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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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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)
October 10, 1995
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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
George 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 1,512,541
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,512,541
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,512,541
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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)
18.8
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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
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) George Rubin
(b) 104 East 25th Street, 10th floor, New York, NY 10010
(c) Chairman of the Board of the Issuer
(d) Not applicable
(e) Not applicable
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
Not applicable
ITEM 4. Purpose of Transactions
Not applicable
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Page 4 of 4 Pages
ITEM 5. Interest in Securities of the Issuer
(a)-(b) George Rubin directly beneficially owns 1,512,541 shares
(representing 18.8% 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 490,500 shares issuable upon exercise of certain warrants.
(c) On October 10, 1995, George Rubin sold 100,000 shares at
$12.00 per share.
(d)-(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
George Rubin agreed with the underwriters of the Registrant's
public offering not to transfer his shares for 180 days without their prior
written consent.
ITEM 7. Materials to be filed as Exhibits.
George Rubin Lock-up Agreement
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: October 12, 1995
Reporting Person: George Rubin
Signature: /s/GEORGE RUBIN
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George Rubin
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October 10, 1995
Rodman & Renshaw, Inc.
Pennsylvania Merchant Group Ltd
c/o RODMAN & RENSHAW, INC.
One Liberty Plaza, 31st Floor
165 Broadway
New York, New York 10006
As Representatives of the Several
Underwriters
Ladies and Gentlemen:
In order to induce Rodman & Renshaw, Inc. and Pennsylvania Merchant Group
Ltd. as representatives (the "Representatives") of the several underwriters, to
enter into an underwriting agreement with respect to the public offering (the
"Offering") of shares (the "Shares") of the common stock, par value $.01 per
share (the "Common Stock"), of ATC Environmental Inc., a Delaware corporation
(the "Company"), the undersigned agrees for the benefit of the Company and the
Representatives that, for a period of 180 days from the effective date of the
Offering, the undersigned will not, without the prior written consent of the
Representatives, offer, pledge, sell, transfer, assign, contract to sell, grant
any option for the sale of, or otherwise dispose of, directly or indirectly,
either pursuant to Rule 144 of the regulations under the Securities Act of 1933,
as amended, or otherwise, any shares of the Common Stock of the Company, or any
security or other instrument which by its terms is convertible into, exercisable
for, or exchangeable for shares of Common Stock, beneficially owned by the
undersigned, except (a) the exercise of options granted under the Company's
stock option plans (the "Plans") (but not the sale of the underlying Common
Stock), (b) by virtue of the laws of intestacy or distribution or (c) with
respect to Shares being sold in connection with the Offering or their being a
beneficial owner of any such Shares.
In order to enable you to enforce the aforesaid covenants, the undersigned
hereby consents to the placing of legends upon, and stop-transfer orders with
the transfer agent of the Company's securities with respect to, any shares of
Common Stock registered in the undersigned's name or beneficially owned by the
undersigned.
The Company agrees to instruct the transfer agent to place such legends and
stop-transfer orders and not to authorize the transfer agent to transfer any
shares without the consent of the Representatives as set forth herein.
The undersigned understands that the Company and the Representatives will
rely upon this letter if they proceed with the Offering.
The provisions of this agreement shall be binding upon the undersigned and
the successors, assigns, heirs, and personal representatives of the undersigned.
Very truly yours,
/s/ George Rubin
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Accepted and Agreed: Name: George Rubin
ATC Environmental Inc. Title:
By: /s/ Morry F. Rubin
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Name: Morry F. Rubin
Title: President