SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
Pure Cycle Corporation
____________________________________________________________
(Name of issuer)
Common Stock, Par Value 1/3 of $.01
____________________________________________________________
(Title of class of securities)
746228 10 5
____________________________________________________________
(CUSIP number)
Thomas P. Clark, 5650 York Street,
Commerce City, Colorado 80022, (303) 467-9225
____________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
January 14, 1997
____________________________________________________________
(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 Item1; 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.
_______________
1 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
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 1 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas P. Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) X
---
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 27,264,854
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,264,854
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,264,584
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Schedule 13D is filed with respect to
shares of Common Stock, 1/3 of $.01 par value ("Common
Stock"), of Pure Cycle Corporation, a Delaware corporation
(the "Company"). The Company's principal executive offices
are located at 5650 York Street, Commerce City, Colorado
80022.
Item 2. Identity and Background.
(a), (b) and (c). This Schedule 13D is being
filed by Thomas P. Clark ("Clark"), whose business address
is 5650 York Street, Commerce City, Colorado 80022. The
principal occupation of Clark is his employment as President
of the Company. The address of the Company's executive
offices is set forth in Item 1 above.
(d) and (e). Clark has not, during the last
five years, been (i) convicted in a criminal proceeding
excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction as a result
of which he 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) Clark is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Except as described below, Clark has no
present plans or proposals that relate to or would result in
any transaction of the kind described in paragraphs (a)
through (j) of Item 4. In the future, however,
Clark reserves the right to adopt such plans or proposals,
subject to applicable regulatory requirements, if any.
Pursuant to an Amended and Restated Voting
Agreement dated August 12, 1992, a copy of which was filed
previously as Exhibit A to Amendment No. 1 (the "1992 Voting
Agreement"), Clark has agreed along with other parties to
vote his shares of the Company's Common Stock in favor of
electing a representative designated by The Environmental
Private Equity Fund II, L.P., a Delaware limited Partnership
("EP Fund"), to the Company's Board of Directors. EP Fund
owns 2,600,000 shares of Common Stock of the Company,
600,000 shares of Series A Preferred Stock of the Company
which are convertible into 2,400,000 shares of
Common Stock, and warrants to acquire an additional 72,541
shares of Common Stock. Companies affiliated with EP Fund
who are parties to the 1992 Voting Agreement (the "EP Fund
Entities") own an additional 9,800,000 shares of Common
Stock, 408,000 shares of Series A Preferred Stock
which are convertible into 1,632,000 shares of Common Stock,
and warrants to acquire an additional 915,271 shares of
Common Stock. Assuming the exercise of all warrants by the
EP Fund Entities, but no exercise of warrants and options
held by any other persons, the EP Fund Entities own
approximately 29.3% of the Company's Common Stock. George
M. Middlenas currently serves on the Board and was elected
as the EP Fund representative.
Page 3 of 6
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Pursuant to a Voting Agreement dated December
11, 1990, a copy of which was filed previously as Exhibit B
to Amendment No. 1 (the "1990 Voting Agreement"), Clark has
agreed along with other parties to vote his shares of the
Company's Common Stock in favor of electing a representative
designated by Inco Securities Corporation, a Delaware
corporation ("Inco"), to the Company's Board of Directors.
Inco owns warrants to acquire 4,700,000 shares of Common
Stock. Assuming the exercise of all warrants held by Inco
which are currently exercisable and no exercise of warrants
and options held by any other persons, Inco owns
approximately 5.7% of the Company's Common Stock. Richard
L. Guido currently serves on the Board and was elected as
the Inco representative.
Item 5. Interest in Securities of the Issuer.
(a) Clark owns 27,264,854 shares of Common
Stock which is 34.8% of the outstanding and issued Common
Stock of the Company.
Although Clark is a party to certain voting
agreements more specifically described in Item 4, Clark
disclaims beneficial ownership of all shares of Common Stock
owned by the other parties to those agreements and disclaims
the existence of a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934.
(b) Clark has sole power to dispose of
27,264,854 shares of Common Stock subject to the 1990
Voting Agreement which currently requires Clark to obtain
Inco's consent because he and the other parties to that
agreement currently own less than 50% of the outstanding
stock and subject to the 1992 voting Agreement which
requires Clark to obtain consent for dispositions unless the
transferee agrees to be bound by the 1992 Voting Agreement
or the disposition is pursuant to an agreement in effect on
August 12, 1992. Subject to the terms and conditions of the
1992 Voting Agreement and the 1990 Voting Agreement, Clark
has the sole power to vote 27,264,854 shares of Common
Stock.
(c) On January 14, 1997, Clark transferred
1,000,000 shares of Common Stock to each of Alan C. Stormo
("Stormo") and D.W. Pettyjohn ("Pettyjohn"). The purpose of
the reported disposition was to fulfill a contractual
obligation to sell 1,000,000 shares of Common Stock to each
of Stormo and Pettyjohn in exchange for their contract
right to receive proceeds from the Company's Rangeview
Metropolitan District water rights project ("Rangeview
Project") in the event their investment in the
Rangeview Project did not generate a profit within a certain
period of time. These call options "Options") were
previously reported by Clark at Item 6 of his Schedule 13D,
Amendment No. 1
Page 4 of 6
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("Amendment No. 1"), and the Option agreement was filed as
Exhibit D thereto. The Options vested pursuant to
their terms on July 29, 1996, and were exercised in October
1996, resulting in the transfer by Clark on January 14, 1997
of 1,000,000 shares of Common Stock to each of Stormo and
Pettyjohn. In exchange for the transferred shares, Clark
received Stormo's and Pettyjohn's rights to receive up to
$400,000 of proceeds from the Company's Rangeview Project.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
See Item 5(b) above for a description of the
1992 Voting Agreement and the 1990 Voting Agreement.
Clark has pledged the following shares to the
following entity as security for loans to the Company.
LCH, Inc. 20,000,000
A default by the Company of the terms of such loan
could result in a loss of those shares.
Clark sold the following shares to the
following persons and has the right to reacquire such shares
in the event such persons are paid a specified amount by the
Company as a result of their investments in the Company's
Rangeview Project:
Amount to be
Paid from
Potential Transferor Shares Rangeview Project
- -------------------- ------ -----------------
Beverly A. Beardslee 500,000 shares $100,000
Bradley K. Beardslee 250,000 shares $ 50,000
Robert D. Beardslee 250,000 shares $ 50,000
Item 7. Material to be Filed as Exhibits.
Exhibit A Option Agreement dated September 24, 1992 among
Clark, D.W. Pettyjohn and Alan C. Stormo. [1]
Exhibit B Stock Purchase Agreement dated September 30, 1992
between Clark and Beverly A. Beardslee. [1]
Exhibit C Stock Purchase Agreement dated September 30, 1992
among Clark, Bradley K. Beardslee. [1]
Exhibit D Secured Promissory Note issued by the Company to
LCH,Inc. [1]
________________
[1] Filed as an exhibit to and incorporated herein by
reference from the Reporting Person's report on
ScheduleE13D, Amendment No.E1, filed with the Securities and
Exchange Commission in NovemberE1992
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned hereby certifies
that the information as set forth in this Amendment No. 2
istrue, complete and correct.
/S/ Thomas P. Clark
______________________
Thomas P. Clark
Dated: January 27, 1997
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