0000922423-11-000200.txt : 20110512 0000922423-11-000200.hdr.sgml : 20110512 20110512161653 ACCESSION NUMBER: 0000922423-11-000200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL SOLUTIONS WORLDWIDE INC CENTRAL INDEX KEY: 0001082278 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 134172059 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57313 FILM NUMBER: 11836022 BUSINESS ADDRESS: STREET 1: 335 CONNIE CRESCENT CITY: CONCORD STATE: A6 ZIP: L4K 5R2 BUSINESS PHONE: 905-695-4142 MAIL ADDRESS: STREET 1: 335 CONNIE CRESCENT CITY: CONCORD STATE: A6 ZIP: L4K 5R2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK LEON D CENTRAL INDEX KEY: 0001032666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: APOLLO ADVISORS LP STREET 2: 1301 AVENOE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 kl05010.htm SCHEDULE 13D AMENDMENT NO. 10 kl05010.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
 

SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13D-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)*
 
Environmental Solutions Worldwide, Inc. 
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
29 408 K 
(CUSIP Number)
 
James Moriarty, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 3, 2011 
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 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).
 

 
 
 
13D
 
CUSIP No. 29 408 K                                                              Page 2 of  Pages 15


1
NAMES OF REPORTING PERSONS
 
Black Family 1997 Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)    o     
(b)   x      
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares of Common Stock
 
8
SHARED VOTING POWER
 
15,624,615 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 shares of Common Stock
10
 
SHARED DISPOSITIVE POWER
 
15,624,615 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,624,615 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                         x 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.1%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust (the “1997 Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard
 
 
 
 
13D
 
CUSIP No.  29 408 K                                                               Page 3 of  Pages 15

 
 
 
Investments, LLC. The 1997 Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 4 of  Pages 15

 


1
NAMES OF REPORTING PERSONS
 
Leon D. Black UAD 11/30/92 FBO Alexander Black
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares of Common Stock
 
8
SHARED VOTING POWER
 
5,085,379 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
5,085,379 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,085,379 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the “Alexander Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 4,743,140 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The
 
 
 
 
 
 
13D
 
CUSIP No. 29 408 K                                                                Page 5 of  Pages 15
 
 
Alexander Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.
 
 
 
 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 6 of  Pages 15


1
NAMES OF REPORTING PERSONS
 
Leon D. Black  Trust UAD 11/30/92 FBO Benjamin Black
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                        o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares of Common Stock
 
8
SHARED VOTING POWER
 
5,085,379 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
5,085,379 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,085,379 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the “Benjamin Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Benjamin Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 7 of  Pages 15



1
NAMES OF REPORTING PERSONS
 
Leon D. Black  Trust UAD 11/30/92 FBO Joshua Black
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares of Common Stock
8
SHARED VOTING POWER
 
5,085,379 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
5,085,379 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,085,379 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the “Joshua Trust”). Does not include: (i) 6.274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Joshua Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 8 of  Pages 15


 

1
NAMES OF REPORTING PERSONS
 
Leon D. Black  Trust UAD 11/30/92 FBO Victoria Black
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares of Common Stock
8
SHARED VOTING POWER
 
5,085,379 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
5,085,379 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,085,379 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the “Victoria Trust”). Does not include: (i) 6,724,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 6,724,211 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Victoria Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 9 of  Pages 15


 

1
NAMES OF REPORTING PERSONS
 
Leon D. Black
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
PF; OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
6,724,211 shares of Common Stock
8
SHARED VOTING POWER
 
15,624,615 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
6,724,211 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
15,624,615 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,898,826 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
14
TYPE OF REPORTING PERSON (See instructions)
IN
 
(1)
Includes 6,724,211 shares of Common Stock directly beneficially owned by Leon D. Black. Also includes 15,624,211 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust. Although Mr. Black may be deemed to be the indirect beneficial owner of the securities referenced in the preceding sentence, Mr. Black disclaims beneficial ownership. Does not include: (i) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (ii) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (iii) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (iv) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. Mr. Black expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 10 of  Pages 15


 

1
NAMES OF REPORTING PERSONS
 
John J. Hannan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,088,095 shares of Common Stock
8
SHARED VOTING POWER
 
0 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
1,088,095 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,088,095 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON (See instructions)
IN
 
(1)
Includes 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan. Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust
UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. Mr. Hannan expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 11 of  Pages 15


1
NAMES OF REPORTING PERSONS
 
Richard S. Ressler
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)     o
(b)    x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
          o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,088,095 shares of Common Stock
8
SHARED VOTING POWER
 
0 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
1,088,095 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,088,095 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON (See instructions)
IN
 
(1)
Includes 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler. Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust
UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. Mr. Ressler expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.

 
 
 
13D
 
CUSIP No. 29 408 K                                                               Page 12 of  Pages 15


1
NAMES OF REPORTING PERSONS
 
Orchard Investments, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)    o
(b)   x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                       o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
2,178,842 shares of Common Stock
8
SHARED VOTING POWER
 
0 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
2,178,842 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,178,842 shares of Common Stock (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
                                          x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
(1)
Includes 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC (“Orchard”). Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, and (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler. Orchard expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence.


 
 
 

This Amendment No. 10 supplements and amends the Statement on Schedule 13D filed on September 24, 2004, as amended and supplemented by Amendment No. 1 thereto filed on October 6, 2005, as amended and supplemented by Amendment No. 2 thereto filed on May 1, 2006, as amended by Amendment No. 3 thereto filed on November 11, 2007, as amended by Amendment No. 4 thereto filed on March 6, 2008, as amended by Amendment No. 5 thereto filed on December 22, 2009, as amended by Amendment No. 6 thereto filed on April 22, 2010, as amended by Amendment No. 7 thereto filed on December 10, 2010, as amended by Amendment No. 8 thereto filed on January 26, 2011, as amended by Amendment No. 9 thereto filed on February 18, 2011, with respect to the shares of common stock, par value $0.001 (the “Common Stock”), of Environmental Solutions Worldwide, Inc. (the “Issuer”).
 
Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D, as amended, as applicable.
 
Responses to each item of this Amendment No. 10 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is hereby amended and supplemented to include the following paragraphs, which are added following the last paragraph thereof:

Pursuant to certain note subscription agreements entered into between each Reporting Person and the Issuer, effective as of April 27, 2011, the Reporting Persons collectively purchased (using available capital or personal funds) unsecured subordinated promissory notes (the “April Notes”) for a principal aggregate amount of $1 million.  The April Notes provide that the principal amount bears interest at a rate of 10% per annum, payable in-kind on a monthly basis commencing May 27, 2011, until the date on which the April Notes have been paid in full.  The maturity date of the principal amount of the April Notes is June 14, 2011 (the “Maturity Date”).  The Reporting Persons, at their sole option, may extend the Maturity Date.  The April Notes (and the April Notes issued as interest paid in-kind) will be exchangeable for shares of Common Stock in a Qualified Offering (as defined and described below), or if any amount of principal or accrued interest remains outstanding under the April Notes after the Maturity Date, the Reporting Persons have the right and option (but not the obligation) to exchange any or all then-outstanding amount of principal or accrued interest under the April Notes in any offering or other sale made by the Issuer for any shares of Common Stock, or any other equity securities or equity-linked rights or securities whatsoever, as payment by the participating Reporting Person of the sale price therefor.
 
For specific terms and conditions of the note subscription agreements and the April Notes, please refer to the Form of the Subordinated Note Subscription Agreement and the Form of the Unsecured Subordinated Promissory Note, each dated April 27, 2011, attached to the Issuer’s Current Report on Form 8-K filed on May 6, 2011, as Exhibits 4.1 and 4.2, which are in each case, incorporated by reference herein.
 
The Reporting Persons intend to participate in a rights offering of the Common Stock, at a sale price of $0.12 per share (as adjusted for any stock split, stock dividend or other similar adjustment) pursuant to a rights offering of the Issuer and will also permit the Reporting Persons to exchange their Notes (including any notes paid in-kind for the payment of interest under the Notes) for shares of Common Stock at such price per share (with such offering referred to as the “Qualified Offering”).

 
 

 
 
 


 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
 
 
Date: May 12, 2011
BLACK FAMILY 1997 TRUST
 
By:     /s/ John J. Hannan                            
 
Name:                    John J. Hannan
Title:                         Trustee
 
Date: May 12, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO ALEXANDER BLACK
 
By:     /s/ John J. Hannan                            
 
Name:                    John J. Hannan
Title:                         Trustee

 
Date: May 12, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO BENJAMIN BLACK
 
By:     /s/ John J. Hannan                            
 
Name:                    John J. Hannan
Title:                         Trustee

 
Date: May 12, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO JOSHUA BLACK
 
By:     /s/ John J. Hannan                            
 
Name:                    John J. Hannan
Title:                         Trustee
 
Date: May 12, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO VICTORIA BLACK
 
By:     /s/ John J. Hannan                            
 
Name:                    John J. Hannan
Title:                         Trustee
 
Date: May 12, 2011
LEON D. BLACK
 
By:    /s/ Leon D. Black                               
Name:                    Leon D. Black
 
Date: May 12, 2011
JOHN J. HANNAN
 
By:     /s/ John J. Hannan                            
Name:                    John J. Hannan

 
 
 
 
Date: May 12, 2011
RICHARD S. RESSLER
 
By:     /s/ Richard  S. Ressler                            
Name:                    Richard S. Ressler
 
Date: May 12, 2011
ORCHARD INVESTMENTS, LLC
 
By: ORCHARD CAPITAL CORP.,
       ITS MANAGER
 
By:     /s/ Richard S. Ressler                            
 
Name:                    Richard S. Ressler
Title:                         President