-----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, Dk+m5uBl6BKRBkZZ7nonc9RHF5BOVhXLsFFcyArP8G3hQCJvGRgotQkLa1c0UNHN +oKQGnlWNoR4xOOxlfAQLA== 0000899243-03-000274.txt : 20030214 0000899243-03-000274.hdr.sgml : 20030214 20030214101431 ACCESSION NUMBER: 0000899243-03-000274 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENGLOBAL CORP CENTRAL INDEX KEY: 0000933738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 880322261 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50753 FILM NUMBER: 03563232 BUSINESS ADDRESS: STREET 1: 600 CENTURY PLZ STREET 2: BLDG 140 CITY: HOUSTON STATE: TX ZIP: 77073-6033 BUSINESS PHONE: 2818213200 MAIL ADDRESS: STREET 1: 600 CENTURY PLAZA DR STREET 2: BLDG 140 CITY: HOUSTON STATE: TX ZIP: 77073-6033 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL DATA SYSTEMS CORP DATE OF NAME CHANGE: 19970123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURROW MICHAEL L CENTRAL INDEX KEY: 0001063969 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2727 NORTH LOOP WEST STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77009 BUSINESS PHONE: 7138806200 MAIL ADDRESS: STREET 1: 2727 NORTH LOOP WEST SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77009 SC 13G/A 1 dsc13ga.txt SCHEDULE 13G/A FOR MICHAEL BURROW U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* ENGLOBAL CORPORATION (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 293306106 (CUSIP Number) HULDA L. COSKEY 600 Century Plaza Drive Building 140 Houston, Texas 77073-6033 (281) 821-3200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) December 31, 2002 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * 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). 1 CUSIP NO. 293306106 ------------ - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or IRS Identification No. of Above Person Michael L. Burrow Intentionally omitted - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- 5. Sole Voting Power NUMBER OF 1,306,983* SHARES ------------------------------------------------------------- BENEFICIALLY 6. Shared Voting Power OWNED BY 540,006** EACH ------------------------------------------------------------- REPORTING 7. Sole Dispositive Power PERSON 1,846,989*** WITH: ------------------------------------------------------------- 8. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,846,989 - -------------------------------------------------------------------------------- 10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 8.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person* IN - -------------------------------------------------------------------------------- ITEM 1. (a) Name of Issuer: ENGlobal Corporation (b) Address of Issuer's Principal Executive Offices: 600 Century Plaza Drive Building 140 Houston, Texas 77073-6033 ITEM 2. (a) Name of Persons Filing: Michael L. Burrow (b) Address of Principal Business Office or, if none, Residence: 600 Century Plaza Drive, Suite 140 Houston, Texas 77073-6033 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 293306106 2 ITEM 3. THIS STATEMENT IS NOT FILED PURSUANT TO SECTIONS 240.13d-1(g) OR 240.13d-2(b) OR (c). ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: Mr. Burrow beneficially owns both directly and indirectly, through a family limited partnership, 1,830,731 shares of the Issuer's Common Stock, of which all of these shares are subject to provisions in various agreements entered into in connection with the Merger. Mr. Burrow also holds options to acquire 12,088 shares of ENG Common Stock at $0.96 per share and options to acquire 4,170 shares of ENG Common Stock at $4.26 per share. (b) Percent of Class: 8.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1,306,983* (ii) shared power to vote or to direct the vote 540,006** (iii) sole power to dispose or to direct the disposition of 1,846,989*** (iv) shared power to dispose or to direct the disposition of - The information provided in 4(c)(iii) above includes 832,204 shares of Common Stock directly owned by Mr. Burrow and 998,527 shares of Common Stock indirectly held by Mr. Burrow as General Partner of a family limited partnership. Also included in this number are options to acquire 12,088 shares of ENG Common Stock at $0.96 per share and options to acquire 4,170 shares of ENG Common Stock at $4.26 per share, all of which are exercisable within 60 days of the date of this filing. Not included in this amount are options to acquire 1,955 shares of common stock, at an exercise price of $0.96 per share none of which will be exercisable within 60 days of the date of this report. Mr. Burrow is the Shareholder Representative under a voting agreement pursuant to which holders of 2,737,473 shares, acting by majority vote, nominate two directors for election to the Company's Board of Directors. Mr. Burrow is the beneficial owner of 540,006 of those shares. * subject to obligations in "Voting Agreement" relating solely to election of directors ** subject to obligations in "Voting Agreement (Significant PEI Shareholders)" and "Escrow Agreements" in connection with the merger of Petrocon Engineering, Inc. into a subsidiary of Issuer (the "Merger"). 3 *** subject to provisions in various agreements entered into in connection with the Merger. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATIONS: Not applicable SIGNATURES 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: February 13, 2003 /s/ Michael L. Burrow - ----------------------------------------------------- Michael L. Burrow 4 -----END PRIVACY-ENHANCED MESSAGE-----