SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAS POWER PARTNERS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
030 61A 107
(CUSIP Number)
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903
(401) 272-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1, 2000
(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 |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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 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).
<PAGE>
CUSIP No. 030 61A 107 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARMSTRONG INTERNATIONAL, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
<PAGE>
-------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
ARMSTRONG INTERNATIONAL, INC.
1,622,793
SHARES-------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY-------------------------------------------------
9 SOLE DISPOSITIVE POWER
ARMSTRONG INTERNATIONAL, INC.
1,622,793
REPORTING-------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,622,793
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.23%
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14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of Americas Power Partners, Inc.,
a Colorado corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 105 East First, Suite 101, Hinsdale, IL 60521.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Armstrong International, Inc.,
(the "Shareholder").
(b) The business address of the Shareholder is C/O Armstrong
International, Inc., 2081 SE Ocean Boulevard, 4th Floor, Stuart, Florida
34996-3376.
(c) The present principal occupation or employment of the
Shareholder is to service, maintain, manage and provide consulting
services to steam-based utility operators.
The following table sets forth the membership of the Shareholder and
ownership of his Americas Power Partners, Inc. common stock:
Beneficial Ownership.
Armstrong International, Inc. 1,622,793 15.23%
2081 SE Ocean Boulevard, 4th Floor
Stuart, FL 34996-3376
<PAGE>
(d) During the last five years, the Shareholder has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Shareholder was not a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
(f) The Shareholder is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Shareholder holds the securities described herein in connection
with the purchase of a Series A Preferred Stock of Americas Power Partners,
Inc. on January 31, 2000 pursuant to a Series A Preferred Stock Purchase
Agreement. The Series A Preferred shares were purchased at $1.46/share
and have the right of conversion into an equal number of shares of Common
Stock of the Registrant.
ITEM 4. PURPOSE OF TRANSACTION
The Shareholder holds the Common Stock as an affiliate of the Issuer.
(a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.
<PAGE>
(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.
(i) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Shareholder beneficially owns 1,622,793 shares of Common Stock,
representing 15.23% of the total issued and outstanding shares of Common
Stock. The Shareholder has sole power to direct the vote of these shares
and sole power to direct the disposition of such shares.
(a) Number of Shares and Percentage of Common Stock Owned as of
the date of this filing:
Armstrong International, Inc. 1,622,793 15.23%
2081 SE Ocean Boulevard, 4th Floor
Stuart, FL 34996-3376
(b) The Shareholder, Armstrong International, Inc., has the sole
power to vote and to dispose of the shares described herein.
(c) Not applicable.
(d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Shareholder beneficially owns 1,622,793 shares of Common Stock of the
Company, representing 15.23% of the total issued and outstanding shares
of Common Stock of the Company. The Shareholder has the authority to vote
or direct the vote of the Shareholder's shares of Common Stock of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2000
/s/ Nadeau & Simmons, P.C.,
Filing Agent for Armstrong International, Inc.
/s/ Armstrong International, Inc.
ARMSTRONG INTERNATIONAL, INC.
