SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
29406V100
(CUSIP Number)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRE`RE & DENE`GRE, L.L.P.
201 ST. CHARLES AVENUE, FLOOR 51
NEW ORLEANS, LA 70170
(504) 582-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
APRIL 1, 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 acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of <section><section>240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box <square>.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See <section>240.13d-7(b) 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 the
disclosures provided in a prior cover page.
The information required in 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 ("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).
CUSIP No. 022611107
1) Names of Reporting Persons Talisman Capital Opportunity Fund Ltd.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)..................................................... _____
(b)..................................................... _____
3) SEC Use Only............................................
4) Source of Funds (See Instructions)...................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)................................... _____
6) Citizenshi or Place of Organization British Virgin Islands
Number of (7) Sole Voting Power............................. 0
Shares
Bene- (8) Shared Voting Power........................... 6,961,400(1)
ficially
Owned by (9) Sole Dispositive Power........................ 0
Each
Reporting (10) Shared Dispositive Power..................... 6,961,400(1)
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 6,961,400(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions).............. ______
13) Percent of Class Represented by Amount
in Row 11............................................... 14.95%(1)(2)
14) Type of Reporting Person (See Instructions)............. CO
CUSIP No. 022611107
1)Names of Reporting Persons....... Talisman Capital Opportunity Inc.(3)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a).................................................... _____
(b)................................................... _____
3) SEC Use Only..........................................
4) Source of Funds (See Instructions).................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)................................. _____
6) Citizenship or Place of Organization.................. Delaware
Number of (7) Sole Voting Power........................... 0
Shares
Bene- (8) Shared Voting Power......................... 6,961,400(1)
ficially
Owned by (9) Sole Dispositive Power...................... 0
Each
Reporting (10) Shared Dispositive Power................... 6,961,400(1)
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person...................................... 6,961,400(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)............ ______
13) Percent of Class Represented by Amount
in Row 11............................................. 14.95%(1)(2)
14) Type of Reporting Person (See Instructions)........... CO
CUSIP No. 022611107
1) Names of Reporting Persons....................... Geoffrey Tirman(4)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)................................................... _____
(b)................................................... _____
3) SEC Use Only..........................................
4) Source of Funds (See Instructions).................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)................................. _____
6) Citizenship or Place of Organization - United States
Number of (7) Sole Voting Power........................... 0
Shares
Bene- (8) Shared Voting Power......................... 6,961,400(1)
ficially
Owned by (9) Sole Dispositive Power...................... 0
Each
Reporting (10) Shared Dispositive Power................... 6,961,400(1)
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person...................................... 6,961,400(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)............ ______
13) Percent of Class Represented by Amount
in Row 11............................................. 14.95%(1)(2)
14) Type of Reporting Person (See Instructions)........... IN
(1) Beneficial Ownership of 6,961,400 shares of Common Stock reported
hereunder is so being reported solely as a result of the 5.5% Note and
Warrants, as defined and described in Item 3. The Warrants entitle Talisman (as
hereinafter defined) to purchase up to 750,000 shares and 45,000 shares,
respectively, of Common Stock (as hereinafter defined). The number of shares
of Common Stock to be received by Talisman upon the conversion of the 5.5% Note
is, among other things, based on the "Conversion Price", as such term is
defined in the Note. The Conversion Price is variable based upon, among other
things, the market price of the Common Stock; the number of shares beneficially
owned by the Reporting Persons and the percentage represented thereby will
therefore fluctuate from time to time.
(2) The 6,961,400 shares indicated represent 14.95% of the sum of (a)
the outstanding shares of Common Stock of the Issuer as of December 31, 1998,
as represented by the Issuer in its Quarterly Report on Form 10-Q for the
period ended December 31, 1998 and (b) the 6,961,400 shares of Common Stock
subject to the 5.5% Note and Warrants (with the number of shares subject to the
5.5% Note based upon the approximate Conversion Price as of April 6, 1999,
which Conversion Price may fluctuate from time to time).
(3) Solely in its capacity as the investment manager of Talisman.
(4) Solely in his capacity as the sole stockholder of Talisman Capital
Opportunity Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.0001 per share
(the "Common Stock"), of Environmental Remediation Holding Corporation, a
Colorado corporation (the "Issuer"). The Issuer's principal executive office
is located at 3-5 Audrey Avenue, Oyster Bay, New York 11771.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Talisman Capital Opportunity Fund Ltd., a
corporation formed under the laws of the British Virgin Islands ("Talisman");
Talisman Capital Opportunity Inc., a Delaware corporation (the "Investment
Manager"); and Geoffrey Tirman (together with Talisman and the Investment
Manager, the "Reporting Persons").
Talisman's principal business is the investment in the securities of
private and public companies. The principal business address of Talisman is
Harbour Centre, 4th Floor, PO Box 61 GT North Church Street, Grand Cayman, BWI.
Clive Harris is a director of Talisman. The present principal occupation
or employment of Mr. Harris is partner of Paul Harris & Company, a Cayman
Islands firm of Chartered Accountants, and Managing Director of International
Management Services Ltd. The principal business address of Mr. Harris and
International Management Services Ltd is Harbour Centre, 4th Floor, PO Box 61
GT North Church Street, Grand Cayman, BWI.
Martin Lang is a director of Talisman. The present principal occupation
or employment of Mr. Lang is Company Manager of International Management
Services Ltd. The principal business address of Mr. Lang and International
Management Services Ltd is Harbour Centre, 4th Floor, PO Box 61 GT North Church
Street, Grand Cayman, BWI.
The Investment Manager's principal business is the management of the
investment and reinvestment of Talisman's assets. Mr. Tirman is the sole
stockholder of the Investment Manager, and his principal occupation is as the
principal officer of the Investment Manager responsible for such activities.
The principal business address of the Investment Manager and Mr. Tirman is
16101 LaGrande Drive, Suite 100, Little Rock, Arkansas 72211.
(d) None of the persons or entities named in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during the
last five years, been 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) Geoffrey Tirman is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 15, 1997, the Issuer entered into a securities purchase
agreement with Talisman and certain other investors (the "1997 Agreement"),
pursuant to which, among other things (1) Talisman purchased $750,000 principal
amount of the Issuer's senior subordinated convertible notes due October 15,
2002 (the "5.5% Note") that is, subject to certain limitations, convertible
into shares of Common Stock, and (2) the Issuer executed and delivered a
warrant (the "1997 Warrant") to Talisman, entitling Talisman, subject to
certain limitations, to purchase up to 45,000 shares of Common Stock. The
sources of the funds used to purchase the 5.5% Note and 1997 Warrant, including
any funds that may be used to exercise the 1997 Warrant, were and will be (a)
share subscriptions by the shareholders of Talisman and (b) proceeds of
transactions with respect to prior investments of Talisman. Both the 5.5% Note
and the 1997 Warrant are fully convertible into, or exercisable for, Common
Stock of the issuer within 60 days of the reporting date.
On September 26, 1998, the Issuer entered into a securities purchase
agreement with Talisman (the "1998 Agreement"), pursuant to which, among other
things (1) Talisman purchased $500,000 principal amount of the Issuer's 20%
convertible notes due October 26, 2000 (the "20% Note") that is, subject to
certain limitations, convertible into shares of Common Stock, and (2) the
Issuer and Talisman executed a warrant agreement (the "1998 Warrant") entitling
Talisman, subject to certain limitations, to purchase up to 1,500,000 shares of
Common Stock. The sources of the funds used to purchase the 20% Note and 1998
Warrant, including any funds that may be used to exercise the 1998 Warrant,
were and will be (a) share subscriptions by the shareholders of Talisman and
(b) proceeds of transactions with respect to prior investments of Talisman.
The 1998 Warrant may be exercised to acquire 750,000 shares of Common Stock
within 60 days of the reporting date. Neither 20% Note nor the remaining
750,000 shares potentially exercisable under the 1998 Warrant are convertible
into, or exercisable for, shares of Common Stock until October 26, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered by this statement were acquired by the Reporting
Persons for investment purposes. However, the Reporting Persons intend to
closely monitor the operations of the Issuer, and will continue to evaluate the
investment in the securities covered by this statement based on the Issuer's
financial conditions, results of operations and prospects as well as other then
existing or anticipated facts or circumstances, including general economic,
market and other financial conditions. Accordingly, the Reporting Persons
reserve the right to change their plans and intentions with respect to the
investment in the securities covered by this statement at any time, as they
deem appropriate. In particular, the Reporting Persons may, at any time and
from time to time acquire or dispose of additional shares of Common Stock.
There can be no assurance that the Reporting Persons will increase or decrease
their investment in the Issuer. In addition, the Reporting Persons reserve the
right to exercise any and all of their respective rights as a stockholder of
the Issuer in a manner consistent with their equity interest and to protect
their investment in the Common Stock.
Except as described in this Item 4 or elsewhere in this Schedule 13D, the
Reporting Persons currently have no plans or intentions which would result in
or relate to any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Because the Investment Manager is the sole investment manager with regard
to Talisman's assets, the Investment Manager may be deemed to beneficially own
the shares of Common Stock beneficially owned by Talisman. Because Geoffrey
Tirman is the sole stockholder of the Investment Manager, he may be deemed to
beneficially own the shares of Common Stock deemed beneficially owned by the
Investment Manager. Geoffrey Tirman and the Investment Manager disclaim
beneficial ownership of the Common Stock beneficially owned by Talisman except
to the extent of their actual individual pecuniary interest therein.
Based upon the information contained in the Issuer's Form 10-Q for the
quarter ended December 31, 1998 that there were 39,613,436 shares of Common
Stock issued and outstanding as of December 31, 1998, each Reporting Person
owns or may be deemed to own 14.95% of the outstanding shares of Common Stock
(using in such computation the number of shares subject to the 5.5% Note based
upon the approximate Conversion Price as of April 6, 1999). The Conversion
Price for the 5.5% Note is variable based upon, among other things, the market
price of the Common Stock; the number of shares beneficially owned by the
Reporting Persons and the percentage represented thereby will therefore
fluctuate from time to time.
The Investment Manager, as the manager of the assets of Talisman, has the
right to direct the vote of and dispose of the Common Stock beneficially owned
by Talisman. Geoffrey Tirman, as the sole stockholder of the Investment
Manager, has the right to direct the vote of and dispose of the Common Stock
deemed beneficially owned by the Investment Manager.
Except as set forth above, none of the Reporting Persons
beneficially owns any shares of Common Stock.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 3 and Item 5 of this Schedule 13D, none of
the Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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.
Date: April 8, 1999 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY INC.
By: /s/ Geoffrey Tirman
-----------------------------------
Geoffrey Tirman
Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
By: /s/ Geoffrey Tirman
-----------------------------------
Geoffrey Tirman
Chief Executive Officer
/s/ Geoffrey Tirman
-------------------------
GEOFFREY TIRMAN
