-----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, CTdIwx9V+3KNauZZdpBGpYbVU9XWZP5L/BRgBJa5gVta/Nqy5plK4QlCN4Th1Pz0 y314VCJwxbIGwGc+k+mf4Q== 0001010422-99-000007.txt : 19990309 0001010422-99-000007.hdr.sgml : 19990309 ACCESSION NUMBER: 0001010422-99-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990308 GROUP MEMBERS: BIII CAPITAL PARTNERS, LP GROUP MEMBERS: DDJ CAPITAL III, LLC GROUP MEMBERS: DDJ CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASTE SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000847468 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954203626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50609 FILM NUMBER: 99559695 BUSINESS ADDRESS: STREET 1: 420 BEDFORD STREET STREET 2: SUITE 300 CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 7818623000 MAIL ADDRESS: STREET 1: 420 BEDFORD STREET STREET 2: SUITE 300 CITY: LEXINGTON STATE: MA ZIP: 02173 FORMER COMPANY: FORMER CONFORMED NAME: BIOSAFE INTERNATIONAL INC DATE OF NAME CHANGE: 19950504 FORMER COMPANY: FORMER CONFORMED NAME: ZOE CAPITAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 LINDEN STREET STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 617-283-8500 MAIL ADDRESS: STREET 1: 141 LINDEN STREET SUITE 4 STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 SC 13D/A 1 AMENDMENT NO. 3 TO 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Waste Systems International, Inc. (f/k/a BioSafe International Inc.) - -------------------------------------------------------------------------------- ----------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- ----------------------------- (Title of Class of Securities) 94106P209 --------------------------------------------------- (CUSIP Number) Wendy Schnipper Clayton, Esq. DDJ Capital Management, LLC 141 Linden Street, Suite 4 Wellesley, MA 02482-7910 781-283-8500 - -------------------------------------------------------------------------------- ----------------------------- (Name, address and telephone number of person authorized to receive notices and communications) February 25, 1999 - -------------------------------------------------------------------------------- ----------------------------- (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 [ ]. 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. (Continued on following pages) (Page 1 of 8 Pages) SCHEDULE 13D CUSIP NO. 94106P209 PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 6,704,906 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,704,906 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,704,906 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.13% 14 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 94106P209 PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B III Capital Partners, L.P. 04-3341099 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 6,704,906 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,704,906 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,704,906 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.13% 14 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 94106P209 PAGE 4 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital III, LLC 04-3317544 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 6,704,906 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,704,906 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,704,906 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.13% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 94106P209 PAGE 5 OF 8 PAGES ITEM 1. SECURITY AND ISSUER: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") should be read in conjunction with the Schedule 13D dated June 26, 1997 ("Schedule 13D"), Amendment No. 1 to Schedule 13D dated May 11, 1998 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D dated August 3, 1998 each as filed with the Securities and Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited liability company, and certain affiliates. This Amendment No. 3 amends the Schedule 13D, Amendment No. 1 and Amendment No. 2 only with respect to those items listed below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto on the Schedule 13D, Amendment No. 1 or Amendment No. 2. This filing of this Amendment No. 3 is not, and should not be deemed to be, an admission that the Schedule 13D or any Amendment thereto is required to be filed. This statement relates to shares of the common stock , par value of $.01 per share, (the "Shares") of Waste Systems International, Inc. (f/k/a BioSafe International, Inc.) (the "Company"). The principal executive offices of the Company are located at Lexington Office Park, 420 Bedford Street, Suite 300, Lexington, MA 02173. ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Item 3 is amended by adding the following: On February 25, 1999, the Fund purchased Units consisting of $22,500,000 face amount of Senior Notes due 2006 and 337,500 Warrants under Rule 144A for cash in the amount of $22,500,000. The Fund may, at any time until 3/2/04, convert the Warrants into Shares at a conversion price equal to $6.25 per Share. Accordingly, as a result of its ownership of the Warrants, the Fund may be deemed to beneficially own 337,500 Shares. On February 26, 1999, the Fund purchased $8,000,000 face amount of 7% Subordinate Notes due 2005 (the "Notes") for cash in the amount of $7,458,000. The Fund may, at any time, until payment of the Notes, convert the Notes into Shares at a conversion price per share equal to $10.00 per Share, subject to adjustment. Accordingly, as a result of its ownership of the Notes, the Fund may be deemed to own 800,000 Shares. SCHEDULE 13D CUSIP NO. 94106P209 PAGE 6 OF 8 PAGES ITEM 5. INTEREST IN SECURITIES OF ISSUER: Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth below. (a) The Fund beneficially owns, and DDJ III and DDJ beneficially own as general partner and investment manager, respectively, of the Fund 6,704,906 Shares (assuming conversion of all of its Notes and exercise of all its Warrants - - see Item 3), or approximately 45.13% of the outstanding Shares of the Company. David J. Breazzano and Judy K. Mencher, each a principal of DDJ, serve on the Board of Directors of the Company and have been granted stock options pursuant to the Company's 1995 Stock Option Plan for Non-employee Directors. As of the date of filing, Mr. Breazzano may be deemed to beneficially own 6,750 shares of common stock as a result of ownership of stock options exercisable within 60 days. As of the date of filing, Ms. Mencher may be deemed to beneficially own 6,685 shares of common stock as a result of ownership of stock options exercisable within 60 days. Other than as set forth in this Item 5, neither DDJ nor any of the DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of the persons named in Schedule A, beneficially own any other Shares. SCHEDULE 13D CUSIP NO. 94106P209 PAGE 7 OF 8 PAGES 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. DDJ CAPITAL MANAGEMENT, LLC By: / s / Wendy Schnipper Clayton ------------------------------------------- Wendy Schnipper Clayton Attorney-In-Fact* *Limited Power of Attorney filed with the SEC on September 10, 1998. SCHEDULE 13D CUSIP NO. 94106P209 PAGE 8 OF 8 PAGES The name and present principal occupation or employment of each executive officer and member of DDJ Capital Management, LLC and each director of the DDJ Affiliates are set forth below. The business address of each person and the address of the corporation or organization in which such employment is conducted is 141 Linden Street, Suite 4, Wellesley, MA 02482-7910. Mr. Breazzano and Ms. Mencher are U. S. citizens. NAME PRINCIPAL OCCUPATION OR EMPLOYMENT ===== ======================================= David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC and DDJ Copernicus, LLC Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas Corporation and Director of Kepler Overseas Corp. -----END PRIVACY-ENHANCED MESSAGE-----