-----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, UyskdFZaJlwa6LhmIdWf2a8q1RdhWEygOEAIL6+okpxeNre+2uFkv3fq6xnsOeTB 7zqP9lvr7R99fcP41Rj4DA== 0000950116-99-001438.txt : 19990809 0000950116-99-001438.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950116-99-001438 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990802 GROUP MEMBERS: CECO ENVIRONMENTAL CORP GROUP MEMBERS: ICARUS INVESTMENT CORP. GROUP MEMBERS: INTROTECH GROUP MEMBERS: JASON DEZWIREK GROUP MEMBERS: PHILLIP DEZWIREK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS MANUFACTURING CO CENTRAL INDEX KEY: 0000076954 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 750724417 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-14153 FILM NUMBER: 99675882 BUSINESS ADDRESS: STREET 1: 2819 WALNUT HILL LN CITY: DALLAS STATE: TX ZIP: 75229 BUSINESS PHONE: 2143576181 MAIL ADDRESS: STREET 1: P.O. BOX 540667 CITY: DALLAS STATE: TX ZIP: 75354 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CECO ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000003197 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 132566064 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 505 UNIVERSITY AVE STREET 2: STE 1400 CITY: TORONTO ONTARIO MSG STATE: A6 BUSINESS PHONE: 4165936543 MAIL ADDRESS: STREET 1: 111 ELIZABETH STREET SUITE 600 CITY: TORONTO ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: API ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALARM PRODUCTS INTERNATIONAL INC DATE OF NAME CHANGE: 19851210 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Peerless Mfg. Co. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 705514107 ---------------------------------------- (CUSIP Number) Ceco Environmental Corp. 505 University Avenue, Ste. 1400 Toronto, Ontario CANADA M5G 1X3 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 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 acquisitions 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. *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 t 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). _______________________________________________________________________________ CUSIP NO. 705514107 Page 2 of 15 Pages SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CECO Environmental Corp. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION New York _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 177,900 shares BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 177,900 shares |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,900 shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.25% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ______________________________________________________________________________ _______________________________________________________________________________ CUSIP NO. 705514107 Page 3 of 15 Pages SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Icarus Investment Corp. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 177,900 shares PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 177,900 shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,900 shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.25% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ______________________________________________________________________________ _______________________________________________________________________________ CUSIP NO. 705514107 Page 4 of 15 Pages SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Phillip DeZwirek ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Canadian Citizen _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 177,900 shares PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 177,900 shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,900 shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.25% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN ______________________________________________________________________________ _______________________________________________________________________________ CUSIP NO. 705514107 Page 5 of 15 Pages SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jason Louis DeZwirek ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Canadian Citizen _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 177,900 shares PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 177,900 shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,900 shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.25% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN ______________________________________________________________________________ _______________________________________________________________________________ CUSIP NO. 705514107 Page 6 of 15 Pages SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS IntroTech Investments, Inc. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Canada _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 177,900 shares PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 177,900 shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,900 shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.25% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ______________________________________________________________________________ Page 7 of 15 Pages CUSIP NO. 705514107 SCHEDULE 13-D PEERLESS MFG. CO. Filed by CECO Environmental, Inc. ("CEC"), Phillip DeZwirek, Jason Louis DeZwirek, Icarus Investment Corp. ("Icarus"), and IntroTech Investments, Inc. ("IntroTech") Item 1. Security and Issuer: Peerless Mfg. Co. 2819 Walnut Hill Lane Dallas, Texas 75229 Common Stock, $.01 par value of Peerless Mfg. Co. Items 2-6 Inclusive for CECO Environmental Corp. Item 2. Identity and Background: (a) CECO Environmental Corp., a New York corporation (b) Address of Principal Business: 505 University Ave., Ste. 1400 Toronto, Ontario M5G 1X3 (c) Principal Business: Ownership of majority stock of CECO Filters, Inc. The address of CEC's principal business and its principal office is the address given in Item 2(b) above. (d) CEC has not been involved in any criminal proceedings. (e) CEC has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. Item 3. Source and Amount of Funds or Other Considerations: Acquisitions of the common stock of the Issuer were acquired by CEC using approximately 50% of working capital funds and 50% of funds that were advanced to CEC by Phillip DeZwirek. The loan from Mr. DeZwirek is a demand loan accruing interest at the prime interest rate plus one percent. Item 4. Purpose of Transaction: CEC acquired the common stock of the Issuer for purposes of pursuing the possibility of acquiring the majority or all of the stock of Issuer. On July 27, 1999 Mr. Phillip DeZwirek met with two officers of the Issuer and expressed CEC's desire to initiate discussions with the Issuer regarding the possible acquisition of the Issuer at $15 per share cash, subject to due diligence and execution of a definite agreement containing customary terms and agreements. On July 30, 1999, Issuer advised Mr. DeZwirek that the Board of Directors was not interested in entertaining such offer at such time. CEC will continue to explore its options in seeking to acquire the Issuer. Item 5. Interest in Securities of the Issuer. (a) CEC owns all of the 177,900 shares of Issuer directly, which is 12.25% of the outstanding common stock of Issuer. (b) CEC has sole voting power and sole dispositive power with respect to such 177,900 shares of common stock of Issuer. (c) In the past sixty days, CEC has made the following open Page 8 of 15 Pages CUSIP NO. 705514107 market transactions in the Issuer's stock, all effectuated in its account at Taurus Capital Markets located in Toronto, Ontario:
Purchases DATE - 1999 # OF SHARES SHARE PRICE ----------- ----------- ----------- July 28, 1999 800 $11.000 July 23, 1999 103,200 $10.750 July 22, 1999 20,000 $11.125 July 20, 1999 2,500 $11.500 July 19, 1999 6,000 $11.438 July 19, 1999 5,000 $11.375 July 13, 1999 100 $11.250 July 12, 1999 1,000 $10.625 July 9, 1999 4,600 $11.000 July 9, 1999 400 $11.000 July 8, 1999 500 $10.563 July 7, 1999 1,000 $10.594 July 2, 1999 1,500 $10.500 June 29, 1999 500 $10.500 June 28, 1999 5,000 $10.500 June 24, 1999 3,000 $10.520 June 24, 1999 500 $10.500 Sale DATE - 1999 # OF SHARES SHARE PRICE ----------- ----------- ----------- June 10, 1999 2,000 $10.344
(d) CEC is a publicly traded company with more than 900 beneficial holders of its common stock. The shareholders of CEC that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, the shares of Issuer common stock owned by CEC that relates to more than a 5% interest in that class of securities of CEC are IntroTech Investments, Inc. ("IntroTech"), Icarus Investment Corp. ("Icarus") and shareholders, Phillip DeZwirek, Jason Louis DeZwirek, Brinker Pioneer L.P., Richard Paul Genovese (through 700,000 shares of CEC that Mr. Genovese may purchase through warrants), Steven Taub, and IRG Investor Relations Group Ltd. (through 500,000 shares of CEC's stock that IRG Investor Relations Group Ltd. may purchase pursuant to warrants.) Icarus owns 15.9% of the outstanding shares of common stock of CEC. Icarus is owned 50% by Phillip DeZwirek and 50% by Jason Louis DeZwirek. IntroTech owns 19.0% of the outstanding shares of common stock of CEC. IntroTech is wholly owned by Jason Louis DeZwirek. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Items 2-6 inclusive for Icarus Investment Corp. Item 2. Identity and Background: Page 9 of 15 Pages CUSIP NO. 705514107 (a) Icarus Investment Corp., a Delaware corporation (b) Address of Principal Business: 505 University Ave., Ste. 1400 Toronto, Ontario M5G 1X3 (c) Principal Business: Private Investor, the principal business and office address of Icarus is the address given in Item 2(b) above. (d) Icarus has not been involved in any criminal proceedings. (e) Icarus has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. Item 3. Source and Amount of Funds or Other Considerations. Icarus indirectly owns the 177,900 shares of Issuer owned by CEC by virtue of directly owning 15.9% of the shares of CEC. See CEC's response to Item 3 herein. Item 4. Purpose of Transaction. Icarus acquired its shares of common stock of Issuer for the same purposes as CEC. See CEC's response to Item 4 herein. Item 5. Interest in Securities of the Issuer. (a) By virtue of owning 15.9% of the outstanding stock of CEC, Icarus beneficially owns the 177,900 shares of common stock of Issuer owned by CEC, which is 12.25% of the outstanding shares of Issuer. Icarus owns all of such shares indirectly through its direct ownership of common stock of CEC. (b) By virtue of owning 15.9% of the outstanding stock of CEC, Icarus has shared voting power and shared dispositive power with respect to the 177,900 shares of common stock of Issuer owned by CEC. Such powers are shared with the other shareholders of CEC. (c) See CEC's response to Item 5(c) herein. (d) Icarus is controlled by Phillip DeZwirek and Jason Louis DeZwirek who each owns 50% of the outstanding stock of Icarus. Mr. Phillip DeZwirek and Mr. Jason Louis DeZwirek each have the right to receive 50% of the distribution from Icarus resulting from the proceeds of dividends from, or the proceeds of sale of, the shares of Issuer owned by CEC. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Items 2-6 Inclusive for Phillip DeZwirek. Page 10 of 15 Pages CUSIP NO. 705514107 Item 2. (a) Phillip DeZwirek (b) 505 University Ave., Ste. 1400 Toronto, Ontario M5G 1X3 (c) Principal Business: Private Investor and Chairman of the Board, Chief Executive Officer and Chief Financial Officer of CEC, 505 University Ave., Ste. 1400, Toronto, Ontario, M5G 1X3; Vice President and Chairman of the Board of CECO Filters, Inc., 1029 Conshohocken Road, Conshohocken, PA 19428; and President and Chairman of the Board of Digital Fusion Multimedia Corp., a software company, 505 University Ave., Ste. 1400, Toronto, Ontario M5G 1X3. (d) Mr. Phillip DeZwirek has not been involved in any criminal proceedings. (e) Mr. Phillip DeZwirek has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) Citizen of Canada. Item 3. Source and Amount of Other Considerations. Mr. DeZwirek owns 50% of the outstanding stock of Icarus, 5,497 shares of common stock of CEC directly and Warrants to purchase 1,750,000 shares of common stock of CEC. See CEC's and Icarus' responses to Item 3 herein. Item 4. Purpose of Transaction. Mr. DeZwirek acquired its shares of common stock of Issuer for the same purposes as CEC. See response of CEC to Item 4 herein. Item 5. Interest in Securities of the Issuer. (a) By virtue of owning 34.8% of the outstanding stock of CEC (including the warrants to purchase 1,750,000 shares of common stock), Mr. DeZwirek beneficially owns the 177,900 shares of common stock of Issuer owned by CEC. Mr. DeZwirek owns 15% of the outstanding stock of CEC indirectly through his direct ownership of 50% of the stock of Icarus and owns 19.7% of the outstanding stock of CEC directly (including as outstanding the securities underlying the warrants to purchase 1,750,000 shares of common stock). (b) Mr. DeZwirek has shared voting power and shared dispositive power with respect to the 177,900 shares of common stock of Issuer owned by CEC as a result of his position as a director of CEC and by virtue of owning 34.8% of the outstanding stock of CEC (including as outstanding the securities underlying the warrants to purchase 1,750,000 shares of common stock). Mr. DeZwirek owns shares of Issuer indirectly through his 50% ownership of Icarus which entity owns 15% of the outstanding common stock of CEC (including as outstanding the shares of common stock underlying Mr. Page 11 of 15 Pages CUSIP NO. 705514107 DeZwirek's warrants). Mr. DeZwirek also owns shares of Issuer common stock indirectly through his direct ownership of 19.7% of the outstanding common stock of CEC (including as outstanding the securities underlying the warrants to purchase 1,750,000 of common stock). Mr. DeZwirek is the Chief Executive Officer, Chief Financial Officer and a director of CEC. (c) See CEC's response to Item 5(c) herein. (d) Mr. Phillip DeZwirek controls Icarus. He owns 50% of the outstanding stock of Icarus. Mr. Jason Louis DeZwirek is the only person other than Mr. Phillip DeZwirek who is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the shares of Issuer owned indirectly by Icarus through Icarus' direct ownership of shares of common stock of CEC. Mr. Phillip DeZwirek is the only person known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the shares of Issuer owned indirectly by him through his direct ownership of shares of common stock of CEC. Mr. Jason Louis DeZwirek is the adult son of Mr. Phillip DeZwirek. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Items 2-6 Inclusive for Jason Louis DeZwirek. Item 2. Identity and Background: (a) Jason Louis DeZwirek (b) Principal Business Address: 505 University Ave., Ste. 1400, Toronto, Ontario M5G 1X3 (c) President of Digital Fusion MultiMedia Corp., a software company whose principal business and office address is the address listed in 2(b) above. Mr. DeZwirek is also a Director and the Secretary of CEC. (d) Mr. Jason DeZwirek has not been involved in any criminal proceedings. (e) Mr. Jason DeZwirek has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) Canadian Citizen. Item 3. Sources and Amount of Funds or Other Consideration. See responses of CEC, Icarus and IntroTech to Item 3 herein. Mr. DeZwirek owns 50% of the outstanding stock of Icarus. Mr. DeZwirek is the sole owner of IntroTech. Page 12 of 15 Pages CUSIP NO. 705514107 Item 4. Purpose of the Transaction. Mr. DeZwirek acquired the shares of common stock of Issuer for the same purposes as CEC. See response of CEC to Item 4 herein. Item 5. Interest in Securities of the Issuer. (a) By virtue of owning 35% of the stock of CEC, Mr. DeZwirek beneficially owns the 177,900 shares of common stock of Issuer owned by CEC. Mr. DeZwirek owns 15.9% of the outstanding stock of CEC indirectly through his direct ownership of 50% of the stock of Icarus. Mr. DeZwirek owns an additional 19.0% of the outstanding stock of CEC through his ownership of all the stock of IntroTech. (b) By virtue of owning 35% of the stock of CEC, Mr. DeZwirek has shared voting power and shared dispositive power with respect to the 177,900 shares of common stock of Issuer owned by CEC. This power applies to all of the share of Issuer owned indirectly by Mr. DeZwirek. Mr. DeZwirek owns those shares indirectly through his 50% ownership of Icarus which entity owns 15.9% of the outstanding common stock of CEC and his ownership of IntroTech which owns 19.0% of the outstanding common stock of CEC. Such powers are shared with the other shareholders of CEC. (c) See CEC's response to Item 5(c) herein. (d) Mr. Jason Louis DeZwirek controls Icarus. He owns 50% of the outstanding stock of Icarus. Mr. Phillip DeZwirek is the only person other than Mr. Jason DeZwirek who is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the shares of Issuer owned indirectly by Icarus through Icarus ownership of shares of CEC. Mr. Jason Louis DeZwirek controls IntroTech. He is the sole shareholder of IntroTech. No other person is known to have the right to receive the power to direct the receipt of dividends from, or the proceeds of the sale of, shares of Issuer common stock owned indirectly by IntroTech through IntroTech's ownership of shares of CEC. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Items 2-6 Inclusive for IntroTech Investments, Inc. Item 2. Identity and Background: (a) IntroTech Investments, Inc., an Ontario (Canadian) corporation. (b) Principal Business Address: 505 University Ave., Ste. 1400, Toronto, Ontario M5G 1X3 Page 13 of 15 Pages CUSIP NO. 705514107 (c) Principal Business: Private Investor, with the principal business and office address of IntroTech set forth in Item 2(b) above. (d) IntroTech has not been involved in any criminal proceedings. (e) IntroTech has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. Item 3. Source and Amount of Funds or Other Considerations. By virtue of IntroTech owning 19.0% of CEC, IntroTech beneficially owns the 177,900 shares of Issuer owned by CEC. See CEC's response to Item 3. Item 4. Purpose of Transaction. IntroTech acquired its shares of common stock of Issuer for the same purpose as CEC. See CEC's response to Item 4 herein. Item 5. Interest in Securities of the Issuer. (a) By virtue of IntroTech owning 19.0% of CEC, IntroTech beneficially owns the 177,900 shares of common stock of Issuer owned by CEC. IntroTech owns all of such shares indirectly through its direct ownership of common stock of CEC. (b) By virtue of IntroTech owning 19.0% of CEC IntroTech has shared voting power and shared dispositive power with respect to the 177,900 shares of common stock of Issuer owned by CEC. Such powers are shared with the other shareholders of CEC. (c) See CEC's response to Item 5(c). (d) IntroTech is controlled and wholly-owned by Jason Louis DeZwirek. Jason Louis DeZwirek is the only known person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, shares of Issuer common stock owned indirectly by IntroTech through IntroTech's ownership of shares of CEC. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an exhibit to this Schedule 13D. Page 14 of 15 Pages CUSIP NO. 705514107 Signatures. After reasonable inquiry and to the best of our knowledge and belief, and undersigned certify that the information set forth in this statement is true. July 29, 1999 CECO ENVIRONMENTAL CORP. By: /s/ Phillip DeZwirek -------------------------- Phillip DeZwirek Chief Executive Officer ICARUS INVESTMENT CORP. By: /s/ Phillip DeZwirek -------------------------- Phillip DeZwirek Chief Executive Officer /s/ Phillip DeZwirek -------------------------- Phillip DeZwirek /s/ Jason Louis DeZwirek -------------------------- Jason Louis DeZwirek INTROTECH INVESTMENTS, INC. By: /s/ Jason Louis DeZwirek -------------------------- Jason Louis DeZwirek Chief Executive Officer Page 15 of 15 Pages CUSIP NO. 705514107 EXHIBIT TO SCHEDULE 13D DATED JULY 22, 1999 OF CECO ENVIRONMENTAL, INC. ICARUS INVESTMENT CORP. PHILLIP DEZWIREK INTROTECH INVESTMENTS, INC. AND JASON LOUIS DEZWIREK JOINT FILING AGREEMENT CECO Environmental, Inc. ("CEC"), Icarus Investment Corp. ("Icarus"), Phillip DeZwirek ("DeZwirek"), IntroTech Investments, Inc. ("IntroTech"), and Jason Louis DeZwirek ("JLD") hereby agree that the Schedule 13D to which this statement is attached is filed on behalf of CECO, Icarus, DeZwirek, IntroTech, and JLD and that any amendments to this Schedule 13D may be filed on behalf of CEC, Icarus, IntroTech, DeZwirek and JLD. CECO ENVIRONMENTAL, CORP. By: /s/ Phillip DeZwirek ------------------------- Phillip DeZwirek Chief Executive Officer ICARUS INVESTMENT CORP. By: /s/ Phillip DeZwirek ------------------------- Phillip DeZwirek Chief Executive Officer /s/ Phillip DeZwirek ------------------------- Phillip DeZwirek /s/ Jason Louis DeZwirek ------------------------- Jason Louis DeZwirek INTROTECH INVESTMENTS, INC. By: /s/ Jason Louis DeZwirek ------------------------- Jason Louis DeZwirek Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----