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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Alliance Services, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
________________________________________________________________________________
(Title of Class of Securities)
458875 10 1
________________________________________________________________________________
(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
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 1997
________________________________________________________________________________
(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)
a Member of a Group (See Instructions) (b)
(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 7,751,556
Reporting
Person With (9) Sole Dispositive Power 0
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially 7,751,556
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 21.6%
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)
a Member of a Group (See Instructions) (b)
(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 7,751,556
Reporting
Person With (9) Sole Dispositive Power 6,684,300
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 14,435,856
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 39.4%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) IN
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Alliance Holding Corporation, a Delaware corporation ("Alliance"), and
Mr. Joseph E. LoConti (together, the "Reporting Persons" and individually, the
"Reporting Person") hereby make the following statement pursuant to Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules
and regulations promulgated thereunder. This Statement is an amendment to the
Schedule 13D dated October 18, 1996, as amended by the Schedule 13D dated
January 31, 1997 and the Schedule 13D dated April 3, 1997, filed by each of
the Reporting Persons (collectively, the "Original Schedule 13D").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 21, 1997, MGD Holdings Ltd., a Bermuda corporation controlled
by Mr. Michael G. DeGroote ("MGD"), purchased from International Alliance
Services, Inc. (the "Issuer") an aggregate of 555,556 units of the Issuer for
$9.00 per unit in a private placement. Each unit is comprised of one share of
common stock, $.01 par value per share, of the Issuer ("Common Stock") and one
warrant to purchase one share of Common Stock at an exercise price of $11.00 per
share, exercisable for a three year period from the date of issuance (a "Unit").
As a result of the voting trust described in the Original Schedule 13D (the
"Voting Trust"), the Reporting Persons are deemed to beneficially own the
555,556 shares of Common Stock acquired by MGD in such transaction. No
consideration was paid by either Reporting Person in connection with such
acquisition.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons are deemed to have acquired the securities
described in Item 3 as a result of the Voting Trust and had no role in the
decision resulting in such acquisition. In addition, the Reporting Persons
share neither investment control nor a pecuniary interest in any of the
securities described in Item 3.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)(i) As of May 1, 1997, Alliance beneficially owned an aggregate of
7,751,556 shares of Common Stock constituting approximately 21.6% of the
35,968,419 shares of Common Stock deemed outstanding as of May 1, 1997. All of
the shares of Common Stock beneficially owned by Alliance are owned of record by
Westbury pursuant to the terms of the Voting Trust. On March 25, 1997, Alliance
and Westbury entered into an agreement to terminate such Voting Trust, subject
to the receipt of any necessary regulatory approvals. Accordingly, if and when
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 May 1, 1997, Mr. LoConti beneficially owned an aggregate of
14,435,856 shares of Common Stock, which includes warrants to purchase 688,800
shares of Common Stock and 7,751,556 shares of Common Stock owned of record by
Westbury, representing approximately 39.4% of the 35,968,419 shares of Common
Stock deemed outstanding as of May 1, 1997. Mr. LoConti disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest.
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Mr. LoConti has indirect beneficial ownership of the shares of Common
Stock owned of record by Westbury as a result of the Voting Trust. If and when
regulatory approval is obtained to terminate such trust, Mr. LoConti would
beneficially own 6,684,300 shares of Common Stock constituting approximately
18.4% of the 35,968,419 shares of Common Stock deemed outstanding as of May 1,
1997.
(b)(i) As of May 1, 1997, Alliance shared voting power with respect to
7,751,556 shares of Common Stock owned of record by Westbury pursuant to the
Voting Trust.
(ii) As of May 1, 1997, Mr. LoConti shared voting power with respect
to 7,751,556 shares of Common Stock owned of record by Westbury. In addition,
Mr. LoConti has sole voting and investment power with respect to an
additional 6,684,300 shares of Common Stock.
(c) Within the last 60 days, the Reporting Persons and persons named
in Item 2 have affected the following transactions not previously reported:
(i) On April 21, 1997, as a result of the Voting Agreement, the
Reporting Persons are deemed to have acquired 555,556 shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement
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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: May 5, 1997 By: /s/ Joseph E. LoConti
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Joseph E. LoConti,
Chairman of the Board and President
Dated: May 5, 1997 By: /s/ Joseph E. LoConti
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Joseph E. LoConti
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INDEX TO EXHIBITS
Exhibit 1: Joint Filing Agreement
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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 21, 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: May 1, 1997 By: /s/ Joseph E. LoConti
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Joseph E. LoConti
Chairman of the Board and President
Dated: May 1, 1997 By: /s/ Joseph E. LoConti
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Joseph E. LoConti
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