<PAGE>
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).
<PAGE>
_______________________________________________________________________________
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
______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
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
______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
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
______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
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
______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
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>
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>
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:
<TABLE>
<CAPTION>
Purchases
DATE - 1999 # OF SHARES SHARE PRICE
----------- ----------- -----------
<S> <C> <C> <C>
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
</TABLE>
(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>
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>
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>
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>
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>
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>
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
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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
