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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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ATC ENVIRONMENTAL, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
002067-10-6
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(CUSIP Number)
STEVEN MORSE, ESQ.
111 GREAT NECK RD.
GREAT NECK, N.Y. 11021
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
6/29/95
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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 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 this statement / /. (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).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 002067-10-6 13-D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morry Rubin ###-##-####
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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*
Not Applicable
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 800,490
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 800,490
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,490
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
None
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
SCHEDULE 13D
THIS SCHEDULE 13D IS BEING FILED AS A RESULT OF AURORA ENVIRONMENTAL INC.
("AURORA") ENTERING INTO AN AGREEMENT AND PLAN OF MERGER WITH ATC ENVIRONMENTAL
INC. (THE "ISSUER") PURSUANT TO WHICH AURORA WAS MERGED INTO AND WITH THE
ISSUER AS THE SURVIVING CORPORATION EFFECTIVE JUNE 29, 1995. EACH AURORA
COMMON STOCKHOLDER WILL RECEIVE .545 OF A SHARE OF ATC COMMON STOCK IN EXCHANGE
FOR EACH 1.0 SHARE OF AURORA COMMON STOCK. FURTHER, EACH OPTION/WARRANT HOLDER
OF AURORA WILL RECEIVE A NEW ATC OPTION/WARRANT ENTITLING THE HOLDER TO PURCHASE
.545 OF A SHARE OF ATC COMMON STOCK FOR EACH 1.0 SHARE OF AURORA COMMON STOCK
REPRESENTED BY THE OPTION/WARRANT. FOR COMPLETE DETAILS OF THE PROPOSED MERGER,
REFERENCE IS MADE TO THE ISSUER'S FORM S-4 REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON OR ABOUT JANUARY 11, 1995, FILE NO. 33-
88380.
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, $.001 par value,
of ATC Environmental Inc. (the "Issuer"). The Issuer's principal executive
office is located at 104 East 25th Street, 10th Floor, New York, NY 10010.
ITEM 2. Identity and Background.
(a) Morry F. Rubin
(b) 104 East 25th Street, 10th floor, New York, NY 10010
(c) President
(d) Not applicable
(e) Not applicable
(f) U.S.A.
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Page 4 of 4 Pages
ITEM 3. Source and Amount of Funds or Other Consideration
Exchange of Aurora shares for ATC shares pursuant to the Merger. No
other consideration will be paid in connection with the consummation of the
Merger.
ITEM 4. Purpose of Transactions
Incorporated by reference is the Issuer's Form S-4 Registration
Statement, File No. 33-88380 for a complete description of the purpose of the
Merger. Except as described in the Form S-4 Registration Statement, the Issuer
has no plans or proposals which relate to or result in (a) through (j) of this
Item 4.
ITEM 5. Interest in Securities of the Issuer
(a)-(b) Morry F. Rubin directly beneficially owns 800,490 shares
(representing 13.4% of the issued and outstanding shares of the Issuer), which
shares he has the sole power to vote and to dispose. The aforesaid information
includes 161,750 shares issuable upon exercise of certain options and is based
upon a conversion ratio of .545 share of ATC Common Stock for each 1.0 share of
Aurora Common Stock.
(c) Effective June 29, 1995, Mr. Rubin acquired 800,490 shares
including 81,750 shares issuable upon exercise of certain options.
(d)-(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Not applicable
ITEM 7. Materials to be filed as Exhibits.
Agreement and Plan of Merger dated as of January 6, 1995 by and
between Aurora and the Issuer (incorporated by reference to Exhibit 2(a) filed
as an Exhibit to the Form S-4 Registration Statement, File No. 33-88380).
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: July 10, 1995
Reporting Person: Morry Rubin
Signature: /s/ MORRY F. RUBIN
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Morry F. Rubin
