-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, r44ZUEL/3FIJPx/Kzte2KoRTorfN6htI78imfSzGkfk1JRrwcpCjIWcVpY1VDHDz G3sVQHUk9/xWtBK69QcUcQ== 0000912057-95-005298.txt : 199507120000912057-95-005298.hdr.sgml : 19950712 ACCESSION NUMBER: 0000912057-95-005298 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950711 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATC ENVIRONMENTAL INC CENTRAL INDEX KEY: 0000828828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 460399408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39966 FILM NUMBER: 95553142 BUSINESS ADDRESS: STREET 1: 104 E 25TH ST 10TH FLR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2123538280 MAIL ADDRESS: STREET 1: 104 EAST 25TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUBIN MORRY CENTRAL INDEX KEY: 0000939386 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 104 EAST 25TH STREET CITY: NEW YORK STATE: NY ZIP: 10010 MAIL ADDRESS: STREET 1: 104 EAST 25TH STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* --------- ATC ENVIRONMENTAL, INC. -------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE -------------------------------------------------------- (Title of Class of Securities) 002067-10-6 -------------------------------------------------------- (CUSIP Number) STEVEN MORSE, ESQ. 111 GREAT NECK RD. GREAT NECK, N.Y. 11021 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 6/29/95 -------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Continued on following page(s)) Page 1 of 4 Pages CUSIP No. 002067-10-6 13-D Page 2 of 4 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morry Rubin ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 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.A. - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 800,490 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 800,490 -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,490 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES* None - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 4 Pages SCHEDULE 13D THIS SCHEDULE 13D IS BEING FILED AS A RESULT OF AURORA ENVIRONMENTAL INC. ("AURORA") ENTERING INTO AN AGREEMENT AND PLAN OF MERGER WITH ATC ENVIRONMENTAL INC. (THE "ISSUER") PURSUANT TO WHICH AURORA WAS MERGED INTO AND WITH THE ISSUER AS THE SURVIVING CORPORATION EFFECTIVE JUNE 29, 1995. EACH AURORA COMMON STOCKHOLDER WILL RECEIVE .545 OF A SHARE OF ATC COMMON STOCK IN EXCHANGE FOR EACH 1.0 SHARE OF AURORA COMMON STOCK. FURTHER, EACH OPTION/WARRANT HOLDER OF AURORA WILL RECEIVE A NEW ATC OPTION/WARRANT ENTITLING THE HOLDER TO PURCHASE .545 OF A SHARE OF ATC COMMON STOCK FOR EACH 1.0 SHARE OF AURORA COMMON STOCK REPRESENTED BY THE OPTION/WARRANT. FOR COMPLETE DETAILS OF THE PROPOSED MERGER, REFERENCE IS MADE TO THE ISSUER'S FORM S-4 REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OR ABOUT JANUARY 11, 1995, FILE NO. 33- 88380. ITEM 1. Security and Issuer. This statement relates to the shares of common stock, $.001 par value, of ATC Environmental Inc. (the "Issuer"). The Issuer's principal executive office is located at 104 East 25th Street, 10th Floor, New York, NY 10010. ITEM 2. Identity and Background. (a) Morry F. Rubin (b) 104 East 25th Street, 10th floor, New York, NY 10010 (c) President (d) Not applicable (e) Not applicable (f) U.S.A. Page 4 of 4 Pages ITEM 3. Source and Amount of Funds or Other Consideration Exchange of Aurora shares for ATC shares pursuant to the Merger. No other consideration will be paid in connection with the consummation of the Merger. ITEM 4. Purpose of Transactions Incorporated by reference is the Issuer's Form S-4 Registration Statement, File No. 33-88380 for a complete description of the purpose of the Merger. Except as described in the Form S-4 Registration Statement, the Issuer has no plans or proposals which relate to or result in (a) through (j) of this Item 4. ITEM 5. Interest in Securities of the Issuer (a)-(b) Morry F. Rubin directly beneficially owns 800,490 shares (representing 13.4% of the issued and outstanding shares of the Issuer), which shares he has the sole power to vote and to dispose. The aforesaid information includes 161,750 shares issuable upon exercise of certain options and is based upon a conversion ratio of .545 share of ATC Common Stock for each 1.0 share of Aurora Common Stock. (c) Effective June 29, 1995, Mr. Rubin acquired 800,490 shares including 81,750 shares issuable upon exercise of certain options. (d)-(e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. Not applicable ITEM 7. Materials to be filed as Exhibits. Agreement and Plan of Merger dated as of January 6, 1995 by and between Aurora and the Issuer (incorporated by reference to Exhibit 2(a) filed as an Exhibit to the Form S-4 Registration Statement, File No. 33-88380). 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. Dated: July 10, 1995 Reporting Person: Morry Rubin Signature: /s/ MORRY F. RUBIN ------------------ Morry F. Rubin -----END PRIVACY-ENHANCED MESSAGE-----