UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
CONTINENTAL INVESTMENT CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
211-515-10-1
(CUSIP Number)
Malcolm Kelso
4525 Manning Lane
Dallas, Texas 75220
(214) 902-8670
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1999
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G
to report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
<PAGE>
CUSIP NO. 211-515-10-1
(1) Name of Reporting Kelso & Roush, Inc.
Persons. S.S. or (No Tax ID No.)
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of
Organization State of Texas
(7) Sole Voting
Power 3,000,000 shares
Number of Shares (8) Shared Voting
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 3,000,000 shares
(10) Shared
Dispositive
Power
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 3,000,000 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class
Represented by Amount 24.4%
in Row (11)
(14) Type of Reporting
Persons CO
<PAGE>
CUSIP NO. 211-515-10-1
(1) Name of Reporting
Persons. S.S. or
I.R.S.Identification Malcolm Kelso ("Kelso")
No. of Above Person SSN ###-##-####
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of State of Texas
Organization
(7) Sole Voting 2,000,000 shares
Power
Number of Shares (8) Shared Voting 3,000,000 shares
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive 2,000,000 shares
Power
(10) Shared
Dispositive 3,000,000 shares
Power
(11) Aggregate Amount
Beneficially Owned by 5,000,000 shares
Each Reporting Person
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class 40.7%
Represented by Amount
in Row (11)
(14) Type of Reporting
Persons IN
<PAGE>
CUSIP NO. 211-515-10-1
(1) Name of Reporting Edward W. Roush, Jr.
Persons. S.S. or SSN ###-##-####
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of
Organization State of Texas
(7) Sole Voting
Power
Number of Shares (8) Shared Voting 3,000,000 shares
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power
(10) Shared
Dispositive 3,000,000 shares
Power
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 3,000,000 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class
Represented by Amount 24.4%
in Row (11)
(14) Type of Reporting
Persons IN
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13-D (the "Statement") relates to
shares of the common stock, $0.50 par value per share (the "Shares"),
of Continental Investment Corporation, a Georgia corporation (the
"Company"), whose principal executive offices are located at 10254
Miller Road, Dallas, Texas 75238.
Item 2. Identity and Background
(a) This Statement is filed by Malcolm Kelso ("Kelso"), an
individual residing in the State of Texas, Edward W. Roush, Jr. ("Roush"),
an individual residing in the State of Texas, and Kelso & Roush, Inc.
("KRI"), a Texas corporation. Kelso, Roush and KRI are hereinafter
sometimes referred to collectively as the "Reporting Person."
(b) and (c)
The principal business address of Kelso is 4525 Manning Lane,
Dallas, Texas 75220. The principal business of Kelso is investment
banking.
The principal business address of Roush is 3838 Oak Lawn, Suite
1150, Dallas, Texas 75219. The principal business of Roush is as
investment banking, merger and acquisition activity, and is also an attorney.
The principal business address of KRI is P.O. Box 797986,
Dallas, Texas 75379-7986. KRI was formed to perform merchant banking
activities.
(d) The Reporting Person, during the last five years, has not
been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) The Reporting Person, during the last five years, has not
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceedings 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) Kelso and Roush are citizens of the State of Texas.
KRI is a Texas corporation.
Item 3. Source and Amount of Funds or Other Consideration
The purchase of the Company's Common Stock by Kelso was made
with cash by Kelso from Sterritt Properties, Inc. The purchase of the
Company's common stock by KRI was made by a promise to deliver to Sterritt
Properties, Inc., the seller of the shares acquired by KRI, four shares of
common stock of WasteMasters, Inc., a Maryland corporation, for each share
acquired from Sterritt Properties, Inc. KRI has not yet acquired the
shares of common stock of WasteMasters, Inc. which it is obligated to
deliver to Sterritt Properties, Inc. KRI's obligation to Sterritt
Properties, Inc. is secured by a promissory note issued by KRI to Sterritt
Properties, Inc. in the principal amount of $3,000,000. At this time,
KRI has not determined the source of funds which will be necessary
to purchase the common stock of Wastemasters, Inc. which it is
obligated to deliver to Sterritt Properties, Inc. or to pay the
promissory note issued to Sterritt Properties, Inc.
Item 4. Purpose of the Transaction
The Company's Common Stock was purchased by Kelso and KRI as the
first step toward obtaining control of a majority of the issued and
outstanding shares of common stock of the Company. Kelso, Roush and KRI
intend to initiate action to influence the management of the Company and to
replace the board of directors of the Company with their nominees at
the next annual or special meeting of shareholders. Kelso, Roush and KRI are
considering the purchase of additional shares of the Company's Common
Stock, either in the open market or in negotiated transactions.
Item 5. Interest in the Securities of the Issuer
(a) and (b)
Kelso is the beneficial owner of 2,000,000 shares of the Company's
Common Stock, which totals 16.3% of the outstanding Common Stock, and
may be considered the beneficial owner of 3,000,000 shares of the Company's
Common Stock owned by KRI, which totals 24.4% of the Company's Common Stock,
for an aggregage of 40.7% of the Company's Common Stock. Kelso, an
individual, has the power to direct the vote or disposition of the shares
beneficially owned by him as well as the shares owned by KRI.
Roush may be considered the beneficial owner of 3,000,000 shares of
the Company's Common Stock owned by KRI, which totals 24.4% of the Company's
Common Stock. Roush, an individual, has the power to direct the
vote or disposition of the shares owned by KRI.
KRI is the beneficial owner of 3,000,000 shares of the Company's
Common Stock, which totals 24.4% of the outstanding Common Stock. KRI, a
corporation organized under the laws of the State of Texas, has the power
to direct the vote or disposition of those shares. KRI is owned by Kelso
and Roush, Jr. Kelso and Roush are the co-managing officers and directors of
KRI. Kelso and Roush may be considered the beneficial owner of shares owned by
KRI.
(c) None
(d) None
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Kelso, Roush and KRI have orally agreed to utilize their shares of the
Company's Common Stock to obtain control of a majority of the issued and
outstanding shares of common stock of the Company, to influence the management
of the Company and to replace the board of directors of the Company with their
nominees at the next annual or special meeting of shareholders.
Item 7. Materials to be Filed as Exhibits
None
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.
/s/ Malcolm Kelso
MALCOLM KELSO, Individually
/s/ Edward W. Roush, Jr.
EDWARD W. ROUSH, JR., Individually
Kelso & Roush, Inc., a Texas
Corporation
/s/ Malcolm Kelso
Malcolm Kelso, President
Dated: January 20, 1999
