-----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, V35yvkDwgC1Lx/2oTMAt2szpgHuIccnx5qlGWxqVWMp7M0fGsWetde98gS/wrgf7 MkoQySVIa1xkCQW5qTlgZg== 0000899243-02-002602.txt : 20020930 0000899243-02-002602.hdr.sgml : 20020930 20020930155823 ACCESSION NUMBER: 0000899243-02-002602 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020930 GROUP MEMBERS: BRUCE R. MCMAKEN GROUP MEMBERS: ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. GROUP MEMBERS: ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. GROUP MEMBERS: ENVIRONMENTAL OPPORTUNITIES MANAGEMENT COMPANY, L.L.C. GROUP MEMBERS: FUND II MGT. CO., LLC GROUP MEMBERS: SANDERS MORRIS HARRIS INC. GROUP MEMBERS: SMH CERI (INSTITUTIONAL), LLC GROUP MEMBERS: SMH CERI, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ENVIRONMENTAL RESOURCE INC CENTRAL INDEX KEY: 0001065736 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57445 FILM NUMBER: 02776559 BUSINESS ADDRESS: STREET 1: 1005 SKYVIEW DR STREET 2: BURLINGTON CITY: ONTARIO CANADA STATE: A6 ZIP: L7P 5B1 BUSINESS PHONE: 9053191237 MAIL ADDRESS: STREET 1: 1005 SKYVIEW DRIVE STREET 2: BURLINGTON CITY: ONTARIO CANADA STATE: A6 ZIP: L7P 5B1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL OPPORTUNITIES FUND LP CENTRAL INDEX KEY: 0001088395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3100 CHASE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132243100 MAIL ADDRESS: STREET 1: 3100 CHASE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 dsc13da.txt SCHEDULE 13D AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* --- CAPITAL ENVIRONMENTAL RESOURCE INC. (Name of Issuer) Common Stock (Title of Class of Securities) 14008 M 10 4 (CUSIP Number) Bruce R. McMaken 600 Travis, Suite 3100, Houston, Texas 77002 713-224-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 27, 2002 (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 [_]. Note. Schedules filed in paper form shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. 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). CUSIP NO. 14008M 10 4 13D Page 1 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Opportunities Fund, L.P. Environmental Opportunities Fund II (Institutional), L.P. Environmental Opportunities Fund II, L.P. 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) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnerships NUMBER OF 7 SOLE VOTING POWER 3,057,589 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 3,057,589 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,589 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) 8.73% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 14008M 10 4 13D Page 3 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Opportunities Fund, L.P. 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) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership NUMBER OF 7 SOLE VOTING POWER 632,806 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 632,806 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,806 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) 1.81% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 14008M 10 4 13D Page 4 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Opportunities Fund II, L.P. 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) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership NUMBER OF 7 SOLE VOTING POWER 524,840 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 524,840 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 524,840 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) 1.5% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 14008M 10 4 13D Page 5 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Opportunities Fund II (Institutional), L.P. 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) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership NUMBER OF 7 SOLE VOTING POWER 1,899,943 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,899,943 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,899,943 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) 5.43% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 14008M 10 4 13D Page 6 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Opportunities Management Company, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO(1) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company NUMBER OF 7 SOLE VOTING POWER 632,806 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 632,806 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,806 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) 1.81% 14 TYPE OF REPORTING PERSON (See Instructions) OO ___________________ (1) Indicates source of funds used to purchase securities by Environmental Opportunities Fund, L.P. CUSIP NO. 14008M 10 4 13D Page 7 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fund II Mgt. Co., LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO (1) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company NUMBER OF 7 SOLE VOTING POWER 2,424,783 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,424,783 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,783 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) 6.92% 14 TYPE OF REPORTING PERSON (See Instructions) OO - ------------------ (1) Indicates source of funds used to purchase securities by Environmental Opportunities Fund, II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. CUSIP NO. 14008M 10 4 13D Page 8 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMH CERI, LLC SMH CERI (Institutional), LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 2,050,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,050,000 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,050,000 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) 5.85% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 14008M 10 4 13D Page 9 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMH CERI, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 589,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 589,000 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 589,000 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) 1.68% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 14008M 10 4 13D Page 10 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMH CERI (Institutional), LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 1,461,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,461,000 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,461,000 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) 4.18% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 14008M 10 4 13D Page 11 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMH CERI II, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 2,818,868 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,818,868 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,818,868 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) 8.05% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 14008M 10 4 13D Page 12 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sanders Morris Harris Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO (1) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 3,063,337 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 3,063,377 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,063,377 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) 8.76% 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------ (1) Indicates the source of funds used to purchase securities by Environmental Opportunities Fund, L.P., Environmental Opportunities Fund II, L.P., Environmental Opportunities Fund II (Institutional), L.P., SMH CERI, LLC, SMH CERI (Institutional), L.P., and SMH CERI II, LLC. CUSIP NO. 14008M 10 4 13D Page 13 of 23 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruce R. McMaken 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, OO (1) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 4,917,599 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER 4,917,599 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,917,599 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) 14.04% 14 TYPE OF REPORTING PERSON (See Instructions) IN _________________ (1) Indicates the source of funds used to purchase securities held by the reporting person and Environmental Opportunities Fund, L.P., Environmental Opportunities Fund II, L.P., Environmental Opportunities Fund II (Institutional), L.P., SMH CERI, LLC, SMH CERI (Institutional), L.P., and SMH CERI II, LLC. CUSIP NO. 14008M 10 4 13D Page 14 of 23 Pages Item 1. Security and Issuer. This statement relates to the common stock of Capital Environmental Resource Inc., a corporation organized under the laws of the province of Ontario, Canada. The principal executive office of the issuer of such securities is located at 1005 Skyview Drive, Burlington, Ontario, Canada L7P 5131. Item 2. Identity and Background. Environmental Opportunities Fund, L.P. is a Delaware limited partnership ("EOF") whose principal business is making investments in the securities of other entities. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Environmental Opportunities Management Company, L.L.C. (the "EOF GP") is a Delaware limited liability company and the sole general partner of EOF. The principal business of EOF GP is to act as general partner of the Funds. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. The disposition of investments owned EOF is determined by the investment committee of EOF GP. Attached as Appendix B is information concerning the members of the investment committee required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such persons may be deemed, but are not conceded to be, controlling persons of EOF GP. Environmental Opportunities Fund II, L.P. ("Fund II") and Environmental Opportunities Fund II, (Institutional), L.P. ("EOF II Institutional") are Delaware limited partnerships whose principal business is making investments in the securities of other entities. The address of their principal office is 600 Travis, Suite 3100, Houston, Texas 77002. EOF, Fund II, and EOF II Institutional are referred to collectively as the "Funds." Fund II Mgt. Co., LLC (the "EOF II GP") is a Delaware limited liability company and the sole general partner of Fund II and EOF II Institutional. The principal business of EOF II GP is to act as general partner of such funds. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. The disposition of investments owned Fund II and EOF II Institutional is determined by the investment committee of EOF II GP. Attached as Appendix B-1 is information concerning the members of the investment committee required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such persons may be deemed, but are not conceded to be, controlling persons of EOF II GP. SMH CERI, LLC ("SMH CERI I") and SMH CERI (Institutional), LLC ("SMH CERI Institutional") are Delaware limited liability companies that were organized to purchase shares of the common stock of the Issuer. The address of their principal office is 600 Travis, Suite 3100, Houston, Texas 77002. SMH CERI II, LLC ("SMH CERI II") is a Delaware limited liability company that was organized to purchase shares of the Series I Preferred Shares of the Issuer. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. CUSIP NO. 14008M 10 4 13D Page 15 of 23 Pages Item 2. (Continued) Sanders Morris Harris Inc. is a Texas corporation and the controlling member of EOF GP and EOF II GP. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Attached as Appendix A is information concerning the executive officers and directors of Sanders Morris Harris required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be, controlling persons of Sanders Morris Harris. Sanders Morris Harris is a wholly owned subsidiary of Sanders Morris Harris Group, Inc. ("SMH Group".)Sanders Morris Harris is a registered broker/dealer. SMH Group is a Texas corporation and the parent of Sanders Morris Harris. The address of its principal office is 600 Travis, Suite 2900, Houston, Texas 77002. Attached as Appendix A-1 is information concerning the executive officers and directors of SMH Group required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such officers and directors may be deemed, but are not conceded to be controlling, persons of SMH Group. No corporation or other person is or may be deemed to be ultimately in control of SMH Group. Bruce R. McMaken is a Senior Vice President, Investment Banking of Sanders Morris Harris and is a Manager of SMH CERI I, SMH CERI Institutional, and SMH CERI II, and a member of the investment committee of EOF II GP, and a member of the investment committee of EOF GP. Mr. McMaken's business address is 600 Travis, Suite 3100, Houston, Texas 77002. He is a citizen of the United States. During the past five years, none of the reporting persons or any of the persons referred to in Appendices A, A-1, B, and B-1 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, none of the reporting persons or any of the persons referred to in Appendices A, A-1, B, and B-1 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 as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Item 3. Source and Amount of Funds or Other Consideration. On July 27, 2001, Fund II purchased 202,340 common shares of the Issuer for an aggregate consideration of $404,680 and EOF II Institutional purchased 722,443 common shares of the Issuer for an aggregate consideration of $1,444,886. The source of these funds was working capital of the Funds. On September 7, 2001, Fund II purchased 322,500 common shares of the Issuer for an aggregate consideration of $645,000 and EOF II Institutional purchased 1,177,500 common shares of the Issuer for an aggregate consideration of $2,355,000. The source of these funds was working capital of the Funds. On September 7, 2001, SMH CERI I purchased 589,000 common shares of the Issuer for an aggregate consideration of $1,168,000 and SMH CERI CUSIP NO. 14008M 10 4 13D Page 16 of 23 Pages Item 3. (Continued) Institutional purchased 1,461,000 common shares of the Issuer for an aggregate consideration of $2,932,000. The source of these funds was working capital of SMH CERI I and SMH CERI Institutional. On February 5, 2002, SMH CERI II entered into a Subscription Agreement (the "Subscription Agreement") with the Issuer pursuant to which it agreed to purchase an aggregate of 2,818,868 Series 1 Preferred Shares (the "Preferred Shares") of the Issuer for an aggregate consideration $7,470,000. The closing of the purchase of the Preferred Shares occurred on February 7, 2001. The source of these funds was working capital of SMH CERI II. Holders of the Preferred Shares do not have any voting or dividend right with respect to such Preferred Shares. Each Preferred Share was convertible into one common share of the Issuer automatically upon approval of such conversion by the holders of the Issuer's common shares. Under the Subscription Agreement, the Company agreed to hold a special meeting of its shareholders, as promptly as practicable, for the purpose of voting on the issuance of common shares upon conversion of the Preferred Shares. Pursuant to the Subscription Agreement, SMH CERI II has agreed to vote all common shares held directly or indirectly by SMH CERI II in favor of the conversion. The special meeting of shareholders was held on March 27, 2002, at which time the conversion of the Preferred Shares into common shares was approved. In June 2002, SMH exercised a warrant held by its deferred compensation plan and distributed certain shares acquired on exercise. SMH retained 5,788 shares and Mr. McMaken was distributed 2,684 shares. Item 4. Purpose of Transaction. On July 27, 2001, the Funds acquired 924,783 common shares of the Issuer in a privately negotiated transaction. The Funds entered into this transaction for general investment purposes. On September 7, 2001, the Funds acquired 1,500,000 common shares of the Issuer in a privately negotiated transaction. The Funds entered into this transaction for general investment purposes. On September 7, 2001, SMH CERI I and SMH CERI Institutional acquired 2,050,000 common shares of the Issuer in a privately negotiated transaction. SMH CERI I and SMH CERI Institutional entered into this transaction for general investment purposes. On February 5, 2002, SMH CERI II and certain other investors entered into the Subscription Agreement, pursuant to which such persons agreed to purchase an aggregate of 11,320,754 Preferred Shares. Holders of the Preferred Shares do not have any voting or dividend right with respect to such Preferred Shares. Each Preferred Share is convertible into one common share of the Issuer automatically upon approval of such conversion by the holders of the Issuer's common shares. Under the Subscription Agreement, the Company has agreed to hold a special meeting of its shareholders, as promptly as practicable, for the purpose of voting on the issuance of common shares CUSIP NO. 14008M 10 4 13D Page 17 of 23 Pages Item 4. (Continued) upon conversion of the Preferred Shares. Pursuant to the Subscription Agreement, SMH CERI II has agreed to vote all common shares held directly or indirectly by SMH CERI II in favor of the conversion. SMH CERI II entered into this transaction for general investment purposes. The special meeting was held on March 27, 2002. Following approval of the conversion issuance, there will be no agreements between SMH CERI II and any other shareholders of the Issuer to acquire, dispose of, hold, or vote any securities of the Issuer. Except as described in this Item 4, neither the Funds, SMH CERI I, SMH CERI Institutional, nor SMH CERI II have any present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of common stock of the Issuer beneficially owned by the persons identified in Item 2 is as follows: Aggregate Number of Percentage of Beneficial Owner Shares Owned Class Environmental Opportunities Fund, L.P. 632,806 1.81 Environmental Opportunities Fund 524,840 1.50 II, L.P. Environmental Opportunities Fund II (Institutional), L.P. 1,899,943 5.43 Environmental Opportunities Management Company, L.L.C. 632,806(1) 1.81 Fund II Mgt. Co., LLC 2,424,783(2) 6.92 SMH CERI, LLC 589,000 1.68 SMH CERI (Institutional), LLC 1,461,000 4.18 SMH CERI II, LLC 2,818,868 8.05 Sanders Morris Harris Inc. 3,063,377(3) 8.76 Bruce R. McMaken 4,917,599(4) 14.04 - ------------- CUSIP NO. 14008M 10 4 13D Page 18 of 23 Pages Item 5. (Continued) (1) Consists entirely of shares beneficially owned by Environmental Opportunities Fund, L.P. (2) Consists entirely of shares beneficially owned by Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. (3) Includes 3,057,589 shares beneficially owned by Environmental Opportunities Management Company, L.L.C., and Fund II Mgt. Co., LLC. (4) Includes 2,050,000 common shares beneficially owned by SMH CERI, LLC and SMH CERI (Institutional), LLC, 2,818,868 shares beneficially owned by SMH CERI II, LLC, and 27,694 common shares issuable upon the exercise of currently exercisable stock options. (b) The number of common shares as to which there is sole power to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of the Reporting Persons is set forth on the cover pages, and such information is incorporated herein by reference. To the knowledge of the Reporting Persons, the persons listed on Appendix A in response to Item 2 do not beneficially own any shares of common stock of the Issuer. (c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by any of the Reporting Persons except for the acquisition of beneficial ownership of shares being reported on this Schedule 13D. (d) None (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. In connection with the issuance of the Series 1 Preferred Shares, the Issuer extended certain demand and piggyback registration rights to SMH CERI II and the other purchasers of such shares, which obligate the Issuer to register with the Securities and Exchange Commission the common shares issuable upon conversion of the Series 1 Preferred Shares. On September 7, 2001, in connection with their purchase of common shares, each of Fund II, EOF II Institutional, SMH CERI I, and SMH CERI Institutional entered into a Registration Rights Agreement with the Issuer that provides the them with certain demand and piggy-back registration rights with respect to the common shares purchased. Except as stated herein, no reporting person nor, to the best of the knowledge of the reporting persons, any of the executive officers or directors listed on Annex A, A-1, B, or B-1, is a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, any transfer or voting of any such securities, finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees or CUSIP NO. 14008M 10 4 13D Page 19 of 23 Pages Item 6. (Continued) profits, divisions of profit or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit Title 1 Joint Filing Agreement among the reporting persons. 2 Form of Subscription Agreement by and among the Issuer and certain investors [Incorporated by reference to Exhibit 3 to the Schedule 13D filed February 15, 2002, by Don A. Sanders and certain other purchasers of Series 1 Preferred Shares of the Issuer] SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: September 27, 2002 Environmental Opportunities Fund, L.P. By: Environmental Opportunities Management Company, L.L.C. By /s/ Bruce R. McMaken ---------------------------------- Bruce R. McMaken, Manager Environmental Opportunities Fund II, L.P. Environmental Opportunities Fund II (Institutional), L.P. By: Fund II Mgt. Co., LLC. By /s/ Bruce R. McMaken ---------------------------------- Bruce R. McMaken, Manager SMH CERI, LLC SMH CERI (Institutional), LLC SMH CERI II, LLC By /s/ Bruce R. McMaken ---------------------------------- Bruce R. McMaken, Manager /s/ Bruce R. McMaken ------------------------------------- Bruce R. McMaken ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001). CUSIP NO. 14008M 10 4 13D Page 20 of 23 Pages Appendix A Directors and Executive Officers of Sanders Morris Harris Inc. The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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 as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Present Principal Occupation or Employment; Name Business Address Ben T. Morris President, Chief Executive Officer, and Director George L. Ball Chairman of the Board Robert E. Garrison II Director, President of Sanders Morris Harris Group Don A. Sanders Chairman of the Executive Committee Titus H. Harris, Jr. Executive Vice President Richard C. Webb Executive Vice President Anthony J. Barton Executive Vice President Peter M. Badger President of Fixed Income Division R. Larry Kinney Director of Trading Activities Richard D. Grimes Executive Vice President Howard Y. Wong Chief Financial Officer and Treasurer Sandy Williams Secretary CUSIP NO. 14008M 10 4 13D Page 21 of 23 Pages Appendix A-1 Directors and Executive Officers of Sanders Morris Harris Group Inc. The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Group Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 5599 San Felipe, Suite 301, Houston, Texas 77056. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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 as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Present Principal Occupation or Employment; Name Business Address George L. Ball Director and Chairman of the Board Ben T. Morris Director and Chief Executive Officer Robert E. Garrison II Director and President Don A. Sanders Director, Vice Chairman Titus H. Harris, Jr. Director, Executive Vice President of SMH Donald R. Campbell Director, retired W. Blair Waltrip Director, private investor John H. Styles Director, private investor Nolan Ryan Director, private investor Dan S. Wilford Director, President and CEO of Memorial Hermann Healthcare System Stephen M. Reckling Chairman and CEO of Pinnacle Management & Trust Co. Rick Berry Chief Financial Officer CUSIP NO. 14008M 10 4 13D Page 22 of 23 Pages Appendix B Members of the Investment Committee of Environmental Opportunities Management Company, L.L.C. The following table sets forth the name, business address, and present principal occupation or employment of each member of the investment committee of Environmental Opportunities Management Company, L.L.C. Unless otherwise indicated below, each such person is a citizen of the United States. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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 as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Present Principal Occupation or Employment; Name Business Address Kenneth Ch'uan-K'ai Leung Managing Director of Sanders Morris Harris Inc., his business address is 126 East 56th Street, 24th Floor, New York, New York 10022. Bruce R. McMaken Senior Vice President, Investment Banking of Sanders Morris Harris Inc., his business address is 600 Travis, Suite 3100, Houston, Texas 77002 John Quirk Partner of Quirk Carson Peppet, his business address is 590 Madison Avenue, New York, New York 10022. CUSIP NO. 14008M 10 4 13D Page 23 of 23 Pages Appendix B-1 Members of the Investment Committee of Fund II Mgt. Co., LLC The following table sets forth the name, business address, and present principal occupation or employment of each member of the investment committee of Fund II Mgt. Co., LLC. Unless otherwise indicated below, each such person is a citizen of the United States. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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 as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Present Principal Occupation or Employment; Name Business Address Kenneth Ch'uan-K'ai Leung Managing Director of Sanders Morris Harris Inc., his business address is 126 East 56th Street, 24th Floor, New York, New York 10022. Bruce R. McMaken Senior Vice President, Investment Banking of Sanders Morris Harris Inc., his business address is 600 Travis, Suite 3100, Houston, Texas 77002 Bruce Cummings Managing Member of Elben LLC, a consulting company, his business address is 126 East 56/th/ Street, 24/th/ Floor, New York, New York 10022. EX-99.1 3 dex991.txt JOINT FILING AGREEMENT Exhibit 1 Schedule 13D Joint Filing Agreement The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct In Witness Whereof, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date set forth below. Date: September 27, 2002 Signatures: Environmental Opportunities Fund, L.P. By: Environmental Opportunities Management Company, LLC, general partner By /s/ Bruce R. McMaken -------------------------- Name: Bruce R. McMaken Title: Manager Environmental Opportunities Fund II, L.P. Environmental Opportunities Fund II (Institutional), L.P. By: Fund II Mgt. Co., LLC By /s/ Bruce R. McMaken -------------------------- Name: Bruce R. McMaken Title: Manager Environmental Opportunities Management Company, LLC By /s/ Bruce R. McMaken -------------------------- Name: Bruce R. McMaken Title: Manager Fund II Mgt. Co., LLC By /s/ Bruce R. McMaken ------------------------- Name: Bruce R. McMaken Title: Manager SMH CERI, LLC By /s/ Bruce R. McMaken ------------------------- Name: Bruce R. McMaken Title: Manager SMH CERI (Institutional), LLC By /s/ Bruce R. McMaken ------------------------- Name: Bruce R. McMaken Title: Manager SMH CERI II, LLC By /s/ Bruce R. McMaken ------------------------- Name: Bruce R. McMaken Title: Manager Sanders Morris Harris Inc. By /s/ Bruce R. McMaken ------------------------- Name: Bruce R. McMaken Title: Senior Vice President /s/ Bruce R. McMaken - ---------------------------- Name: Bruce R. McMaken -----END PRIVACY-ENHANCED MESSAGE-----