares of Common Stock and warrants to purchase 117,600 shares of
Common Stock, through the pro rata distribution of the Alliance Shares and
Alliance Warrants to shareholders of Alliance, and (ii) warrants to purchase
500,000 shares of Common Stock through the acquisition of the Alliance Warrants
by Sophia. All of such shares are subject to the Lock-up Agreement described
in Item 4.
(v) On April 3, 1997, Mr. Feighan acquired (i) 500,000
shares of Common Stock and warrants to purchase 84,000 shares of Common Stock,
through the pro rata distribution of the Alliance Shares and Alliance Warrants
to shareholders of Alliance, and (ii) warrants to purchase 1,075,000 shares of
Common Stock through the acquisition of the Alliance Warrants by Sophia. All
of such shares are subject to the Lock-up Agreement described in Item 4.
(vi) On April 3, 1997, Mr. Skoda acquired (i) 250,000
shares of Common Stock and warrants to purchase 42,000 shares of Common Stock,
through the pro rata distribution of the Alliance Shares and Alliance Warrants
to shareholders of Alliance, and (ii) warrants to purchase 860,000 shares of
Common Stock through the acquisition of the Alliance Warrants by Sophia. All
of such shares are subject to the Lock-up Agreement described in Item 4.
(vii) On April 3, 1997, Mr. Tartabini acquired 1,000,000
shares of Common Stock and warrants to purchase 168,000 shares of Common Stock,
through the pro rata distribution of the Alliance Shares and Alliance Warrants
to shareholders of Alliance. All of such shares are subject to the Lock-up
Agreement described in Item 4.
For more information regarding each of the foregoing
transactions, see Item 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement
Exhibit 2: Lock-up Agreement dated April 3, 1997 between Sophia and
Issuer
Exhibit 3: Form of Lock-up Agreement dated April 3, 1997 between each
Alliance Transferee and Issuer
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SIGNATURES
After reasonable inquiry and to the best of my respective knowledge
and belief, I certify that the information set forth in this Statement is true,
correct and complete.
ALLIANCE HOLDING CORPORATION
Dated: April 21, 1997 By: /s/ Joseph E. LoConti
----------------------------------------
Joseph E. LoConti,
Title: Chairman of the Board and President
Dated: April 21, 1997 By: /s/ Joseph E. LoConti
----------------------------------------
Joseph E. LoConti
Dated: April 21, 1997 SOPHIA MANAGEMENT LTD.
By: /s/ Gregory J. Skoda
----------------------------------------
Gregory J. Skoda
Title: Treasurer
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SCHEDULE A
MANAGERS
OF
SOPHIA MANAGEMENT LTD.
PRINCIPAL
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---- -------------------- ----------------
Edward F. Feighan President of Issuer 10055 Sweet Valley Drive
Valley View, Ohio 44125
Joseph E. LoConti Legal and Business Advisor 10055 Sweet Valley Drive
of Issuer Valley View, Ohio 44125
Gregory K. Skoda Chief Financial Officer 6685 Beta Drive
of Issuer Mayfield Village, Ohio 44143
Craig L. Stout Chief Operating Officer 10055 Sweet Valley Drive
of Issuer Valley View, Ohio 44125
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Joint Filing Agreement
2 Lock-up Agreement dated April 3, 1997
between Sophia and Issuer
3 Form of Lock-up Agreement
dated April 3, 1997 between each
Alliance Transferee and Issuer
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of International Alliance Services, Inc. dated
April 3, 1997 is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
ALLIANCE HOLDING CORPORATION
Dated: April 17, 1997 By: /s/ Joseph E. LoConti
----------------------------------------
Joseph E. LoConti,
Title: Chairman of the Board and President
Dated: April 17, 1997 By: /s/ Joseph E. LoConti
----------------------------------------
Joseph E. LoConti
Dated: April 17. 1997 SOPHIA MANAGEMENT LTD.
By: /s/ Gregory J. Skoda
----------------------------------------
Gregory J. Skoda
----------------------------------------
Title: Treasurer
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EXHIBIT 2
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "Agreement"), dated as of April 3, 1997,
is entered into by and between Sophia Investments Ltd. ("Stockholder"), and
International Alliance Services, Inc., a Delaware corporation ("IASI").
W I T N E S S E T H:
WHEREAS, contemporaneously with the delivery of this Agreement,
Alliance Holding Corporation ("AHC") and Stockholder are entering into a
certain asset and liabilities transfer (the "Transfer Agreement");
WHEREAS, AHC is transferring (the "Exchange") to Stockholder as part
of the transactions contemplated by the Transfer Agreement certain shares (the
"Shares") of IASI common stock, $.01 par value per share ("Shares"), and
warrants to purchase shares of Common Stock (the "Warrants");
WHEREAS, the Shares and Warrants were acquired by AHC in a certain
transaction between AHC and IASI (the "Merger"), and are subject to a certain
lock-up agreement (the "AHC Lock-up") between IASI and AHC dated October 18,
1996 (the "Closing Date");
WHEREAS, pursuant to the AHC Lock-up the Exchange requires the consent
of the Board of Directors of IASI, and as a condition of such consent the Board
requires that Stockholder enter into this Agreement;
WHERAS, as a condition to the Distribution, Stockholder agrees not to
make any Transfer (defined herein) of (i) the Shares and Warrants to be
acquired by Stockholder in the Distribution and (ii) the shares of Common Stock
to be acquired by Stockholder upon exercise of the Warrants (the "Warrant
Shares"), except as expressly permitted by this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Restrictions on Transfer. Stockholder hereby agrees that,
without the unanimous consent of the Board of Directors of IASI, it will not,
directly or indirectly sell, assign, transfer, pledge (other than by pledge or
other grant of a security interest if the pledgee agrees in writing to be bound
by the terms of this Agreement) or otherwise dispose of, (collectively,
"Transfer"), the Shares, Warrants or Warrant Shares prior to the end of the
two-year period following the Closing Date. Notwithstanding the foregoing, at
the end of the 180-day period beginning on the Closing Date, Stockholder may
thereafter Transfer Shares, Warrants or Warrant Shares, which number in the
aggregate, not more than the aggregate of fifteen (15%) percent of the total
number of Shares and Warrants received by Stockholder in the Exchange.
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Notwithstanding the foregoing, Stockholder may Transfer the Shares, Warrants or
Warrant Shares: (a) to the persons or entities in the amounts as set forth on
Exhibit A hereto, provided that the transferee agrees in writing to be bound by
the terms of this Agreement, or (b) to a third party making a cash tender or
exchange offer in compliance with Regulations 14D and 14E under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), following the filing
with the SEC in compliance with the Exchange Act by IASI of a Recommendation
Statement on Schedule 14D-9 pursuant to which IASI affirmatively recommends to
the IASI stockholders the acceptance of such cash tender or exchange offer.
2. Miscellaneous.
2.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
2.2 Binding Effect and Assignment. This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns, but
except as otherwise specifically provided, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned by
any of the parties hereto without the prior written consent of the other.
2.3 Amendments and Modification. This Agreement may not
be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
2.4 Specific Performance. The parties hereto acknowledge
that IASI will be irreparably harmed and that there will be no adequate remedy
at law for a violation of any of the covenants or agreements of Stockholder set
forth herein. Therefore, it is agreed that, in addition to any other remedies
which may be available to IASI upon any such violation, IASI shall have the
right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to IASI at law or in equity.
2.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if delivered
in person, by cable, telecopy, telegram or telex, or sent by mail (registered
or certified mail, postage prepaid, return receipt requested) to the respective
parties as follows:
If to Stockholder:
Sophia Management Ltd.
10055 Sweet Valley Drive
Valley View, Ohio 44125
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With a copy to:
Anne L. Meyers & Associates, L.P.
2 Summit Park Drive
Suite 150
Cleveland, Ohio 44131-2553
If to IASI:
International Alliance Services, Inc.
10055 Sweet Valley Drive
Valley View, Ohio 44125
Attention: President
Telecopy: (216) 447-9132
With a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
711 Louisiana, Suite 1900
Houston, Texas 77002
Attention: Rick Burdick
Fax: (713) 236-0822
or to such other address any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
2.6 Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Ohio as
applied to contracts entered into solely between residents of, and to be
performed entirely in, such state.
2.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matters.
2.8 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Agreement.
2.9 Definitions. All capitalized terms used herein shall
have the meanings defined in the Merger Agreements, unless otherwise defined
herein.
2.10 Counterparts. This Agreement shall be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
"Stockholder"
SOPHIA MANAGEMENT LTD.
By:
------------------------------------
Printed Name:
--------------------------
Title:
---------------------------------
IASI
International Alliance Services, Inc.
By:
------------------------------------
Printed Name:
--------------------------
Title:
---------------------------------
1
EXHIBIT 3
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "Agreement"), dated as of April 3, 1997,
is entered into by and between ______________________ ("Stockholder"), and
International Alliance Services, Inc., a Delaware corporation ("IASI").
W I T N E S S E T H:
WHEREAS, contemporaneously with the delivery of this Agreement,
Alliance Holding Corporation ("AHC"), of which Stockholder is a shareholder, is
distributing to Stockholder as part of the liquidation of AHC (the
"Distribution") certain shares (the "Shares") of IASI common stock, $.01 par
value per share ("Shares"), and warrants to purchase shares of Common Stock
(the "Warrants");
WHEREAS, the Shares and Warrants were acquired by AHC in a certain
transaction between AHC and IASI (the "Merger"), and are subject to a certain
lock-up agreement (the "AHC Lock-up") between IASI and AHC dated October 18,
1996 (the "Closing Date");
WHEREAS, pursuant to the AHC Lock-up the Distribution requires the
consent of the Board of Directors of IASI, and as a condition of such consent
the Board requires that recipients of the Distribution enter into this
Agreement;
WHERAS, as a condition to the Distribution, Stockholder agrees not to
make any Transfer (defined herein) of (i) the Shares and Warrants to be
acquired by Stockholder in the Distribution and (ii) the shares of Common Stock
to be acquired by Stockholder upon exercise of the Warrants (the "Warrant
Shares"), except as expressly permitted by this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Restrictions on Transfer. Stockholder hereby agrees that,
without the unanimous consent of the Board of Directors of IASI, it will not,
directly or indirectly sell, assign, transfer, pledge (other than by pledge or
other grant of a security interest if the pledgee agrees in writing to be bound
by the terms of this Agreement) or otherwise dispose of, (collectively,
"Transfer"), the Shares, Warrants or Warrant Shares prior to the end of the
two-year period following the Closing Date. Notwithstanding the foregoing, at
the end of the 180-day period beginning on the Closing Date, Stockholder may
thereafter Transfer Shares, Warrants or Warrant Shares, which number in the
aggregate, not more than the aggregate of fifteen (15%) percent of the total
number of Shares and Warrants received by Stockholder in the Distribution.
Notwithstanding the foregoing, Stockholder may Transfer the Shares, Warrants or
Warrant Shares: (a) to the spouse, children or grandchildren of such
Stockholder, whether directly or in trust (including pursuant to the uniform
gift to minors provisions) for their sole benefit, provided
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that the transferee agrees in writing to bound by the terms of this
Agreement, or (b) to a third party making a cash tender or exchange offer in
compliance with Regulations 14D and 14E under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), following the filing with the SEC in
compliance with the Exchange Act by IASI of a Recommendation Statement on
Schedule 14D-9 pursuant to which IASI affirmatively recommends to the IASI
stockholders the acceptance of such cash tender or exchange offer.
2. Miscellaneous.
2.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
2.2 Binding Effect and Assignment. This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns, but
except as otherwise specifically provided, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned by
any of the parties hereto without the prior written consent of the other.
2.3 Amendments and Modification. This Agreement may not
be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
2.4 Specific Performance. The parties hereto acknowledge
that IASI will be irreparably harmed and that there will be no adequate remedy
at law for a violation of any of the covenants or agreements of Stockholder set
forth herein. Therefore, it is agreed that, in addition to any other remedies
which may be available to IASI upon any such violation, IASI shall have the
right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to IASI at law or in equity.
2.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if delivered
in person, by cable, telecopy, telegram or telex, or sent by mail (registered
or certified mail, postage prepaid, return receipt requested) to the respective
parties as follows:
If to Stockholder:
__________________________________
__________________________________
__________________________________
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With a copy to:
__________________________________
__________________________________
__________________________________
If to IASI:
International Alliance Services, Inc.
10055 Sweet Valley Drive
Valley View, Ohio 44125
Attention: __________________
Telecopy: (216) 447-9132
With a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
711 Louisiana, Suite 1900
Houston, Texas 77002
Attention: Rick Burdick
Fax: (713) 236-0822
or to such other address any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
2.6 Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Ohio as
applied to contracts entered into solely between residents of, and to be
performed entirely in, such state.
2.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matters.
2.8 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Agreement.
2.9 Definitions. All capitalized terms used herein shall
have the meanings defined in the Merger Agreements, unless otherwise defined
herein.
2.10 Counterparts. This Agreement shall be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
"Stockholder"
By:
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Printed Name:
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Title:
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IASI
International Alliance Services, Inc.
By:
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Printed Name:
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Title:
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