SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Waste Recovery Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
940902109
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(CUSIP Number)
Kenneth D. Pasternak
Newport Tower
29th Floor
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 222-9400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Matthew L. Mallow
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
July 16, 1999
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-d-1(e), 13d-1(f) or 13d-1(g), check
the following: ( )
SCHEDULE 13D
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(1) NAMES OF REPORTING PERSONS
(a) Kenneth D. Pasternak
(b) Knight Securities, L.P. ("Knight")
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mr. Pasternak: 074488170
Knight: 223660471
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( x )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
Mr. Pasternak - PF.
Knight - 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 OR ORGANIZATION
Mr. Pasternak - New Jersey
Knight - Delaware
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(7) SOLE VOTING POWER
Mr. Pasternak - 15,443,778 (See Note A)
Knight - 730, 342
Combined - 16,174,120 (See Note A)
NUMBER OF -------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED Mr. Pasternak - 0
BY Knight - 0
EACH -------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH Mr. Pasternak - 15,443,778
Knight - 730,342
Combined - 16,174,120 (See Note A)
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(10) SHARED DISPOSITIVE POWER
Mr. Pasternak - 0
Knight - 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mr. Pasternak - 15,443,778 (See Note A)
Knight - 730,342
Combined - 16,174,120 (See Note A)
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(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
Mr. Pasternak - 49.57% (See Note A)
Knight - 4.6%
Combined - 51.92% (See Note A)
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(14) TYPE OF REPORTING PERSON
Mr. Pasternak - IN
Knight - BD
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This Statement relates to shares (the "Shares") of the common stock,
$0.01 par value per share ("Common Stock"), of Waste Recovery, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at:
309 S. Pearl Expressway, Dallas, TX 75201.
Item 2. Identity and Background.
This schedule 13D is being filed in connection with the purchase by
Kenneth Pasternak of Senior Secured Convertible Promissory Notes (the
"Notes") of Waste Recovery Illinois, an Illinois general partnership, which
are convertible into a yet to be determined number of shares which will not
exceed 49% of the Shares of Issuer outstanding immediately after
conversion. Based on a total of 15,890,563 Shares outstanding on June 30,
1999, Mr. Pasternak could convert the Notes into a maximum of 15,267,404
Shares. Mr. Pasternak owns an additional 176,374 Shares at the time of
filing.
Mr. Pasternak is the chief executive officer of Knight/Trimark
Group, Inc., of which both the sole general partner and the sole limited
partner of Knight are wholly owned subsidiaries. Knight is a market maker
in Nasdaq securities and has purchased in the ordinary course of its
business the 730,342 Shares it owns. Based on a total outstanding number
of Shares as of June 30, 1999 of 15,890,563, Knight owns 4.6% of the
currently outstanding Shares.
Mr. Pasternak
(a) Kenneth D. Pasternak
(b) Address: Newport Tower, 29th Floor
525 Washington Blvd.
Jersey City, NJ 07310
(c) Principal occupation: Chief executive officer of market maker
Knight
(a) Knight Securities, L.P.
(b) Address: Newport Tower, 29th Floor
525 Washington Blvd.
Jersey City, NJ 07310
(c) Principal business: Market maker in Nasdaq securities
Item 2. (d)
Neither Mr. Pasternak nor Knight has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors.
Item 2. (e)
Neither Mr. Pasternak nor Knight has, during the last five years,
been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which either Mr.
Pasternak or Knight is or was 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.
Item 3. Source and Amount of Funds or Other Consideration
Using personal funds, Mr. Pasternak purchased Notes on July 8, 1999
which are convertible into a maximum of 49% of the Shares outstanding
immediately after such conversion, for an aggregate purchase price of $1
million. Mr. Pasternak purchased shares at other times in public
transactions, using personal funds. Knight bought shares at various times
using its working capital.
Item 4. Purpose of Transaction.
Mr. Pasternak bought the Shares for investment purposes. Knight
purchased the Shares in the ordinary course of its market making business.
Item 5. Interest in Securities of the Issuer.
See Numbers 7-11 of the cover page to this Schedule 13D for the
information required by Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not Applicable
Note A
Pursuant to an agreement dated July 8, 1999, between Waste Recovery
-- Illinois (the "Partnership"), Waste Recovery Illinois, LLC, Issuer and
Mr. Pasternak, Mr. Pasternak purchased Senior Secured Convertible
Promissory Notes of the Partnership, convertible commencing on the sixtieth
day after the execution of that agreement for a yet to be determined number
of shares which will not exceed 49% of Issuer's common stock outstanding
immediately after such exercise. Assuming the number of shares of common
stock outstanding to be that on June 30, 1999 (15,890,563), Mr. Pasternak
could presently convert all of the Notes into a maximum of 15,267,404
shares of common stock. The issuer has agreed to authorize sufficient
additional Shares to enable such a conversion. Mr. Pasternak presently
owns an additional 176,374 Shares.
Signatures
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.
Date: July 16, 1999
Signature: /s/ Kenneth D. Pasternak
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Kenneth D. Pasternak
