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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.1)
Under the Securities Exchange Act of 1934
U.S. Energy Systems, Inc.
(Name of Issuer)
Series A Convertible Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
902951102
(CUSIP Number)
David I. Faust
Faust, Rabbach & Oppenheim, LLP
488 Madison Avenue
New York, New York 10022
(212) 751-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 1998
(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 [ ]
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SCHEDULE 13D
000CUSIP No. 902951102
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Systems Investors, LLC (I.D. No. Pending)
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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
WC
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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
Delaware
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7. SOLE VOTING POWER
1,000,000*
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING -----------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,000,000*
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
100% of Series A Convertible Preferred Stock
16.23% of Common Stock (assuming conversion into 1,000,000 of
Common Stock; an amount equal to 19.37% of the Common Stock
outstanding on January 31, 1998)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
00
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14. TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
*250,000 shares of Series A convertible Preferred Stock, convertible
into 1,000,000 shares of common stock, with the current power to vote as if
converted.
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Item 1. Security and Issuer
This filing relates to Series A Convertible Preferred Stock, par value
$0.01 per share (the "Preferred Stock") of U.S. Energy Systems Inc. (the
"Issuer"). The Preferred Stock is convertible into Common Stock of the Issuer at
the current conversion rate of four (4) shares of Common Stock for each share of
Preferred Stock. The conversion rate is subject to change as provided in the
Certificate of Designation of Series A Convertible Preferred Stock, a copy of
which is annexed as Exhibit 1 (the "Certificate of Designation").
The principal executive offices of the Issuer are at 515 North Flagler
Drive, Suite 702, West Palm Beach, Florida 33401.
Item 2. Identity and Background
(A) Energy Systems Investors LLC ("ESI") is a limited liability company
formed under the laws of the State of Delaware.
(B) ESI's principal business is investments. ESI's registered
office is c/o National Registered Agents, Inc., 9 East
Lockerman Street, Dover, Delaware. It also has an office at
450 Park Avenue, Suite 1000, New York, New York 10022.
(C) The managers of ESI are Lawrence I. Schneider and Henry
N. Schneider, both of whom have offices at 450 Park
Avenue, Suite 1000, New York, New York 10022. Messrs.
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Schneiders' principal occupation is investing. Henry N.
Schneider is the son of Lawrence I. Schneider.
(D) During the past five years neither ESI, Lawrence I. Schneider
nor Henry N. Schneider have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(E) During the past five years neither ESI, Lawrence I.
Schneider nor Henry N. Schneider was 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) Lawrence I. Schneider and Henry N. Schneider are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
ESI paid $9.00 per share, for a total of $2,250,000, for the 250,000
shares of Preferred Stock. The funds were contributed to ESI as capital by its
members.
Item 4. Purpose of Transaction
ESI purchased the Preferred Stock as an investment. It has no current
plans or proposals which relate to or would result in:
(A) The acquisition by any person of additional securities of
the Issuer, or the disposition of the Issuer (except that
(i) subject to the approval of Issuer's shareholders, ESI
may purchase up to 222,000 additional shares of Preferred
Stock on or prior to May 22, 1999 at the same price and
on the same terms and conditions under which it made the
purchase reported by this filing, as contemplated in
Section 7(g) of the Subscription Agreement, a copy of
which is annexed as Exhibit 2 (the "Subscription
Agreement"); (ii) ESI may be granted additional shares of
Preferred Stock under the circumstances set forth in
Section 7(h) of the Subscription Agreement; and (iii) ESI
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may receive shares of Common Stock as dividends on the
Preferred Stock pursuant to Section 3 of the Certificate
of Designation);
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(C) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(D) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board (except that the Issuer has agreed to appoint
Lawrence I. Schneider to the Board of Directors effective as
of March 23, 1998, to nominate him for a three year term as a
director at the next election of directors, and to appoint him
as Chairman of the Executive Committee);
(E) Any material change in the present capitalization or dividend
policy of the Issuer (other than the creation and issuance of
the Preferred Stock);
(F) Any other change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment
Company Act of 1940;
(G) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(H) Causing a class of securities of the Issuer to be delisted
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;
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(I) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
On March 23, 1998, ESI bought 250,000 shares of Preferred Stock from
the Issuer. The acquisition was for cash in a private transaction. The Preferred
Stock is convertible on a one-for-four basis into 1,000,000 shares of Common
Stock (such ratio is subject to adjustment as provided in the Certificate of
Designation). The Issuer reported 5,160,609 shares of Common Stock outstanding
as of January 31, 1998. Accordingly, if the Preferred Stock were fully
converted, ESI would hold 16.23% of all of the then outstanding Common Stock
(an annual equal to 19.37% of the outstanding Common Stock before the
conversion).
The Preferred Stock has voting rights equal to the number of shares of
Common Stock into which it is convertible. Messrs. Schneider, as the managers of
ESI, have the sole right to exercise such voting power.
Item 6. Contracts, Agreements, Undertakings or Relationships with
Respect to Securities of the Issuer
The Preferred Stock and its holder have the various rights and
preferences as described in the Certificate of Designation (Exhibit 1).
The Preferred Stock was acquired by ESI pursuant to the Subscription
Agreement (Exhibit 2).
The holder of the Preferred Stock has registration rights described in
a Registration Rights Agreement, a copy of which is annexed as Exhibit 3.
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Item 7. Exhibits
1. Certificate of Designation of Series A Convertible
Preferred Stock of U.S. Energy Systems, Inc. (Filed
previously)
2. Subscription Agreement dated as of March 20, 1998. (Filed
previously)
3. Registration Rights Agreement dated as of March 20, 1998.
(Filed previously)
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement by or about it or him is true, complete and correct.
ENERGY SYSTEMS INVESTORS,LLC
Date: March 27, 1998 By: /s/ Lawrence I. Schneider
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Lawrence I. Schneider
Manager
Date: March 27, 1998 By: /s/ Henry N. Schneider
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Henry N. Schneider
Manager
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