-----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, W2H7p7WjhE7Dc1x6P2R4y+xOeTzkmDy/bNg84EcugIO8kYPtgFQ1efFNcP5iUCjf rw483A02NJerQEc+txx4Uw== 0000919567-01-500029.txt : 20010703 0000919567-01-500029.hdr.sgml : 20010703 ACCESSION NUMBER: 0000919567-01-500029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DANZER CORP CENTRAL INDEX KEY: 0000825521 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 133431486 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40250 FILM NUMBER: 1673332 BUSINESS ADDRESS: STREET 1: 17500 YORK RD STREET 2: UNIT 1 APPLE TREE LANE CITY: HAGERSTOWN STATE: MD ZIP: 21740 BUSINESS PHONE: 3015822000 MAIL ADDRESS: STREET 1: 17500 YORK RD STREET 2: UNIT 1 APPLE TREE LANE CITY: HAGERTOWN STATE: MD ZIP: 21740 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AFFILIATED NATIONAL INC DATE OF NAME CHANGE: 19890716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND RUSSELL CENTRAL INDEX KEY: 0001132090 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STREET 2: STE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STREET 2: STE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D/A 1 danzer13d1rcfinal.txt RC FINAL DANZER 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 DANZER CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 23700P109 - -------------------------------------------------------------------------------- (CUSIP Number) Norman R. Miller, Esq. Kirkpatrick & Lockhart LLP 1717 Main Street, Suite 3100 Dallas, TX 75201-4681 (214) 939-4906 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 2001 - -------------------------------------------------------------------------------- (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 [_] (Continued on following pages) SCHEDULE 13D CUSIP No. 25469V102 --------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER G. Russell Cleveland ###-##-#### ------------------------------------------------------------------------------- 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 ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 88,000 - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER None - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 88,000 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,000 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.495% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock ("Common Shares") of Danzer Corporation (the "Company"). The principal executive offices of the Company are located at 17500 York Road, Hagerstown, Maryland 21740. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by G. Russell Cleveland. Mr. Cleveland is the President and CEO of Renaissance Capital Group, Inc., the former managing general partner of Renaissance Capital Partners, Ltd. (the "Partnership"). (b) The business address of Mr. Cleveland is c/o Renaissance Capital Group, Inc., 8080 North Central Expressway, Suite 210, LB-59, Dallas, Texas 75206. (c) The Reporting Person has not been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). (e) The Reporting Person was not during the last five years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. (f) Mr. Cleveland is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The total amount of funds required by Mr. Cleveland to acquire the securities reported in Item 5(a) was $38,216.95. The source of such funds was personal funds. ITEM 4. PURPOSE OF THE TRANSACTION (a) Record Ownership. The Reporting Person acquired beneficial ownership of 88,000 Common Shares reported in Item 5(a) in the ordinary course of business for purposes of investment. (b) Termination of Irrevocable Proxy. On December 22, 2000, an Irrevocable Proxy Agreement was entered into by and among the Company, the Partnership, and Russell Cleveland. On June 22, 2001, Russell Cleveland terminated such Irrevocable Proxy and caused the shares of the Company's common stock previously held by the Partnership to be distributed to the Partners. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) G. Russell Cleveland beneficially owns 88,000 shares. Based upon information contained in the Company's most recent public filing containing such information filed with the Securities and Exchange Commission, the Common Shares owned of record by Russell Cleveland represent approximately 0.459% of the outstanding Common Shares. (b) Mr. Cleveland has the sole power to vote 88,000 Common Shares and the sole power to dispose of 88,000 Common Shares. (c) No transaction in the Common Shares was effected by the Reporting Person during the past 60 days, except for the termination of the Irrevocable Proxy Agreement and the distribution of the Company's Common Shares to the Partners. (d) No person other than Russell Cleveland has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Russell Cleveland. (e) Russell Cleveland ceased to be the beneficial owner of more than five percent of the Company's Common Shares on or about June 22, 2001. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Notice of Termination of Irrevocable Proxy Agreement dated December 22, 2000, among G. Russell Cleveland, Renaissance Capital Partners, Ltd. and Danzer Corporation. 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 as of this 2nd day of July 2001. /S/ ------------------------------------------- G. Russell Cleveland EXHIBIT 1 Termination of Irrevocable Proxy June 21, 2001 Ms. Gina Hardin STOCKTRANS, INC. 44 West Lancaster Avenue Ardmore, PA 19003 Re: Irrevocable Proxy Agreement Between G. Russell Cleveland and Renaissance Capital Partners, Ltd with respect to 11,719,110 shares of the Common Stock, $0.0001 par value per share of Danzer Corporation, a New York Corporation Dear Ms. Hardin: This letter serves as my written notice of termination of that certain Irrevocable Proxy Agreement (the "Agreement") between G. Russell Cleveland and Renaissance Capital Partners, Ltd ("Renaissance") with respect to 11,719,110 shares of the Common Stock, $0.0001 par value per share of Danzer Corporation, a New York Corporation. I have enclosed the Agreement with this letter. This notice officially terminates the Agreement pursuant to section 5(iv) of the Agreement. As the Agreement is now at an end, I would ask that you immediately distribute the 11,719,110 shares of Danzer to the Renaissance limited partners in their name. You should be receiving a legal opinion and updated distribution list from Jeff Sone, counsel for Danzer, allowing you to distribute almost all of the shares without legend. If you need further information or have questions please call John Schmit in my office. Sincerely, /S/ Russell Cleveland Enclosure -----END PRIVACY-ENHANCED MESSAGE-----