UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
(AMENDMENT No. 4)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)
THE CATTLESALE COMPANY
(f/k/a Dynacore Holdings Corporation)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
149479 10 7
(formerly 26779T 30 8)
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(CUSIP Number)
Tom F. Perles
Chief Financial Officer
AEI Environmental, Inc.
710 North York Road
Hinsdale, Illinois 60521
(630) 325-4232 ext. 222
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 8, 2004
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(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), 13(d)-1(f) or 13(d)- 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(b) 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 149479 10 7
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1. NAME OF REPORTING PERSONS
AEI ENVIRONMENTAL, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
NOT APPLICABLE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[x]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 5,061,066
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8. SHARED VOTING POWER 0
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9. SOLE DISPOSITIVE POWER 5,061,066
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10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,061,066
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
11.4%
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14. TYPE OF REPORTING PERSON.
CO
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STATEMENT ON SCHEDULE 13D PURSUANT TO RULE 13D-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER.
This amended Statement on Schedule 13D (this "Statement") relates to the
beneficial ownership of common stock, par value $0.01 per share (the "Common
Stock") of The CattleSale Company (f/k/a Dynacore Holdings Corporation), a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 9901 IH-10 West, Suite 800, San Antonio, Texas 78230.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby supplemented as follows:
(a) - (f) This Statement is being filed by AEI Environmental, Inc., a
Colorado corporation (the "Reporting Person"). There is no change to report for
Item 2 as of the date of this Amendment No. 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
(a) The response to Item 6 is incorporated by reference.
(b)-(c) Not applicable.
(d) Item 4(d) of the Schedule 13D is supplemented as follows:
Based on information publicly disseminated by the Company as of the date of
this Statement, the Reporting Person is not aware of any change in the present
board of directors or management of the issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board.
(e) Item 4(e) of the Schedule 13D is supplemented as follows:
Based on information publicly disseminated by the Company as of the date of
this Statement, the Reporting Person is not aware of any change in the
capitalization or dividend policy of the issuer.
(f) Item 4(f) of the Schedule 13D is supplemented as follows:
Based on information publicly disseminated by the Company as of the date of
this Statement, the Reporting Person is not aware of any other material changes
in the issuer's business or corporate structure.
(g)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
There is no change to report for Item 5 except for the addition of the
following:
(a) The Reporting Person is the beneficial owner of 5,061,066 shares, or
11.4%, of the Company's outstanding Common Stock (on a fully converted basis) as
of the date of this Statement (based upon 44,391,094 shares of Common Stock [on
a fully converted basis] outstanding as of September 30, 2004, as reported in
the issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
2004). See Item 5(c) regarding the number of shares and percentage ownership for
other persons required to be disclosed in response to Item 2 and Instruction C
to Schedule 13D.
(b) See Item 5(c) regarding the number of shares as to which there is sole
power to vote or direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition or shared power to dispose or
to direct the disposition for persons required to be disclosed in response to
Item 2 and Instruction C to Schedule 13D.
(c) The Reporting Person has not effected any transaction in the Common
Stock of the Company during the past 60 days, except for the following:
Between February 11, 2004 and November 8, 2004, the Reporting Person
disposed of in private transactions a total of 74,541 shares of the Company's
Series B Preferred Stock and 889,192 shares of the Company's Common Stock, all
of which shares were originally acquired in the transaction previously disclosed
in Item 3. The aforementioned Series B Preferred Stock is convertible into
540,422 shares of the Company's Common Stock. All of the aforementioned shares
of Series B Preferred Stock and Common Stock were distributed either to (i)
holders of the Reporting Person's Senior Secured Convertible Promissory Notes,
(ii) holders of other debt upon the respective note holder's election to
exercise to convert the debt, (iii) to creditors of the Reporting Person in
settlement of the respective liabilities, or (iv), to a lesser extent,
represented contracted amounts or grants approved by the Reporting Person's
board of directors for services rendered to the Reporting Person. Following is a
summary of those individuals and organizations who received in excess of 1% of
the Company's outstanding Common Stock, on a fully converted basis, during the
aforementioned period from February 11, 2004 to November 8, 2004, and from the
date of the transaction previously disclosed in Item 3 (February 25, 2003) to
November 8, 2004:
Period 2/11/04 to 11/8/04 Period 2/25/03 to 11/8/04
Percent of Percent of
Common Total Common Total
Stock Outstanding Stock Outstanding
MPI Venture Management. LLC (*, -) 1,000,011 2.25% 3,203,688 7.22%
Horace H. Work - - 1,546,446 3.48
Thomas F. Taft, Sr. - - 1,221,860 2.75
Douglas A. Dyer (**) - - 1,093,221 2.46
John T. Zick - - 676,907 1.52
William J. Ritger - - 646,676 1.46
Tom F. Perles (***) 270,000 0.61 600,000 1.36
Bruce A. Brown - - 575,548 1.30
Broadstreet Investment
Management, LLC (****) - - 498,732 1.12
Others (individually less than 1%)(+) 159,603 0.36 4,060,775 9.15
_________ _____ __________ ______
1,429,614 3.22% 14,123,853 31.82%
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-,+ Excludes (-) / includes (+) 50,000 shares of Common Stock that MPI
Venture Management, LLC directed be issued to a third party on its behalf.
* Messrs. David W. Pequet and Mark A. Margason each own 50% of MPI Venture
Management, LLC, and both are directors of the Company and the Reporting Person.
Messrs. Pequet and Margason have shared power to vote or to direct the vote and
shared power to dispose or to direct the disposition of the shares reported as
beneficially owned.
** Includes 575,045 shares owned in joint tenancy with James H. Brennan.
Mr. Dyer is a director of the Reporting Person. Messrs. Brennan and Dyer have
shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of the jointly-owned shares.
*** Mr. Perles is the president and chief financial officer of the
Reporting Person and was a director of the Reporting Person from July 10, 2003
to June16, 2004.
**** Broadstreet Investment Management, LLC is a venture fund, managed by
Messrs. Douglas A. Dyer and James H. Brennan. Messrs. Brennan and Dyer have
shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of the shares.
After giving effect to these transactions, the Reporting Person is the
beneficial owner of 5,061,066 shares, or 11.4%, of the outstanding Common Stock.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is supplemented as follows:
The shareholders of the Reporting Person and the holders of the Senior
Secured Convertible Promissory Notes of the Reporting Person (the "Promissory
Notes") have approved a Plan of Reorganization of the Reporting Person pursuant
to which all of the Series B Preferred Stock and Common Stock acquired in the
transaction previously disclosed in Item 3 will be (i) distributed to the
holders of the Promissory Notes and other creditors of the Reporting Person,
(ii) sold in private transactions to raise working capital to sustain the
Reporting Person's operations during a "wind-down" period, and (iii) any balance
will be distributed on a pro rata basis to the shareholders of the Reporting
Person.
Other than as described in this Statement, to the knowledge of the
Reporting Person, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such person and any person with respect to any securities of the Company,
including, but not limited to, transfers or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
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None
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: January 28, 2005
AEI ENVIRONMENTAL, INC.
By: /s/ Tom F. Perles
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Tom F. Perles
President, Chief Financial Officer
and Secretary
APPENDIX A
Executive Officers and Directors of AEI Environmental, Inc.
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Unless otherwise indicated below, each director and executive officer of
the Reporting Person is a U.S. citizen and has his or her business address c/o
AEI Environmental, Inc., 710 North York Road, Hinsdale, Illinois 60521.
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NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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David W. Pequet, Director President, MPI Investment Management,
Inc., 710 North York Road,
Hinsdale, Illinois 60521.
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Mark A. Margason, Director Chief Financial Officer,
MPI Investment Management, Inc.,
710 North York Road,
Hinsdale, Illinois 60521.
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Edward L. McMillan, Chairman President and CEO, McMillan L.L.C.,
105 North 3rd Street, Suite 204,
Greenville, Illinois 62246
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Douglas Dyer, Director Partner, Brennan Dyer & Company, LLC,
735 Broad Street, Suite 218,
Chattanooga, Tennessee 37402
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Tom F. Perles, President, AEI Environmental, Inc.,
Chief Financial Officer 710 North York Road,
and Secretary Hinsdale, Illinois 60521