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UNITED STATES
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SEC 1745 (03/00) | Page 1 of 5 pages |
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CUSIP No. 149479 10 7 | 13D | Page 2 of 5 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 10,487,596 |
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8. | Shared Voting Power 0 |
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9. | Sole Dispositive Power 10,487,596 |
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10. | Shared Dispositive Power 0 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 10,487,596 |
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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) 26.8% |
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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) - (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. 2. |
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CUSIP No. 149479 10 7 | 13D | Page 3 of 5 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) 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: (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 July 11 and August 12, 2003, the Reporting Person disposed of in private transactions a total of 800,650 shares of the Companys Series B Preferred Stock and 2,392,610 shares of the Companys 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 5,804,713 shares of the Companys Common Stock. All of the aforementioned shares of Series B Preferred Stock and Common Stock were distributed either to holders of the Reporting Persons Senior Secured Convertible Promissory Notes or other debt upon the respective note holders election to exercise to convert the debt, or, to a lesser extent, represented contracted amounts or grants approved by the Reporting Persons 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 Companys outstanding Common Stock, on a fully converted basis: |
Common Stock |
Percent of Total Outstanding | ||||||||||
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MPI Venture Management. LLC * | 1,401,927 | 3.58 | % | ||||||||
Horace H. Work | 1,209,505 | 3.09 | |||||||||
Douglas A. Dyer ** | 1,093,221 | 2.79 | |||||||||
John T. Zick | 676,907 | 1.73 | |||||||||
Bruce A. Brown | 575,548 | 1.47 | |||||||||
Broadstreet Investment | |||||||||||
Management, LLC *** | 498,732 | 1.27 | |||||||||
Others (individually less than 1%) | 2,741,483 | 7.00 | |||||||||
8,197,323 | 20.93 | % |
* | 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. |
** | Includes 575,045 shares owned in joint tenancy with James H. Brennan. Mr. Dyer is a director of the Reporting Person. |
*** | Broadstreet Investment Management, LLC is a venture fund, managed by Messrs Douglas A. Dyer and James H. Brennan. |
After giving effect to these transactions, the Reporting Person is the beneficial owner of 10,487,596 shares, or 26.8%, of the outstanding Common Stock. 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 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. 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. |
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CUSIP No. 149479 10 7 | 13D | Page 4 of 5 Pages |
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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: August 22, 2003 |
AEI ENVIRONMENTAL, INC. By: /s/ Tom F. Perles Tom F. Perles President, Chief Financial Officer and Secretary |
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CUSIP No. 149479 10 7 | 13D | Page 5 of 5 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 | 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, Director, President, Chief | AEI Environmental,Inc., 710 North York Road, | |||
Financial Officer and Secretary | Hinsdale, Illinois 60521. |