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UNITED STATES
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SEC 1745 (03/00) | Page 1 of 6 pages |
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CUSIP No. | 13D | Page 2 of 6 Pages |
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1. | Name of Reporting Person AEI ENVIRONMENTAL, INC. I.R.S. Identification No. of Above Person (Entities Only). (Intentionally Omitted) |
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2. | Check the Appropriate Box If a Member of Group (See Instructions) | (a) [_] (b) [_] |
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3. | SEC Use Only | |
4. | Source of Funds (See Instructions) NOT APPLICABLE |
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5. | Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
[X] | |
6. | Citizenship or Place of Organization COLORADO | |
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power 18,684,918 |
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8. | Shared Voting Power 0 |
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9. | Sole Dispositive Power 18,684,918 |
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10. | Shared Dispositive Power 0 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,684,918 |
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12. | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. | Percent of Class Represented by Amount in Row (11) 47.7% |
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14. | Type of Reporting Person (See Instructions) CO |
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STATEMENT ON SCHEDULE
13D 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) - (c) and (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 except for the supplemental information to Appendix A concerning the executive officers and directors of the Reporting Person, which information is required to be disclosed in response to Item 2 and Instruction C to Schedule 13D as of the date of this Amendment No. 1. (d) During the past five years, neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Appendix A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Except as previously reported in this Schedule 13D, during the past five years, neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Appendix A was 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. |
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CUSIP No. | 13D | Page 3 of 6 Pages |
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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) - (j) No 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: (c) The Reporting Person has not effected any transaction in the Common Stock of the Company during the past 60 day, except the following: On May 15, 2003, the Reporting Person sold in a private transaction 500,000 shares of the Companys Common Stock originally acquired in the transaction previously disclosed in Item 3. These shares were sold to William J. Ritger for $0.20 per share, resulting in net cash proceeds to the Reporting Person of $100,000. After giving effect to this transaction, the Reporting Person is the beneficial owner of 47.7% of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: In connection with the Reporting Persons original acquisition of shares of Common Stock (the Securities), the Reporting Person entered into an escrow and security agreement (the Escrow and Security Agreement) with Pitney, Hardin, Kipp & Szuch LLP (the Agent), counsel to the Reporting Person. On June 10, 2003, after the conditions under the Escrow and Security Agreement to the release of the Securities to the Reporting Person were satisfied, the Securities were released to the Reporting Person. 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 Securities 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 Persons 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. |
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CUSIP No. | 13D | Page 4 of 6 Pages |
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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, finders 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 No. | Description |
None |
SIGNATURES 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: July 11, 2003 |
AEI ENVIRONMENTAL, INC. By: /s/ Tom F. Perles Tom F. Perles President, Chief Financial Officer and Secretary |
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CUSIP No. | 13D | Page 5 of 6 Pages |
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APPENDIX A Executive Officers and Directors of AEI Environmental, Inc. 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. |
NAME | PRINICIPAL OCCUPATION OR EMPLOYMENT | |||
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David W. Pequet, Director | President, MPI Investment Management, Inc., 710 North York Road | |||
Hinsdale, Illinois 60521. | ||||
Mark A. Margason, Director | Managing Partner, MPI Investment Management, Inc., | |||
710 North York Road, Hinsdale, Illinois 60521. | ||||
Edward L. McMillan, Chairman, CEO | Concord Partners, LLC, Mark Twain Plaza, Suite 325, | |||
101 Vandalia Street, Edwardsville, Illinois 62025 | ||||
Douglas Dyer, Director | Partner, Brennan Dyer & Company, LLC, 735 Broad Street | |||
Suite 218, Chattanooga, Tennessee 37402 | ||||
Tom F. Perles, President, Chief Financial | AEI Environmental,Inc., 710 North York Road, | |||
Officer and Secretary | Hinsdale, Illinois 60521. |