<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
Global Environmental Corp.
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(Name of Issuer)
Common Stock ($0.0001 par value)
--------------------------------
(Title of Class of Securities)
37933B307
---------
(CUSIP Number)
David C. Rex, SnyderCapital Corporation, 3219 McKinney Avenue, Dallas, Texas
75204, (214) 754-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 28, 1996
---------------
(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 / x /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
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SCHEDULE 13D
CUSIP NO. 37933B307
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ravine Partners, Ltd.
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 PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF
1,500,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,500,000
PERSON
10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 37933B307
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Snyder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,500,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
1,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 37933B307
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roberta M. Snyder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,500,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
1,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
ITEM 1. Security and Issuer
This Schedule relates to the common stock, $0.0001 par value
("Common Stock") of Global Environmental Corp., a New York corporation (the
"Company"). The address of the principal executive office of the Company is:
17500 York Road, Hagerstown, Maryland, 21740, (301) 582-2000.
ITEM 2. Identity and Background
(a) This Schedule is being filed by the following persons:
(i) Ravine Partners, Ltd. ("RPLP"), a Texas limited
partnership, the general partners of which are
Richard W. Snyder and Roberta M. Snyder;
(ii) Richard W. Snyder; and
(iii) Roberta M. Snyder.
Each of the persons listed in (i) to (iii) above is hereinafter
referred to individually as a "Reporting Person" and collectively as the
"Reporting Persons". The Reporting Persons collectively may be deemed to be a
group beneficially owning, in the aggregate, 1,500,000 shares of Common Stock
(the "Shares") or approximately 37.8% of the outstanding shares of the Common
Stock within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Act").
(b),(c) RPLP was formed to, among other things, (1) invest in and/or
acquire operating businesses through merger, purchase of assets, stock
acquisition or other means, with the purpose of primarily being in a business
or businesses other than that of investing, reinvesting, owning, holding or
trading securities within a time frame and in a manner such that it will not be
required to register under the Investment Company Act of 1940, as amended, and
(2) invest its liquid assets consistent with preservation of their value. The
business address of each of the Reporting Persons is 3219 McKinney Avenue,
Dallas, Texas, 75204.
(d),(e) None of the Reporting Persons during the last five years, (1)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (2) 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) Each Reporting Person who is a natural person is a citizen of the
United States of America.
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ITEM 3. Source and Amount of Funds or Other Consideration
On September 8, 1994, Richard W. Snyder and Roberta M. Snyder
acquired from the Company 2,000 shares of the Company's 10% Cumulative
Convertible Senior Preferred Stock (the "Preferred Stock"), each share of which
is convertible into 200 shares of Common Stock at a conversion price of $0.50
per share subject to certain adjustments. The aggregate purchase price for the
Preferred Stock, including brokerage commissions, was $200,000, and was paid
from the personal funds of Richard W. Snyder and Roberta M. Snyder. Richard W.
Snyder and Roberta M. Snyder subsequently contributed the Preferred Stock to
RPLP. To date, none of the Preferred Stock has been converted to Common Stock.
On November 11, 1994, Richard W. Snyder acquired a warrant
from the Company exercisable for 100,000 shares of Common Stock at an exercise
price of $0.50 per share (the "Warrant"). The Warrant was issued to Richard W.
Snyder in consideration of certain consulting services provided to the Company.
Richard W. Snyder subsequently contributed the Warrant to RPLP. To date, no
Common Stock has been acquired pursuant to the Warrant.
On August 28, 1996, RPLP acquired from the Company 1,000,000
shares of Common Stock for a purchase price of $0.25 per share. The aggregate
purchase price for the 1,000,000 shares of Common Stock acquired by RPLP was
$250,000, with no brokerage commissions being paid. RPLP used its own working
capital to purchase such Shares.
ITEM 4. Purpose of Transaction
The Reporting Persons acquired the Preferred Stock and the
Warrant for investment purposes. Recently, management of the Company approached
the Reporting Persons and requested an additional capital infusion. As a
result, RPLP acquired the 1,000,000 shares of Common Stock reported herein with
the intention of influencing certain material business decisions relating to
the future of the Company, including, in particular, decisions relating to the
operations of the Company. At this time, the Reporting Persons have no plans or
proposals with respect to any of the matters set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) As of the date hereof, each of the Reporting Persons,
acting as a group within the meaning of Sections 13(d)(3) of the Act, was the
beneficial owner of an aggregate of 1,500,000 shares of Common Stock of the
Company, which constituted approximately 37.8% of 3,965,144 shares of Common
Stock (which number represents the 1,500,000 shares beneficially owned by the
Reporting Persons added to the 2,465,144 shares of Common Stock reported by the
Company as outstanding as of April 30, 1996,
<PAGE> 7
in the Company's Quarterly Report on Form 10-Q, for the fiscal quarter ended
April 30, 1996).
(b) With respect to all of the Shares, RPLP exercises
both voting power and dispositive power. Since Richard W. Snyder and Roberta
M. Snyder are the general partners of RPLP, they exercise both shared voting
power and shared dispositive power with respect to all of the Shares.
(c) N/A
(d) No persons other than the Reporting Persons have the
right to receive, or power to direct the receipt of, dividends from, or the
proceeds from the sale of, the Shares.
(e) N/A
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
N/A
ITEM 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement among the Reporting Persons dated the
date hereof.
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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: September 6, 1996
RAVINE PARTNERS, LTD.
By: /s/ Richard W. Snyder
--------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By: /s/ Richard W. Snyder
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ROBERTA M. SNYDER
By: /s/ Roberta M. Snyder
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99 Joint Filing Agreement
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EXHIBIT 99
JOINT FILING AGREEMENT
RPLP, Richard W. Snyder and Roberta M. Snyder each hereby
agrees, in accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, that the Schedule 13D filed herewith, and any amendments
thereto, relating to the shares of Common Stock, $0.0001 par value per share,
of Global Environmental Corp. are, and will be, filed jointly on behalf of each
person.
Dated: September 6 ,1996
RAVINE PARTNERS, LTD.
By: /s/ Richard W. Snyder
--------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By: /s/ Richard W. Snyder
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ROBERTA M. SNYDER
By: /s/ Roberta M. Snyder
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