U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Atlas Environmental, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
049311 10 3
(CUSIP Number)
G. Michael Lawshe
Corporate Secretary and Treasurer
WasteMasters, Inc.
10254 Miller Road
Dallas, Texas 75238
(214) 691-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 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 of Rule 13d-(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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CUSIP NO. 049311 10 3
1. Names of Reporting Person
SS or ISA Identification Nos. of Above Person
WasteMasters, Inc.
FEIN # 52-1507818
2. Check the Appropriate box if a Member of a Group
N/A (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
State of Maryland
Number of Shares 7. Sole voting power
beneficially
owned by each
reporting person 2,381,250 Common Stock
with
8. Shared voting power
NONE
9. Sole dispositive power
2,381,250 Common Stock
10. Shared dispositive power
NONE
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,381,250 Common Stock
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
51.8% of issued Common Stock
14. Type of Reporting Person
CO
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SCHEDULE 13D
This Statement on Schedule 13D constitutes a filing pursuant to Section
13(d) of the Securities Exchange Act of 1934 (the "Act") by Continental
Investment Corporation, a Georgia corporation.
ITEM 1. Security and Issuer.
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The class of equity securities to which this Schedule 13-D relates is the
common stock, par value $0.001 per share ("Atlas Common Stock"), of Atlas
Environmental, Inc., a Colorado corporation ("Atlas"). The address of the
principal executive officers of Atlas is 150 South Pine Island Road,
Plantation, FL 33324.
ITEM 2. Identity and Background.
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(a), (b) and (c) This Schecule 13-D is filed by WasteMasters, Inc., a
Maryland corporation ("WasteMasters") with a principal business address and a
principal office at 10254 Miller Road, Dallas, Texas 75238, Attn: G. Michael
Lawshe, Corporate Secretary and Treasurer. The principal business of
WasteMasters is environmental services, including waste management and
waste disposal. WasteMasters currently has one wholly-owned subsidiary in the
environmental propane industry and five wholly-owned subsidiaries in the
Waste disposal industry. The names, business addresses and present principal
occupation or employments of executive officers and directors of WasteMasters
are as follows:
Present
Name Address Title Principal Occupation
- ------------------ ----------------- ------------- ----------------------
R. Dale Sterritt, 10254 Miller Road Chairman & Chairman & CEO -
Jr. Dallas, TX 75238d CEO, Director Continental Investment
Corporation
Douglas C. Holsted 10254 Miller Road Acting CFO & President - Sales
Dallas, TX 75238 Director Equipment Co.(a wholly-
owned subsidiary of
WasteMasters, Inc.
G. Michael Lawshe 10254 Miller Road Corp Sec'y. Director of Corporate
Dallas, TX 75238 & Treasurer Finance - Continental
Investment Corporation
S. Theis Rice 10254 Miller Road Director Senior Corporate
Dallas, TX 75238 Counsel - Trinity
Industries, Inc.
A. Len Blaser, 10254 Miller Road Director Private Investor
Ph.D. Dallas, TX 75238
William L. 10254 Miller Road Director President - Dunhill
Hutchinson Dallas, TX 75238 Partners, Inc.
Noel F. Khalil 10254 Miller Road Director Principal - Affordable
Dallas, TX 75238 Housing Partnership
Brian Galligan 10254 Miller Road Director President - Millenium
Dallas, TX 75238 Hospitality Group, Inc.
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(d) and (e) During the last five years, neither WasteMasters nor any
other person described or identified in the preceding paragraph has (i) been
convicted in a criminal proceeding (other than traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, and as a result of such
proceeding, been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Not applicable.
ITEM 3. Source and Amount of Funds or Other Consideration.
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This Schedule 13-D is filed to reflect the acquisition by WasteMasters of
sharse of Atlas Common Stock from Messrs. Alec Rigby, Joel Silverstein and
David Thomas. A summary of the transaction is as follows:
Prior to April 24, 1998, and the consummation of the Share Exchange
Agreements described below, (i) Mr. Rigby was the beneficial owner of
1,880,550 share, or approximately 41% of the issued and outstanding Atlas
Common Stock, and the beneficial owner of 7,616,000 shares, or 100%, of the
issued and outstanding Atlas Preferred Stock, (ii) Mr. Silverstein was the
beneficial owner of 250,700 shares, or approximately 5.5% of the issued and
outstanding Atlas Common Stock, and (iii) Mr. Thomas was the beneficial owner
of 250,000 shares, or approximately 5.5% of the issued and outstanding Atlas
Common Stock.
Messrs. Rigby, Silverstein and Thomas entered into a Share Exchange
Agreement with WasteMasters, dated as of April 23, 1998. The transactions were
closed on April 23, 1998 with final delivery of stock certificates of
WasteMasters on April 24, 1998. Pursuant to the terms of a Share Exchange
Agreement dated as of April 23, 1998 between Mr. Rigby and WasteMasters, Mr.
Rigby exchanged 1,880,500 shares of Atlas Common Stock for 200,000 shares of
WasteMasters common stock, $.01 par value ("WasteMasters Common Stock").
Pursuant to the terms of a Share Exchange Agreement dated as of April 23, 1998
between Mr. Silverstein and WasteMasters, Mr. Silverstein exchanged 250,700
shares of Atlas Common Stock for 71,333 shares of WasteMasters Common Stock.
Pursuant to the terms of a Share Exchange Agreement dated April 23, 1998
between Mr. Thomas and WasteMasters, Mr. Thomas exchanged 250,000 shares of
Atlas Common Stock for 71,258 shares of WasteMasters Common Stock. The parties
to the respective Share Exchange Agreements assigned a value of $3.00 per
share to the WasteMasters Common Stock for purposes of these transactions, a
premium above the then current trading price for publicly traded stock of
WasteMasters. The closing price of WasteMasters Common Stock (Nasdaq SmallCap)
on April 23, 1998 was $2.16.
Pursuant to the terms of a Share Exchange Agreement dated April 23, 1998
between Mr. Rigby and WasteMasters, Mr. Rigby received a two-year Warrant
for the purchase of 500,000 shares of WasteMasters Common Stock at $5.00 per
share and a two-yer Warrant for the purchase of 500,000 shares of WasteMasters
Common Stock at $15.00 per share.
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The WasteMasters Common Stock issued pursuant to the Share Exchange
Agreements is not registered under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be transferred, sold or otherwise
disposed of by any of the recipients except pursuant to an effective
registration statement under the Securities Act, or an exemption from the
registration requirements of the Securities Act.
Mr. Rigby has agreed under the terms of his Share Exchange Agreement
that he will not, without the consent of WasteMasters, transfer, sell or
otherwise dispose of any shares of WasteMasters Common Stock issued to him
thereunder until after the expiration of twelve (12) months following the date
of the Share Exchange Agreements; and thereafter, Mr. Rigby has agreed to sell
no more than a specified number of shares of WasteMasters Common Stock per
month; any sales by Mr. Rigby must otherwise comply with Rule 144
promulgated under the Securities Act. In the event that Mr. Rigby wants to
sell more than the specified maximum amount per month, WasteMasters or its
designee shall have a right of first refusal to purchase the number of shares
of WasteMasters Common Stock in excess of such maximum amount at a discount
of 6% of the bid price on the date such right of first refusal is extended.
ITEM 4. Purpose of Transaction.
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(a) The purpose of the transaction was for WasteMasters to acquire
control of Atlas in order to increase WasteMasters participation in the waste
industry. As a result of the closing of these transactions, WasteMasters
obtained approximately 51% of the issued and outstanding shares of voting
Atlas Common Stock.
(b) (c) Not applicable.
(d) Shortly after the Share Exchange Agreement was consummated, the
Board of Directors of Atlas was increased from three members to seven. The
new Directors were elected to fulfill the term. The new Directors include
Messrs. R. Dale Sterritt, Jr.; G. Michael Lawshe; Edward W. Roush, Jr.;
and James W. Landrum.
(e) - (j) Not applicable
ITEM 5. Interest in Securities of the Issuer.
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(a) See Boxes 11 and 13 of the cover page and see Items 3 of this
Schedule 13-D.
(b) See Boxes 7, 8, 9, and 10 of the cover page of this Schedule 13-D.
(c) There have been no other transactions during the past 60 days by the
Reporting Entity (WasteMasters) other than those discussed in Item 3 of this
Schedule 13-D.
(d) (e) Not applicable.
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ITEM 6. Contracts, Arrangements, Understandings, or Relationships With
- ---------------------------------------------------------------------
Respect to Securities of the Issuer.
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Other than as set forth in response to Items 3, 4 and 5 above, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above or between such persons
and any other person with respect to the securities of Atlas, including but
not limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. Material to be Filed as Exhibits.
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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.
Dated: May 5, 1998
WASTEMASTERS, INC.
By: /S/G. Michael Lawshe
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G. Michael Lawshe
Corporate Secretary and Treasurer
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