SC 13G/A 1 a13g6.txt SCHEDULE 13G FRO MARCH 31, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 6) Under the Securities Exchange Act of 1934 Synagro Technologies Inc. (Name of Issuer) Common Stock, par value $.002 (Title of Class of Securities) 871562203 (CUSIP Number) March 31, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) For Astoria Capital Management & Rick [X] Rule 13d-1(c) For Astoria Capital Partners [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out or 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 871562203 SCHEDULE 13G Page 2 of 8 1 Name of Reporting Person Richard W. Koe IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 1,000,000 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,000,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,000,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 4.96% 12 Type of Reporting Person* IN CUSIP No. 871562203 SCHEDULE 13G Page 3 of 8 1 Name of Reporting Person Astoria Capital Management, Inc. IRS Identification No. of Above Person 94-3143169 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 1,000,000 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,000,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,000,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 4.96% 12 Type of Reporting Person* CO, IA CUSIP No. 871562203 SCHEDULE 13G Page 4 of 8 1 Name of Reporting Person Astoria Capital Partners, L. P. IRS Identification No. of Above Person 94-3160631 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 1,000,000 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,000,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,000,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 4.96% 12 Type of Reporting Person* PN CUSIP No. 871562203 SCHEDULE 13G Page 5 of 8 Item 1(a). Name of Issuer. Synagro Technologies Inc. ("The Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 1800 Bering Drive, Suite 1000, Houston, TX 77057 Item 2(a). Names of Persons Filing. Astoria Capital Partners, L. P. Astoria Capital Management, Inc. Richard W. Koe Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of Richard W. Koe, Astoria Capital Management, Inc. and Astoria Capital Partners, L. P. is 1675 SW Marlow Avenue, Suite 315, Portland, OR 97225. Item 2(c). Citizenship. Richard W. Koe is a United States citizen, Astoria Capital Management, Inc. is a California corporation and Astoria Capital Partners, L. P. is a California limited partnership. Item 2(d). Title of Class of Securities. Common Stock, par value $.002 ("Common Stock"). Item 2(e). CUSIP Number. 871562203 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). CUSIP No. 871562203 SCHEDULE 13G Page 6 of 8 (d) [ ] Investment company registered under section 8 of the Investment Company act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). For Astoria Capital Management, Inc. only (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) [X] A parent holding company or control person in accordance with 240.13b-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded form the definition of an investment company under section 3(c)(14) of the Investment Company act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box [X] Item 4. Ownership. Reference is made hereby made to Items 5-9 and 11 of page two (2) three (3) and four (4) of this Schedule 13G, which Items are incorporated by reference herein. CUSIP No. 871562203 SCHEDULE 13G Page 7 of 8 Item 5. Ownership of Five Percent or Less of a Class. If statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. (a) By signing below, Astoria Capital Management, Inc. certifies that, to the best of its knowledge and belief, the securities referred to above on page three (3) of this Schedule 13G were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 871562203 SCHEDULE 13G Page 8 of 8 (b) By signing below, Richard W. Koe and Astoria Capital Partners, L. P. certify that, to the best of their respective knowledge and believe, the securities referred to above on page two (2) and four (4) of this Schedule 13G were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: April 8, 2005 RICHARD W. KOE /s/ Richard W. Koe ________________________ By: Richard W. Koe DATED: April 8, 2005 ASTORIA CAPITAL MANAGEMENT, INC. /s/ Richard W. Koe ________________________ By: Richard W. Koe its: President DATED: April 8, 2005 ASTORIA CAPITAL PARTNERS, L.P. /s/ Richard W. Koe ________________________ By: Richard W. Koe its: General Partner