1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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
-----------------------------------
(CUSIP Number)
Joseph E. LoConti
Alliance Holding Corporation
10055 Sweet Valley Drive
Valley View, Ohio 44125
(216) 447-9000
with copies to:
Michael A. Ellis, Esq.
Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
2600 The Tower at Erieview
Cleveland, Ohio 44114
(216) 696-3311
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 18, 1996
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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 [ ].
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SCHEDULE 13D
CUSIP No. 458875 10 1 Page 2 of 7 Pages
------------------------ --------- ---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alliance Holding Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ X ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 18,960,000
OWNED BY -----------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 13,136,000
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9 SOLE DISPOSITIVE POWER
18,960,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,096,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.3%
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14 TYPE OF REPORTING PERSON*
HC CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
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The title of the class of equity securities to which this
Schedule 13D relates is the Common Stock, $0.01 par value (the
"IASI Common Stock"), of International Alliance Services,
Inc., a Delaware corporation ("IASI"), formerly known as
Republic Environmental Systems, Inc. The address of the
principal executive office of IASI is 10055 Sweet Valley
Drive, Valley View, Ohio 44125.
Item 2. Identity and Background
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This Schedule 13D is filed on behalf of Alliance Holding
Corporation, an Ohio corporation ("Alliance") with its
principal executive offices located at 10055 Sweet Valley
Drive, Valley View, Ohio 44125, and Joseph E. LoConti, the
controlling shareholder of Alliance. Alliance is a holding
company the principal asset of which is its stock in IASI.
Identified below is a list of the executive officers and
directors of Alliance. The following information is provided
with respect to each person: name and present principal
occupation or employment. Each of the persons listed below is
a United States Citizen and, for purposes of this filing, the
business address for each of them is the same as the address
of Alliance.
Executive Officers. Principal Occupation
------------------- --------------------
President - Joseph E. LoConti President - Alliance
Vice Presidents - Craig L. Stout Chief Operating Officer - IASI
Edward F. Feighan President and CEO - IASI
Gregory Skoda Principal - Skoda, Minotti,
Reeves & Co., Public
Accountants
Treasurer - Joseph J. Tartabini, Sr. President - United Survey, Inc.
Secretary - Anne L. Meyers Principal - Anne L. Meyers &
Associates, Co., L.P.A.
Directors.
----------
Joseph E. LoConti
Craig L. Stout
Joseph J. Tartabini, Sr.
Except as noted below, during the past five years, neither
Alliance nor, to the best of Alliance's knowledge, any person
named above, (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b)
has been 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
Page 3 of 7 Pages
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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
- ------ -------------------------------------------------
The securities were acquired pursuant to an Agreement and Plan
of Merger, dated as of May 19, 1996, as amended, ( the "Merger
Agreement"), among IASI, two wholly-owned subsidiaries of
IASI, Alliance, Century Surety Company, an Ohio corporation
("CSC"), and Commercial Century Agency, Inc., an Ohio
corporation ("CSU"). Descriptions of the provisions of the
Merger Agreement appearing throughout this Schedule 13D are
qualified in their entirety by reference to the Merger
Agreement, which is included in IASI's definitive Schedule 14C
Information Statement, dated September 23, 1996 and which is
incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, in
consideration for all of the outstanding capital stock of CSC
and CSU, IASI issued to Alliance (a) 14,760,000 shares (the
"Merger Shares") of its Common Stock, $0.01 par value ("IASI
Common Stock"), (b) warrants to purchase an aggregate of
4,200,000 additional shares of IASI Common Stock (the "Merger
Warrants") consisting of (x) 1,400,000 shares of IASI Common
Stock at an exercise price of $2.625 per share exercisable in
whole or in part for the two-year period beginning October 18,
1996, (y) 1,400,000 shares of IASI Common Stock at an exercise
price of $3.125 per share exercisable in whole or in part for
the three-year period beginning on October 18, 1996, (z)
1,400,000 shares of IASI Common Stock at an exercise price of
$3.875 per share exercisable in whole or in part for the
four-year period beginning on October 18, 1996 and (c) a
promissory note in the principal amount of $4,000,000.
Item 4 Purpose of the Transaction
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The mergers (the "Mergers") were designed to expand the
existing business operations of IASI, CSC and CSU, enhanced by
new initiatives designed to take advantage of the synergies
created by the combination of the two businesses. See "The
Combination - Business Strategy after the Combination" on page
18 of the Schedule 14C Information Statement.
As a result of the Mergers, Alliance has become the principal
holder of the shares of IASI and has elected a majority of the
directors of IASI. Two executive officers of Alliance, Messrs.
Feighan and Stout, have become the President and Chief
Executive Officer and Vice President and Chief Operating
Officer, respectively, of IASI.
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Except as set forth in the Schedule 14C Information Statement,
Alliance does not at this time have any plans or proposals
that relate to or would result in (a) an acquisition by any
person of additional securities of IASI, or the disposition of
securities of IASI, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving IASI or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of IASI or any of
its subsidiaries, (d) any change in the present board of
directors or management of IASI, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board, (e) any material change
in the present capitalization or dividend policy of IASI, (f)
any other material change in IASI's business or corporate
structure, (g) changes in IASI's charter, bylaws or
instruments corresponding thereto or other changes which may
impede the acquisition of control of IASI by any person, (h)
causing a class of securities of IASI 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 IASI becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Act of 1933, as amended, or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) As of the date of this Schedule 13D, Alliance
beneficially owns approximately 18,960,000 shares of
IASI Common Stock, which includes 4,200,000 shares
issuable upon exercise of warrants calculated in
accordance with Rule 13d-3, the foregoing equals
approximately 56.1% of the deemed 33,769,638 shares
of IASI Common Stock outstanding as of the date of
this Schedule 13D. As of the date of this Schedule
13D, Mr. LoConti beneficially owned indirectly as
Chairman of the Board, President and the controlling
shareholder of Alliance approximately 18,965,500
shares of IASI Common Stock, which includes (x)
4,200,000 shares of RESI Common Stock issuable upon
exercise of warrants to be held of record by
Alliance, (y) 1,000 shares owned by Mr. LoConti's
wife and (z) 4,500 shares owned by Alliance Prime
Associates, Inc., a corporation in which Mr. LoConti
is a director and the sole shareholder. As a result
of transactions on October 18, 1996, Mr. LoConti
beneficially owned 18,965,500 of the 33,769,638
shares.
(b) In addition to the shares identified in Section (a)
above, Alliance has shared voting power with
respect to an additional 13,136,000 shares of IASI
Common Stock beneficially owned by MGD Holdings
Ltd., a Bermuda corporation controlled by
Michael G. DeGroote, pursuant to a voting agreement
whereby MGD Holdings has agreed for a period of two
years from the Merger to vote all shares of IASI
Common Stock held by it from time to time in
accordance with the recommendation of the management
of Alliance. The address of MGD Holdings and of Mr.
DeGroote is Victoria Hall, 11 Victoria Street, P.O.
Box HM 1065, Hamilton, HMEX Bermuda. MGD Holdings is
a Bermuda corporation and Mr. DeGroote is a Canadian
citizen.
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To the best of Alliance's knowledge, neither MGD
Holdings nor Mr. DeGroote (a) has been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) has been 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 addition to
Mr. DeGroote's positions with MGD Holdings, he has
served as the Chairman of the Board of IASI since
April 1995 and was President and Chief Executive
Officer of IASI prior to the Merger.
As a result of including the shares beneficially
owned by MGD Holdings with the shares owned by
Alliance and Mr. LoConti is deemed to own 32,101,500
shares of the 39,769,638 shares deemed outstanding,
or 80.4%.
(c) Within the last 60 days, the only transactions
involving Alliance or Mr. LoConti and the IASI Common
Stock were the previously reported mergers
consummated on October 18, 1996.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
- ------- with Respect to Securities of the Issuer
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On October 18, 1996, MGD Holdings and Alliance entered into
the Voting Agreement pursuant to which MGD Holdings, for a
period of two years commencing on the date thereof, agreed to
vote the shares of IASI Common Stock held by MGD Holding from
time to time in accordance with the recommendation of
management of Alliance. Further, MGD Holdings agreed to revoke
and not grant, without the prior written consent of Alliance,
directly or indirectly, any proxies or enter into any voting
trust or other agreement or arrangement with respect to the
voting of such shares inconsistent with the Voting Agreement.
MGD Holdings has sole dispositive rights with respect to all
of its shares.
Item 7. Materials to Be Filed as Exhibits.
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The following are filed as Exhibits to this Schedule 13D.
Exhibit 1. Agreement and Plan of Merger, dated
as of May 19, 1996 among Alliance, CSC,
CSU, IASI and the IASI subsidiaries are
incorporated herein by reference to
IASI's Definitive Schedule 14C
Information Statement dated September
23, 1996.
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Exhibit 2. Voting Agreement, dated as of May 19,
1996 between MGD Holdings and Alliance
is incorporated herein by reference to
IASI's Definitive Schedule 14C
Information Statement dated
September 23, 1996.
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
ALLIANCE HOLDING CORPORATION
October 24, 1996 By: /s/ Joseph E. LoConti
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Joseph E. LoConti,
Title: Chairman of the Board and President
/s/Joseph E. LoConti
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Joseph E. LoConti
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