-----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, PIGPD7JsX7WfjVXvg7Bcxx4LV1IF1CzY5HKY5YP6zXUVQ1OOsX1Mvau+zq77SVgq QAJVWmJgDM7QpykKN3RVFw== 0000943374-06-001211.txt : 20060918 0000943374-06-001211.hdr.sgml : 20060918 20060918171424 ACCESSION NUMBER: 0000943374-06-001211 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060918 DATE AS OF CHANGE: 20060918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Energy Services Acquisition Corp. CENTRAL INDEX KEY: 0001357971 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204606266 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82048 FILM NUMBER: 061096249 BUSINESS ADDRESS: STREET 1: 2450 FIRST AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25703 BUSINESS PHONE: 304-528-2791 MAIL ADDRESS: STREET 1: 2450 FIRST AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS MARSHALL T CENTRAL INDEX KEY: 0001057350 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1130 13TH AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25701 MAIL ADDRESS: STREET 1: 1130 13TH AVENUE STREET 2: E CITY: HUNTINGTON STATE: WV ZIP: 25701 SC 13D 1 schedule13d_reynolds091806.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___)(1) Energy Services Acquisition Corp. --------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share ----------------------------------------- (Title of Class of Securities) 29271Q 10 3 -------------- (CUSIP Number) Marshall T. Reynolds 2450 First Avenue Huntington, WV 25703 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) September 6, 2006 ----------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.[ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------- (1)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 or otherwise subject to the liabilities of that Act but shall be subject to all other provisions of the Act (however, see the Notes). ----------------------------------- -------------------- CUSIP NO. 31969M 10 5 Page 2 of 9 Pages ----------------------------------- --------------------- ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Marshall T. Reynolds - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 862,500 EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 862,500 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 862,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 3 of 9 Pages ----------------------------------- --------------------- Item 1. Security and Issuer State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities. This statement relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Energy Services Acquisition Corp. ("Issuer"). The address of the principal executive office of the Issuer is 2450 First Avenue, Huntington, West Virginia 25703. Item 2. Identity and Background If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s). This statement is being filed by Marshall T. Reynolds as the beneficial owner of 862,500 shares of Common Stock, or 8.02% of the outstanding shares of Common Stock. (a) Name: Marshall T. Reynolds (b) Residence or Principal Address: Marshall T. Reynolds 2450 First Avenue Huntington, West Virginia 25703 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Chairman, Chief Executive Officer and Secretary Energy Services Acquisition Corp. 2450 First Avenue Huntington, West Virginia 25703 Chief Executive Officer and Chairman of the Board Champion Industries, Inc. 2450 First Avenue Huntington, West Virginia 25703 ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 4 of 9 Pages ----------------------------------- --------------------- President and General Manager The Harrah & Reynolds Corporation P.O. Box 4040 Huntington, WV 25729 Chairman of the Board Portec Rail Products, Inc. 900 Old Freeport Road Pittsburgh, Pennsylvania 15238 Chairman of the Board Radisson Hotel 1001 3rd Ave Huntington, West Virginia 25701 Chairman of the Board of Directors McCorkle Machine and Engineering Company Ohio River Road Huntington, West Virginia 25701 Director Abigail Adams National Bancorp, Inc. 1130 Connecticut Ave., NW Suite 200 Washington, D.C. 20036 Chairman of the Board First Guaranty Bank 400 East Thomas Street Hammond, Louisiana 70401 Chairman of the Board Premier Financial Bancorp, Inc. 2883 Fifth Avenue Huntington, West Virginia 25702 (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case: Marshall T. Reynolds has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.) ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 5 of 9 Pages ----------------------------------- --------------------- (e) Whether or not, during the last five years, such person was 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and Marshall T. Reynolds has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as a result of such proceeding, been 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. (f) Citizenship. Marshall T. Reynolds is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and filed such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other than by purchase, describe the method of acquisition. Mr. Reynolds purchased the shares of Common Stock with his personal funds. Item 4. Purpose of the Transaction State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in: Mr. Reynolds is the Chairman of the Board and Chief Executive Officer of the Issuer. He presently has no plan and is not considering any proposal that relates or would result in any of the actions listed below. Mr. Reynolds may form such a plan or proposal in the future. (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 6 of 9 Pages ----------------------------------- --------------------- None. (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; Mr. Reynolds is the Chairman and Chief Executive Officer of the Issuer, a newly organized blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. The Issuer, its management or board of directors does not have any specific business combination under consideration, and has not had any preliminary contacts or discussions with any target business regarding a business combination. (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; None. (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; None. (e) Any material change in the present capitalization or dividend policy of the issuer; None. (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; None. (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; None. (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 in an inter-dealer quotation system of a registered national securities association; None. ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 7 of 9 Pages ----------------------------------- --------------------- (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or None. (j) Any action similar to any of those enumerated above. None. Item 5. Interest in Securities of the Issuer (a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above-mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act; As of the date hereof, Marshall T. Reynolds owns 862,500, or 8.02% of the outstanding, shares of Common Stock. (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; See paragraph (a). (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing on Schedule 13D (ss.13d-191), whichever is less, by the persons named in response to paragraph (a). The following transactions were effected by or on behalf of the Marshall T. Reynolds during the past sixty days: Date Shares Price ------ -------- ------- 9/6/06 325,000 $6.00(1) ---------------- (1) Mr. Reynolds purchased 325,000 Units (consisting of one share of Common Stock and two warrants) in the Issuer's initial public offering. ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 8 of 9 Pages ----------------------------------- --------------------- Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. The shares of Common Stock owned by Mr. Reynolds are subject to a lock-up voting agreement pursuant to a Letter Agreement, dated April 4, 2006, among Mr. Reynolds, the Issuer and Ferris, Baker Watts, Incorporated. If the Issuer solicits approval of its stockholders of a business combination, Mr. Reynolds will vote all shares of Common Stock acquired by him (i) prior to the IPO, (ii) in the IPO and (iii) in the aftermarket in accordance with a majority of the shares voted by the public shareholders in the IPO and waive any redemption rights he might have with respect to certain of such shares. Item 7. Material to Be Filed as Exhibits The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) ss.240.13d-1(f) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. The following item is attached as an exhibit to this report: Exhibit 99.1 Letter Agreement between Marshall T.Reynolds, the Issuer and Ferris, Baker Watts (incorporated by reference to Exhibit 10.1 of the Registration Statement (Registration Number 333- 133111) on Form S-1 as filed on April 7, 2006, as amended). ----------------------------------- --------------------- CUSIP NO. 31969M 10 5 Page 9 of 9 Pages ----------------------------------- --------------------- 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 18, 2006 /s/ Marshall T. Reynolds ----------------------------- Marshall T. Reynolds -----END PRIVACY-ENHANCED MESSAGE-----