-----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, Wf3oUsXjnWK8Yf3RQQXHtZBtwmi3hv6O+sd9fNpAk5Ebanmsoq68D4lyXAOj4Qm4 b8ZPBAHZFF4MfP+4gJS+pA== 0001210052-04-000010.txt : 20040312 0001210052-04-000010.hdr.sgml : 20040312 20040312150226 ACCESSION NUMBER: 0001210052-04-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PDG ENVIRONMENTAL INC CENTRAL INDEX KEY: 0000771485 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222677298 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37012 FILM NUMBER: 04665836 BUSINESS ADDRESS: STREET 1: 300 OXFORD DR STREET 2: N PARK DR & BROWNING RD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4128562200 MAIL ADDRESS: STREET 1: 300 OXFORD DRIVE CITY: MONROEVILLE STATE: PA ZIP: 15146 FORMER COMPANY: FORMER CONFORMED NAME: ASBESTEC INDUSTRIES INC DATE OF NAME CHANGE: 19901220 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED INDUSTRIES INC /UT DATE OF NAME CHANGE: 19860223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-957-1916 MAIL ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 pdge13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PDG ENVIRONMENTAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 693283103 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 2004 (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 240.13d1(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 240.13d-7 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 693283103 13D 1 Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3 SEC Use Only 4 Source of Funds WC 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 Shares Owned 4,750,000 shares By Each 8 Shared Voting Power Reporting 0 Person With 9 Sole Dispositive Power 4,750,000 shares 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,750,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 33.5% 14 Type of Reporting Person PN Item 1. Security and Issuer. This statement relates to shares of common stock, par value $0.02 per share, (the "Common Stock") of PDG Environmental Inc., a Delaware corporation (the "Company") having its principal executive offices at 1386 Beulah Road, Building 801, Pittsburg, PA 15235 Item 2. Identity and Background. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew Barron Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of were made using working capital. As of the Date of Event which required the filing of this Statement, the Partnership used approximately $500,000 of its working capital to purchase 1,250,000 shares of common stock of PDG Environmental Inc. and warrants to purchase 3,500,000 shares of common stock of PDG Environmental Inc. in a Private Placement. Item 4. Purpose of Transaction. All PDG Environmental Inc. securities owned by Barron Partners LP have been acquired by the Partnership for investment purposes only. Item 5. Interest in Securities of the Issuer. (a) On March 4, 2004 Barron Partners LP purchased 1,250,000 shares of common stock and warrants to purchase 3,500,000 shares of common stock of PDG Environmental Inc. The PDG Environmental Inc. securities owned by Barron Partners LP as of March 4, 2004 represented approximately 33.5% of the issued and outstanding shares of PDG Environmental Inc. common stock. As of March 4, 2004, Barron Partners LP had sole power to vote and dispose of each of the 4,750,000 shares of PDG Environmental Inc. common stock beneficially owned by it. (c) In the sixty days prior to March 4, 2004, the Date of the event requiring the filing of this Statement, Barron Partners LP did not engage in any transactions involving PDG Environmental Inc. common stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE1 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: March 11, 2004 /s/ ANDREW BARRON WORDEN - -------------------- Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----