0000950123-05-004253.txt : 20120625
0000950123-05-004253.hdr.sgml : 20120625
20050408154523
ACCESSION NUMBER: 0000950123-05-004253
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20050408
DATE AS OF CHANGE: 20050408
GROUP MEMBERS: ARTHUR STEINBERG
GROUP MEMBERS: ASTOR FUND LLC
GROUP MEMBERS: CIRCLE TRUST CO
GROUP MEMBERS: NSCT LLC
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTHSHORE ASSET MANAGEMENT LLC
CENTRAL INDEX KEY: 0001256426
IRS NUMBER: 352170019
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 208 SOUTH LASALLE ST STE 1201
CITY: CHICAGO
STATE: IL
ZIP: 60604
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: STARTECH ENVIRONMENTAL CORP
CENTRAL INDEX KEY: 0000875762
STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590]
IRS NUMBER: 841286576
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1004
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-59065
FILM NUMBER: 05741508
BUSINESS ADDRESS:
STREET 1: 15 OLD DANBURY ROAD
STREET 2: SUITE 203
CITY: WILTON
STATE: CT
ZIP: 06897-2525
BUSINESS PHONE: 202-762-2499
MAIL ADDRESS:
STREET 1: 79 OLD RIDGEFIELD RD
CITY: WILTON
STATE: CT
ZIP: 06897
FORMER COMPANY:
FORMER CONFORMED NAME: KAPALUA ACQUISITIONS INC
DATE OF NAME CHANGE: 19941223
SC 13D/A
1
y07671sc13dza.txt
AMENDMENT NO.3 TO SCHEDULE 13D
UNITED STATES
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. 3)
STARTECH ENVIRONMENTAL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
855906103
(CUSIP Number)
ARTHUR STEINBERG, ESQ.,
AS TEMPORARY RECEIVER, C/O KAYE SCHOLER LLP
425 PARK AVENUE
NEW YORK, NY 10022
(212) 836-8564
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 16, 2005
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties
to whom copies are to be sent.
Page 1 of 10 Pages
SCHEDULE 13D
CUSIP NO. 855906103 PAGE 2 OF 10 PAGES
---------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northshore Asset Management, LLC
---------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO - Investment Funds
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e)
[X]
---------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
---------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 4,806,391 (1)
PERSON --------------------------------------------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,806,391 (1)
--------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
4,806,391
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
---------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.9%
---------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Limited Liability Company)
---------------------------------------------------------------------------------------------------------------
(1) See Item 5 herein.
* See Instructions Before Filling Out!
SCHEDULE 13D
CUSIP NO. 855906103 PAGE 3 OF 10 PAGES
---------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Astor Fund, LLC
---------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
---------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 3,558,347 (2)
PERSON --------------------------------------------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
3,558,347 (2)
---------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
11 REPORTING PERSON
3,558,347
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [ ]
---------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.9%
---------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Limited Liability Company)
---------------------------------------------------------------------------------------------------------------
(2) See Item 5 herein.
* See Instructions Before Filling Out!
SCHEDULE 13D
CUSIP NO. 855906103 PAGE 4 OF 10 PAGES
---------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NSCT, LLC
---------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
---------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 1,000,000 (3)
PERSON --------------------------------------------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,000,000 (3)
---------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000,000
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
---------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
---------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Limited Liability Company)
---------------------------------------------------------------------------------------------------------------
(3) See Item 5 herein.
* See Instructions Before Filling Out!
SCHEDULE 13D
CUSIP NO. 855906103 PAGE 5 OF 10 PAGES
---------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Circle Trust Company
---------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
---------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 1,000,000 (4)
PERSON --------------------------------------------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,000,000 (4)
--------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
1,000,000
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
---------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
---------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Limited Purpose Trust Company)
---------------------------------------------------------------------------------------------------------------
(4) See Item 5 herein.
* See Instructions Before Filling Out!
SCHEDULE 13D
CUSIP NO. 855906103 PAGE 6 OF 10 PAGES
---------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Steinberg, as Receiver
---------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
SEC USE ONLY
3
---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
---------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 4,806,391 (1)
PERSON --------------------------------------------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,806,391 (1)
---------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
4,806,391
---------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
---------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.9%
---------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Receiver)
---------------------------------------------------------------------------------------------------------------
(1) See Item 5 herein.
* See Instructions Before Filling Out!
Item. 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D relates to shares of common stock, no
par value (the "Common Stock"), of Startech Environmental Corporation, a
Colorado corporation (the "Issuer"). This Amendment No. 3 amends the initial
statement on Schedule 13D, filed with the Securities and Exchange Commission
(the "Commission") on July 28, 2003, as previously amended by Amendment No. 1
and Amendment No. 2 filed with the Commission on July 28, 2004 and August 27,
2004, respectively (the Schedule 13D as previously amended is herein referred to
as the "Schedule 13D"). The address of the principal executive offices of the
Issuer is 15 Old Danbury Road, Suite 203, Wilton, CT, 06897. On February 16,
2005, Mr. Arthur Steinberg was appointed temporary receiver of Northshore Asset
Management, LLC, Saldutti Capital Management, L.P., Ardent Research Partners,
L.P. and Ardent Research Partners, Ltd. pursuant to the Order described in Item
4. Receiver is in the process of confirming the facts and circumstances stated
in the Schedule 13D and this Amendment No. 3 and, therefore, all statements made
therein and herein are made based upon Receiver's current information and belief
and subject to confirmation and future amendment.
Item. 2. Identity and Background.
Item 2 of the Schedule 13D is amended by adding the following to the end
thereof:
"This Schedule 13D is also being filed on behalf of Arthur Steinberg,
Esq., solely in his capacity as temporary receiver of Northshore Asset
Management, LLC ("Northshore"), Saldutti Capital Management, L.P. ("SCM"),
Ardent Research Partners, L.P. ("Ardent Domestic") and Ardent Research Partners,
Ltd. ("Ardent Offshore") appointed pursuant to the Order described in Item 4
("Receiver"). Receiver's business address is c/o Kaye Scholer LLP, 425 Park
Avenue, New York, NY 10022 and his principal occupation is an attorney and
partner at Kaye Scholer LLP, a law firm, at the address set forth above.
Receiver is a citizen of the United States.
During the past five years, Receiver has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in Receiver becoming 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.
During February 2005, the Court entered on the Order which, among other
things, preliminary enjoined (x) Northshore, SCM, Ardent Domestic, Ardent
Offshore, Kevin Kelley, a member and former Chief Executive Officer of
Northshore, Robert Wildeman, a member and former Chief Operating Officer of
Northshore and Glenn Sherman, a member and former President of Northshore, from
violating Section 17(a) of the Securities Act of 1933, as amended, Section 10(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Exchange Act Rule 10b-5 and (y) Northshore, SCM, Kevin Kelley, a member and
former Chief Executive Officer of Northshore, Robert Wildeman, a member and
former Chief Operating Officer of Northshore and Glenn Sherman, a member and
former President of Northshore, from violating Sections 206(1) and 206(2) of the
Investment Advisors Act of 1940, as amended. The Order is attached as an Exhibit
hereto."
Page 7 of 10 Pages
Item. 3. Source and Amount of Funds and Other Consideration
Item 3 of the Schedule 13D is amended by adding the following to the end
thereof:
"Receiver may be deemed to share beneficial ownership of the shares of
Common Stock reported herein due to being appointed Receiver of Northshore, SCM,
Ardent Domestic and Ardent Offshore. These entities and their subsidiaries and
affiliates hold the shares of Common Stock reported herein. See Item 5."
Item. 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following to the end
thereof:
"Pursuant to an order of the United States District Court for the Southern
District of New York (the "Court"), dated February 16, 2005, in connection with
the Securities and Exchange Commission v. Northshore, SCM, Ardent Domestic,
Ardent Offshore, Kevin Kelley, Robert Wildeman, and Glenn Sherman (the "Order"),
Arthur Steinberg, Esq. was appointed to act as temporary receiver for
Northshore, SCM, Ardent Domestic and Ardent Offshore. Receiver's appointment was
made to (1) preserve the status quo, (2) ascertain the financial condition of
Northshore, SCM, Ardent Domestic and Ardent Offshore, and the disposition of
investor funds, (3) prevent further dissipation of Northshore's, SCM's, Ardent
Domestic's and Ardent Offshore's property and assets, to prevent loss, damage,
and injury to investors, (4) preserve Northshore's, SCM's, Ardent Domestic's and
Ardent Offshore's books, records, and documents, and (5) be available to respond
to investor inquiries.
To effectuate the foregoing, Receiver was empowered under the Order to,
among other things, take and retain immediate possession and control of all of
Northshore's, SCM's, Ardent Domestic's and Ardent Offshore's (and their
respective subsidiaries' and affiliates') assets and property, and all books,
records, and documents of Northshore, SCM, Ardent Domestic and Ardent Offshore
(and their respective subsidiaries and affiliates), and all of Northshore's,
SCM's, Ardent Domestic's and Ardent Offshore's (and their respective
subsidiaries' and affiliates') rights and powers with respect thereto.
A copy of the Order is attached hereto.
Due to the powers and authority conveyed upon Receiver by the Order,
Receiver may be deemed to share beneficial ownership of the shares of Common
Stock reported herein. See Item 5.
Receiver, Northshore, Astor, Circle Trust, Ardent Domestic, Ardent
Offshore and NSCT, LLC may from time to time or at any time dispose of some or
all of the shares of Common Stock reported herein after receipt of an order of
the United States District Court for the Southern District of New York
authorizing Receiver to dispose of the same. A registration statement on Form
S-1 (Registration No. 333-119668) filed with the Securities and Exchange
Commission by the Issuer with respect to, among other things, the sale of the
shares reported herein is currently effective."
Item. 5. Interest in Securities of the Issuer.
Page 8 of 10 Pages
Item 5 of the Schedule 13D is amended by adding the following to the end
thereof:
"a. Pursuant to the Order described in Item 4, Receiver may be deemed to
beneficially own 4,806,391 shares of Common Stock, which constitute
approximately 26.9% of the outstanding shares of Common Stock (based on
17,859,249 shares of Common Stock outstanding as of March 21, 2005, according to
the Issuer's most recent Form 10-Q filed March 22, 2005) due to the following:
(i) 3,558,347 shares of Common Stock held by Northshore for the account of Astor
Fund LLC, a Delaware limited liability company managed by Northshore ("Astor"),
(ii) 1,000,000 shares of Common Stock held by Circle Trust Company, a subsidiary
of NSCT, LLC, which in turn is a subsidiary of Northshore ("Circle Trust"), and
(iii) 248,044 shares of Common Stock held by Ardent Domestic and Ardent
Offshore, investment funds that are managed by SCM, which is owned by
Northshore.
Receiver may be deemed to beneficially own 3,558,347 shares of Common
Stock held by Astor, which are held for Astor's account by Northshore. Such
shares which constitute approximately 19.9% of the outstanding shares of Common
Stock (based on 17,859,249 shares of Common Stock outstanding as of March 21,
2005, according to the Issuer's most recent Form 10-Q filed March 22, 2005).
Receiver may be deemed to beneficially own 1,000,000 shares of Common
Stock held by Circle Trust (NSCT, LLC may also be deemed the beneficial owner of
such shares as Circle Trust is its subsidiary), which constitute approximately
5.6% of the outstanding shares of Common Stock (based on 17,859,249 shares of
Common Stock outstanding as of March 21, 2005, according to the Issuer's most
recent Form 10-Q filed March 22, 2005).
Receiver may be deemed to beneficially own 248,044 shares of Common Stock
held by Ardent Domestic and Ardent Offshore, which constitute approximately .01%
of the outstanding shares of Common Stock (based on 17,859,249 shares of Common
Stock outstanding as of March 21, 2005, according to the Issuer's most recent
Form 10-Q filed March 22, 2005).
b. Receiver may be deemed to have shared power to direct the voting and
disposition of 4,806,391 shares held in the aggregate by Northshore, Astor,
NSCT, LLC, Circle Trust, Ardent Domestic and Ardent Offshore and those entities
may be deemed to have shared power to direct the voting and disposition with
Receiver of the shares of Common Stock held thereby.
c. Mr. Steinberg was appointed Receiver pursuant to the Order on February
16, 2005."
Item. 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is amended by adding the following to the end
thereof:
"For a description of the Order see Item 5. The Order is attached as an
Exhibit hereto."
Item. 7. Material to be Filed as Exhibits.
Page 9 of 10 Pages
Item 7 of the Schedule 13D is amended by adding the following to the end
thereof:
"The following additional documents are filed as exhibits to this Schedule
13D:
a. Order of the United States District Court for the Southern District of
New York, dated February 16, 2005.
b. Joint Filing Agreement."
Page 10 of 10 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
current.
April 7, 2005
ARTHUR STEINBERG, as Receiver of Northshore
Asset Management, LLC, and such of their
affiliates and subsidiaries to the extent
contemplated by the Order dated February 16,
2005 entered in the Receivership case pending
in the United States District Court for the
Southern District of New York
By: /s/ Arthur Steinberg
--------------------------------------
Name: Arthur Steinberg
Title: Temporary Receiver
EX-99.A
2
y07671exv99wa.txt
ORDER OF THE UNITED STATES DISTRICT COURT
EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------------ X
SECURITIES AND EXCHANGE COMMISSION, :
:
Plaintiff, :
:
- against - :
:
NORTHSHORE ASSET MANAGEMENT, LLC., : 05 Civ.
ARDENT RESEARCH PARTNERS L.P., :
ARDENT RESEARCH PARTNERS LTD., :
SALDUTTI CAPITAL MANAGEMENT, L.P., :
KEVIN KELLEY, ROBERT WILDEMAN, :
and GLENN SHERMAN, :
:
Defendants. :
------------------------------------------------------------ X
ORDER TO SHOW CAUSE,
TEMPORARY-RESTRAINING ORDER,
AND ORDER FREEZING ASSETS AND GRANTING OTHER RELIEF
On the Application of Plaintiff Securities and Exchange Commission
(the "Commission") for an Order:
(1) directing Defendants Northshore Asset Management, LLC
("Northshore"), Ardent Research Partners L.P. ("Ardent Domestic"), Ardent
Research Partners Ltd. ("Ardent Offshore"), Saldutti Capital Management, L.P.
("SCM"), Kevin Kelley ("Kelley"), Robert Wildeman ("Wildeman"), and Glenn
Sherman ("Sherman") (collectively, "the Defendants") to show cause why an order
should not be entered, pending a final disposition of this action:
(a) preliminarily enjoining
(i) the Defendants from violating Section 17(a) of the
Securities Act of 1933 ("Securities Act"), 15 U.S.C. Section 77q(a);
Section 10(b) of the
Page 1
Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. Section
78j(b), and Exchange Act Rule 10b-5, 17 C.F.R. Section 240.10b-5; and
(ii) Defendants Northshore, SCM, Kelley, Wildeman and
Sherman from violating Sections 206(1) and 206(2) of the Investment
Advisers Act of 1940 ("Advisers Act"), 15 U.S.C. Sections 80b-6(1) and
80b-6(2);
(b) freezing the Defendants' assets as specified herein;
(c) appointing a receiver for Northshore, SCM, Ardent
Domestic, and Ardent Offshore;
(d) directing each of the Defendants to provide verified
accountings immediately; and
(e) prohibiting the destruction or alteration of documents.
(2) pending adjudication of the foregoing, an Order
(a)temporarily restraining the Defendants from violating the
aforementioned statutes and rules;
(b) temporarily enjoining the Defendants, and their agents,
employees, attorneys, or other professionals, and anyone acting in concert with
them, from prosecuting or otherwise taking or continuing any action in the
Bankruptcy Court for the Northern District of Illinois.
(c) freezing the Defendants' assets as specified herein;
(d) appointing a temporary receiver for Northshore, SCM,
Ardent Domestic, and Ardent Offshore;
(e) directing each of the Defendants to provide verified
accountings immediately;
Page 2
(f) prohibiting the destruction and alteration of documents;
and
(g) providing that the Commission may take expedited discovery
in preparation for a hearing on this Order to Show Cause.
The Court has considered (1) the Complaint filed by the Commission
on February 15, 2005; (2) the Declaration of Andrea Hart, executed on February
15, 2005; and (3) the memorandum of law in support of Plaintiff Commission's
application.
Based upon the foregoing documents, the Court finds that a proper
showing, as required by Section 20(b) of the Securities Act, Section 21(d) of
the Exchange Act, and Section 209 of the Advisers Act, has been made for the
relief granted herein, for the following reasons:
1. It appears from the evidence presented that
(a) the Defendants have violated, and, unless temporarily
restrained, will continue to violate, Section 17(a) of the Securities Act, and
Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, as charged in the
Complaint;
(b) Defendants Northshore and SCM have violated, and
Defendants Kelley, Wildeman, and Sherman have aided and abetted Defendants'
Northshore's and SCM's violations, and unless temporarily restrained, will
continue to violate, or aid and abet violations of, Sections 206(1) and 206(2)
of the Advisers Act, as charged in the Complaint.
2. It appears that an order freezing the Defendants' assets, as
specified herein, is necessary to preserve the status quo, and to protect this
Court's ability to award equitable relief in the form of disgorgement of illegal
profits from fraud and civil penalties, and to preserve the Court's ability to
approve a fair distribution for victims of the fraud.
Page 3
3. It appears that an order requiring each of the Defendants to
provide a verified accounting of all assets, money and property held directly or
indirectly by each of the Defendants, or by others for each of their direct and
indirect beneficial interest, is necessary to effectuate and ensure compliance
with the freeze imposed on the Defendants' assets.
4. It appears that the Defendants may attempt to destroy, alter or
conceal documents.
5. It appears that the appointment of a temporary receiver is
necessary to (i) preserve the status quo, (ii) ascertain the true financial
condition of Northshore, SCM, Ardent Domestic, and Ardent Offshore and the
disposition of investor funds, (iii) prevent the further misappropriation or
misuse of the property and assets of Northshore, SCM, Ardent Domestic, and
Ardent Offshore, (iv) prevent the encumbrance or disposal of property or assets
of Northshore, SCM, Ardent Domestic, and Ardent Offshore, (v) bring Northshore,
SCM, Ardent Domestic, and Ardent Offshore into compliance with the law, and (vi)
prevent the Defendants, their attorneys and agents, from utilizing the Chapter
11 bankruptcy process to dissipate or otherwise dispose of the assets of
Northshore, SCM, Ardent Domestic, and Ardent Offshore.
6. Good and sufficient reasons have been shown why procedures other
than by notice of motion is necessary.
7. This Court has jurisdiction over the subject matter of this
action and over the Defendants, and venue properly lies in this District.
Page 4
NOW, THEREFORE,
I.
IT IS HEREBY ORDERED that the Defendants show cause, if there
be any, to this Court at ____ _.m. on the ____ day of __________ 2005, in Room
_____ of the United States Courthouse, ____________________, New York, New York
10007 why this Court should not enter an Order pursuant to Rule 65 of the
Federal Rules of Civil Procedure, Section 20 of the Securities Act, Section 21
of the Exchange Act, and Section 209 of the Advisers Act preliminarily enjoining
(1) the Defendants from violating Section 17(a) of the
Securities Act, Section 10(b) of the Exchange Act and
Exchange Act Rule 10b-5;
(2) Defendants Northshore, SCM, Kelley, Wildeman, and
Sherman from violating Sections 206(1) and 206(2) of the
Advisers Act.
II.
IT IS FURTHER ORDERED that the Defendants show cause at that
time why this Court should not also enter an Order directing that, pending a
final disposition of this action, the Defendants, and each of their financial
and brokerage institutions, officers, agents, servants, employees,
attorneys-in-fact, and those persons in active concert or participation with
them who receive actual notice of such Order by personal service, facsimile
service or otherwise, and each of them, hold and retain within their control,
and otherwise prevent, any withdrawal, transfer, pledge, encumbrance,
assignment, dissipation, concealment or other disposal of any assets, funds, or
other property (including money, real or personal property, securities,
commodities, choses in action or other property of any kind whatsoever) of, held
by, or under the control of the Defendants, whether held in any of their names
or for any of their direct or indirect beneficial
Page 5
interest wherever situated, including, but not limited to, all assets, funds, or
other properties held in the following accounts:
ACCOUNT NUMBER INSTITUTION NAME OF ACCOUNT HOLDER
------------------------ --------------------------------- ---------------------------------
118-12973-1-6 Banc of America Securities Ardent Research Partners, L.P.
118-01408-1-4 Banc of America Securities Ardent Research Partners, L.P.
66198038 Citigroup Global Markets, Inc. Ardent Research Partners, L.P.
522-43132-1-2 JP Morgan Chase & Co. Ardent Research Partners, L.P.
313-12985-1-9 Banc of America Securities Ardent Research Partners, Ltd.
313-13072-1-1 Banc of America Securities Ardent Research Partners, Ltd.
7210023771 Harris Bank Northshore Asset Management, LLC
071 000 770 533 034 3739 American National Bank & Trust Co Northshore Asset Management, LLC
970 01963 Jeffries & Co. Securities Northshore Asset MGMT LLC
970 02168 Jeffries & Co. Securities Northshore Asset MGMT LLC
374-66019 Jeffries & Co. Securities Ardent Research
374-66019 Nations Banc Montgomery Sec Ardent Research
374-66019 Prime Brokerage Service Ardent Research
III.
IT IS FURTHER ORDERED that the Defendants show cause at that
time why this Court should not also enter an Order directing that they each file
with this Court and serve upon Plaintiff Commission, within three (3) business
days, or within such extension of time as the Commission agrees to, a verified
written accounting, signed by each of the Defendants, and under penalty of
perjury, of:
(1) All assets, liabilities and property currently held,
directly or indirectly, by or for the benefit of the
Defendants, including, without limitation, bank
accounts, brokerage accounts, investments, business
interests, loans, lines of credit, and real and personal
property wherever situated, describing each asset and
liability, its current location and amount;
Page 6
(2) All money, property, assets and income received by the
Defendants and each of them, or for their direct or
indirect benefit, at any time from January 1, 2003
through the date of such accounting, describing the
source, amount, disposition and current location of each
of the items listed;
(3) The names and last known addresses of all bailees,
debtors, and other persons and entities that currently
are holding the assets, funds or property of the
Defendants; and
(4) All assets, funds, securities, and real or personal
property received by the Defendants, and each of them,
or any other person controlled by them, from persons who
provided money to the Defendants in connection with the
offer, purchase or sale of Ardent Domestic and Ardent
Offshore securities, from January 1, 2003 to the date of
the accounting, and the disposition of such assets,
funds, securities, real or personal property.
IV.
IT IS FURTHER ORDERED that the Defendants show cause at that
time why this Court should not also enter an Order enjoining and restraining
them, and any person or entity acting at their direction or on their behalf,
from destroying, altering, concealing or otherwise interfering with the access
of the Plaintiff Commission to any and all documents, books, and records, that
are in the possession, custody or control of the Defendants, their officers,
agents, employees, servants, accountants, financial or brokerage institutions,
or attorneys-in-fact, that refer, reflect or relate to the allegations in the
Complaint, including, without limitation, documents, books, and records
referring, reflecting or relating to the Defendants' finances or
Page 7
business operations, or the offer, purchase or sale of Ardent Domestic and
Ardent Offshore securities and the use of proceeds therefrom.
V.
IT IS FURTHER ORDERED that the Defendants show cause at that
time why this Court should not also enter an Order appointing or continuing the
appointment of a receiver for Northshore, SCM, Ardent Domestic, and Ardent
Offshore to (1) preserve the status quo, (2) ascertain the financial condition
of Northshore, SCM, Ardent Domestic, and Ardent Offshore, and the disposition of
investor funds, (3) prevent further dissipation of Northshore, SCM, Ardent
Domestic, and Ardent Offshore's property and assets, to prevent loss, damage,
and injury to investors, (4) preserve Northshore, SCM, Ardent Domestic, and
Ardent Offshore's books, records, and documents, and (5) be available to respond
to investor inquiries. To effectuate the foregoing, the temporary receiver would
be empowered to:
(a) Take and retain immediate possession and control of all
of Northshore, SCM, Ardent Domestic, and Ardent
Offshore's (and each's subsidiaries and affiliates,
including, but not limited to, NSCT, LLC; NSCT, LLC-CTC;
Astor Fund, LLC; NS Global Opp Fund; NS Special
Situation Fund I; and NSAM Partners) assets and
property, and all books, records, and documents of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners), and all of Northshore, SCM, Ardent
Domestic, and Ardent Offshore's (and each's subsidiaries
and affiliates, including, but not limited to, NSCT,
LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund;
NS Special
Page 8
Situation Fund I; and NSAM Partners) rights and powers
with respect thereto;
(b) Have exclusive control of, and be made the sole
authorized signatory for, all accounts at any bank,
brokerage firm or financial institution that has
possession or control of any assets or funds of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners);
(c) Pay from available funds necessary business expenses
required to preserve Northshore, SCM, Ardent Domestic,
and Ardent Offshore's (and each's subsidiaries and
affiliates, including, but not limited to, NSCT, LLC;
NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund; NS
Special Situation Fund I; and NSAM Partners) assets and
property, including the books, records, and documents of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners), notwithstanding the asset freeze
imposed by paragraph II, above;
(d) Take preliminary steps to locate assets that may have
been conveyed to third parties or otherwise concealed;
(e) Take preliminary steps to ascertain the disposition and
use of funds obtained by Northshore, SCM, Ardent
Domestic, and Ardent Offshore
Page 9
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners) resulting from the sale of securities
issued by Ardent Domestic and Ardent Offshore;
(f) Engage and employ persons, including accountants,
attorneys and experts, to assist in the carrying out of
the temporary receiver's duties and responsibilities
hereunder;
(g) Appear in the Bankruptcy Court in the Northern District
of Illinois and take all necessary actions to preserve
the assets of Northshore, SCM, Ardent Domestic, and
Ardent Offshore (and each's subsidiaries and affiliates,
including, but not limited to, NSCT, LLC; NSCT, LLC-CTC;
Astor Fund, LLC; NS Global Opp Fund; NS Special
Situation Fund I; and NSAM Partners), and if
appropriate, to determine whether to prosecute or seek
dismissal of the Chapter 11 case in the Northern
District of Illinois, file for relief and protection
under the United States Bankruptcy Code on behalf of
Ardent Domestic and Ardent Offshore (and each's
subsidiaries and affiliates) after notice to all parties
in this action;
(h) Make, demand, file or otherwise handle any claim under
any insurance policy held by or issued on behalf of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners), their officers, directors, agents,
employees, trustees or other person
Page 10
affiliated with them, and to take any and all steps in
connection with such policies;
(i) Take discovery in this action without further order of
the Court; and
(j) Take such further action as the Court shall deem
equitable, just and appropriate under the circumstances
upon proper application of the temporary receiver.
VI.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for Preliminary Injunction, the
Defendants, and each of them, their agents, servants, employees, and
attorneys-in-fact, and those persons in active concert or participation with
them who receive actual notice of this Order by personal service, facsimile
service, or otherwise, are temporarily restrained from, directly or indirectly,
singly or in concert, in the offer or sale of any security, by use of any means
or instruments of transportation or communication in interstate commerce or by
use of the mails:
(a) employing any device, scheme or artifice to defraud;
(b) obtaining money or property by means of an untrue
statement of material fact or omitting to state a
material fact necessary to make the statements made, in
light of the circumstances under which they were made,
not misleading; and
(c) engaging in any transaction, practice or course of
business which operates or would operate as a fraud or
deceit upon the purchaser, in violation of Section 17(a)
of the Securities Act.
Page 11
VII.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for Preliminary Injunction, the
Defendants, and each of them, their agents, servants, employees, and
attorneys-in-fact, and those persons in active concert or participation with
them who receive actual notice of this Order by personal service, facsimile
service, or otherwise, are temporarily restrained from, directly or indirectly,
singly or in concert, in connection with the purchase or sale of any security,
by use of the means or instrumentalities of interstate commerce, or of the
mails, or of any facility of any national securities exchange:
(a) employing any device, scheme, or artifice to defraud;
(b) making any untrue statement of a material fact or
omitting to state a material fact necessary in order to
make the statements made, in light of the circumstances
under which they were made, not misleading; or
(c) engaging in any act, practice or course of business
which operates or would operate as a fraud or deceit
upon any person,
in violation of Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder.
VIII.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for Preliminary Injunction, the
Defendants, and each of them, their agents, servants, employees, and
attorneys-in-fact, and those persons in active concert or participation with
them who receive actual notice of this Order by personal service, facsimile
service, or otherwise, are temporarily restrained from, directly or indirectly,
singly or in concert, while acting as an investment adviser or associated person
of an investment adviser, by the use of any means or instrumentality of
interstate commerce, or of the mails:
Page 12
(a) employing any device, scheme, or artifice to defraud any
client or prospective client; or
(b) engaging in any transaction, practice, or course of
business which operates or would operate as a fraud or
deceit upon any client or prospective client,
in violation of Sections 206(1) and 206(2) of the Advisers Act.
IX.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for a Preliminary Injunction, the
Defendants, and each of their financial and brokerage institutions, officers,
agents, servants, employees, attorneys-in-fact, and those persons in active
concert or participation with them who receive actual notice of such Order by
personal service, facsimile service or otherwise, and each of them, hold and
retain within their control, and otherwise prevent, any withdrawal, transfer,
pledge, encumbrance, assignment, dissipation, concealment or other disposal of
any assets, funds, or other property (including money, real or personal
property, securities, commodities, choses in action or other property of any
kind whatsoever) of, held by, or under the control of the Defendants, whether
held in any of their names or for any of their direct or indirect beneficial
interest wherever situated, including, but not limited to, all assets, funds, or
other properties held in the following accounts:
ACCOUNT NUMBER INSTITUTION NAME OF ACCOUNT HOLDER
------------------------ --------------------------------- ------------------------------
118-12973-1-6 Banc of America Securities Ardent Research Partners, L.P.
118-01408-1-4 Banc of America Securities Ardent Research Partners, L.P.
66198038 Citigroup Global Markets, Inc. Ardent Research Partners, L.P.
522-43132-1-2 JP Morgan Chase & Co. Ardent Research Partners, L.P.
313-12985-1-9 Banc of America Securities Ardent Research Partners, Ltd.
313-13072-1-1 Banc of America Securities Ardent Research Partners, Ltd.
7210023771 Harris Bank Northshore Asset Management, LLC
Page 13
ACCOUNT NUMBER INSTITUTION NAME OF ACCOUNT HOLDER
------------------------ --------------------------------- ------------------------------
071 000 770 533 034 3739 American National Bank & Trust Co Northshore Asset
Management, LLC
970 01963 Jeffries & Co. Securities Northshore Asset
MGMT LLC
970 02168 Jeffries & Co. Securities Northshore Asset
MGMT LLC
374-66019 Jeffries & Co. Securities Ardent Research
374-66019 Nations Banc Montgomery Sec Ardent Research
374-66019 Prime Brokerage Service Ardent Research
X.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for a Preliminary Injunction, the
Defendants file with this Court and serve upon Plaintiff Commission, within
three (3) business days, or within such extension of time as the Commission
agrees to, a verified written accounting signed by each of the Defendants under
penalty of perjury, of:
(1) All assets, liabilities and property currently held,
directly or indirectly, by or for the benefit of the
Defendants, including, without limitation, bank
accounts, brokerage accounts, investments, business
interests, loans, lines of credit, and real and personal
property wherever situated, describing each asset and
liability, its current location and amount;
(2) All money, property, assets and income received by the
Defendants, and each of them, or for their direct or
indirect benefit, at any time from January 1, 2003
through the date of such accounting, describing the
source, amount, disposition and current location of each
of the items listed;
Page 14
(3) The names and last known addresses of all bailees,
debtors, and other persons and entities that currently
are holding the assets, funds or property of the
Defendants; and
(4) All assets, funds, securities, and real or personal
property received by the Defendants, and each of them,
or any other person controlled by them, from persons who
provided money to the Defendants in connection with the
offer, purchase or sale of Ardent Domestic and Ardent
Offshore securities, from January 1, 2003 to the date of
the accounting, and the disposition of such assets,
funds, securities, real or personal property.
XI.
IT IS FURTHER ORDERED that, pending a hearing and
determination of the Commission's Application for a Preliminary Injunction, the
Defendants, and any person or entity acting at their direction or on their
behalf, be and hereby are enjoined and restrained from destroying, altering,
concealing or otherwise interfering with the access of Plaintiff Commission to
any and all documents, books, and records that are in the possession, custody or
control of the Defendants, their officers, agents, employees, servants,
accountants, financial or brokerage institutions, or attorneys-in-fact, that
refer, reflect or relate to the allegations in the Complaint, including, without
limitation, documents, books and records referring, reflecting or relating to
the Defendants' finances or business operations, or the offer, purchase, or sale
of Ardent Domestic and Ardent Offshore securities and the use of proceeds
therefrom.
XII.
IT IS FURTHER ORDERED, that Arthur Steinberg, Esq., pending
further order of this Court, be and hereby is appointed to act as temporary
receiver for Northshore, SCM, Ardent Domestic, and Ardent Offshore to (1)
preserve the status quo, (2) ascertain the financial
Page 15
condition of Northshore, SCM, Ardent Domestic, and Ardent Offshore, and the
disposition of investor funds, (3) prevent further dissipation of Northshore's,
SCM's, Ardent Domestic's, and Ardent Offshore's property and assets, to prevent
loss, damage, and injury to investors, (4) preserve Northshore, SCM, Ardent
Domestic, and Ardent Offshore's books, records, and documents, and (5) be
available to respond to investor inquiries. To effectuate the foregoing, the
temporary receiver is hereby empowered to:
(a) Take and retain immediate possession and control of all
of Northshore, SCM, Ardent Domestic, and Ardent
Offshore's (and each's subsidiaries and affiliates,
including, but not limited to, NSCT, LLC; NSCT, LLC-CTC;
Astor Fund, LLC; NS Global Opp Fund; NS Special
Situation Fund I; and NSAM Partners) assets and
property, and all books, records, and documents of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners), and all of Northshore, SCM, Ardent
Domestic, and Ardent Offshore's (and each's subsidiaries
and affiliates, including, but not limited to, NSCT,
LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund;
NS Special Situation Fund I; and NSAM Partners) rights
and powers with respect thereto;
(b) Have exclusive control of, and be made the sole
authorized signatory for, all accounts at any bank,
brokerage firm or financial institution that has
possession or control of any assets or funds of
Northshore, SCM, Ardent
Page 16
Domestic, and Ardent Offshore (and each's subsidiaries
and affiliates, including, but not limited to, NSCT,
LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund;
NS Special Situation Fund I; and NSAM Partners);
(c) Pay from available funds necessary business expenses
required to preserve Northshore's, SCM's, Ardent
Domestic's, and Ardent Offshore's (and each's
subsidiaries and affiliates, including, but not limited
to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global
Opp Fund; NS Special Situation Fund I; and NSAM
Partners) assets and property, including the books,
records, and documents of Northshore, SCM, Ardent
Domestic, and Ardent Offshore (and each's subsidiaries
and affiliates, including, but not limited to, NSCT,
LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund;
NS Special Situation Fund I; and NSAM Partners),
notwithstanding the asset freeze imposed by paragraph
IX, above;
(d) Take preliminary steps to locate assets that may have
been conveyed to third parties or otherwise concealed;
(e) Take preliminary steps to ascertain the disposition and
use of funds obtained by Northshore, SCM, Ardent
Domestic, and Ardent Offshore (and each's subsidiaries
and affiliates, including, but not limited to, NSCT,
LLC; NSCT, LLC-CTC; Astor Fund, LLC; NS Global Opp Fund;
NS Special Situation Fund I; and NSAM Partners)
resulting from the sale of securities issued by Ardent
Domestic and Ardent Offshore;
Page 17
(f) Engage and employ persons, including accountants,
attorneys and experts, to assist in the carrying out of
the temporary receiver's duties and responsibilities
hereunder;
(g) Appear in the Bankruptcy Court in the Northern District
of Illinois and take all necessary actions to preserve
the assets of Northshore, SCM, Ardent Domestic, and
Ardent Offshore (and each's subsidiaries and affiliates,
including, but not limited to, NSCT, LLC; NSCT, LLC-CTC;
Astor Fund, LLC; NS Global Opp Fund; NS Special
Situation Fund I; and NSAM Partners), and if
appropriate, to determine whether to prosecute or seek
dismissal of the Chapter 11 case in the Northern
District of Illinois, file for relief and protection
under the Federal Bankruptcy Code on behalf of Ardent
Domestic and Ardent Offshore (and each's subsidiaries
and affiliates) after notice to all parties in this
action;
(h) Make, demand, file or otherwise handle any claim under
any insurance policy held by or issued on behalf of
Northshore, SCM, Ardent Domestic, and Ardent Offshore
(and each's subsidiaries and affiliates, including, but
not limited to, NSCT, LLC; NSCT, LLC-CTC; Astor Fund,
LLC; NS Global Opp Fund; NS Special Situation Fund I;
and NSAM Partners), their officers, directors, agents,
employees, trustees or other person affiliated with
them, and to take any and all steps in connection with
such policies;
(i) Take discovery in this action without further order of
the Court; and
Page 18
(j) Take such further action as the Court shall deem
equitable, just and appropriate under the circumstances
upon proper application of the temporary receiver.
XIII.
IT IS FURTHER ORDERED that the temporary receiver and all
persons who may be engaged or employed by the temporary receiver to assist him
in carrying out his duties and obligations hereunder shall not be liable for any
act or omission of the temporary receiver or such person, respectively, or any
of their partners, employees, or agents, unless it shall be proven that the
temporary receiver or such other person in bad faith acted or omitted to act.
This provision shall apply to claims based on conduct during the term of any
agreement that may be entered into between the temporary receiver and any other
person who may be engaged or employed by the temporary receiver hereunder, even
if such claims are filed after the termination of any such agreement.
XIV.
IT IS FURTHER ORDERED that the Northshore, Ardent Domestic,
Ardent Offshore and SCM shall pay the reasonable costs, fees and expenses of the
temporary receiver incurred in connection with the performance of his respective
duties described herein, including, but not limited to, the reasonable costs,
fees and expenses of all persons who may be engaged or employed by the temporary
receiver to assist him in carrying out his duties and obligations. The temporary
receiver shall be compensated at a rate of $500 per hour for receivership work,
$695 for legal services. All applications for costs, fees and expenses of the
temporary receiver and those employed by him shall be made by application to the
Court setting forth in reasonable detail the nature of such costs, fees and
expenses.
Page 19
XV.
IT IS FURTHER ORDERED that discovery is expedited as follows:
pursuant to Rules 26, 30, 31, 33, 34, 36 and 45 of the Federal Rules of Civil
Procedure ("F.R.C.P."), and without the requirement of a meeting pursuant to
F.R.C.P. 26(f), the Commission may:
(1) Take depositions, subject to three (3) days' notice by
facsimile or otherwise;
(2) Obtain the production of documents, within three (3)
days from service by facsimile or otherwise of a request
or subpoena, from the Defendants, or any other persons
or entities, including non-party witnesses;
(3) Obtain other discovery from the Defendants, including
further interrogatories and requests for admissions,
within three (3) days from the date of service by
facsimile or otherwise of such other discovery requests,
interrogatories, or requests for admissions; and
(4) Service of any discovery requests, notices, or subpoenas
may be made by personal service, facsimile, overnight
courier, or first-class mail.
XVI.
IT IS FURTHER ORDERED that a copy of this Order and the papers
supporting the Commission's Application be served upon the Defendants on or
before 5:00 p.m., January 17, 2005, by personal delivery, facsimile, overnight
courier, or first-class mail.
XVII.
IT IS FURTHER ORDERED that the Defendants shall deliver any
opposing papers by hand in response to the Order to Show Cause above no later
than February 24, 2005, at 4:00 p.m. Service shall be made by delivering the
papers, by that date and time, to the Northeast Regional Office of the
Commission at 233 Broadway, 6th Floor, New York, New York 10279,
Page 20
Attn: Jack Kaufman, Esq., or such other place as counsel for the Commission may
direct in writing. The Commission shall serve, on the Commission on the return
date, any reply papers upon the Defendants, or upon their counsel, if counsel
shall have made an appearance in this action then.
XVIII.
IT IS FURTHER ORDERED that this Order shall be, and is,
binding upon the Defendants, and each of their officers, agents, servants,
employees and attorneys-in-fact, and those persons in active concert or
participation with them who receive actual notice of this Order by personal
service, facsimile service, or otherwise.
________________________________
UNITED STATES DISTRICT JUDGE
Issued at: 3:10 p.m.
February 16, 2005
New York, New York
Page 21
EX-99.B
3
y07671exv99wb.txt
JOINT FILING AGREEMENT
EXHIBIT B
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Startech Environmental Corporation or any subsequent acquisitions or
dispositions of equity securities of Startech Environmental Corporation by any
of the undersigned.
Dated: April 7, 2005
ARTHUR STEINBERG, as Receiver of Northshore
Asset Management, LLC, and such of their
affiliates and subsidiaries to the extent
contemplated by the Order dated February 16,
2005 entered in the Receivership case pending
in the United States District Court for the
Southern District of New York
By: /s/ Arthur Steinberg
-------------------------------------
Name: Arthur Steinberg
Title: Receiver