UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Waste Systems International, Inc. (f/k/a BioSafe International Inc.)
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(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
94106P209
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
December 28, 1999
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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 [ ].
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.
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,286,621
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,286,621
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,286,621
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,286,621
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,286,621
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,286,621
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,286,621
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,286,621
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,286,621
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") should be read in
conjunction with the Schedule 13D dated June 26, 1997 ("Schedule 13D"),
Amendment No. 1 to Schedule 13D dated May 11, 1998, Amendment No. 2 to Schedule
13D dated August 3, 1998, Amendment No. 3 to Schedule 13D dated February 26,
1999, Amendment No. 4 to Schedule 13D dated May 6, 1999 and Amendment No. 5 to
Schedule 13D dated July 30, 1999 (collectively, "Amendment Nos. 1-5") each as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. This
Amendment No. 6 amends the Schedule 13D and Amendment Nos. 1-5 only with respect
to those items listed below. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto on the Schedule 13D, Amendment Nos. 1-
5.
This filing of this Amendment No. 6 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement relates to shares of the common stock , par value of $.01
per share, (the "Shares") of Waste Systems International, Inc. (f/k/a BioSafe
International, Inc.) (the "Company"). The principal executive offices of the
Company are located at Lexington Office Park, 420 Bedford Street, Suite 300,
Lexington, MA 02173.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following paragraph:
On December 28, 1999, the Fund purchased 13,600 Shares of Series D
Convertible Preferred Stock (the "Series D Preferred") through a private
placement transaction for cash in the amount of $13,600,000.00. Pursuant to the
terms of the Series D Preferred, the shares of Series D Preferred may, at the
option of the holder, be converted at any time or from time to time into Shares
or automatically upon the occurrence of certain events. Each share of Series D
Preferred is convertible into the number of shares determined by dividing the
$1,000 purchase price plus accrued and unpaid dividends on such share of Series
D Preferred (at a rate of 10% per annum) by the conversion price (the
"Conversion Price"). The initial Conversion Price is $6.00, subject to
adjustment in certain circumstances. As a result, the Fund may be deemed the
beneficial owner of an additional 2,266,666 Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 6 OF 8 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth
below.
(a) The Fund beneficially owns, and DDJ III and DDJ may be deemed to
beneficially own as general partner and investment manager, respectively, of the
Fund, 10,286,622 Shares (assuming conversion of all of its Notes, exercise of
all its Warrants and conversion of all shares of Series D Preferred - see Item
3), or approximately 40.9% of the Shares of the Company. David J. Breazzano and
Judy K. Mencher, each a principal of DDJ, serve on the Board of Directors of the
Company and have been granted stock options pursuant to the Company's 1995 Stock
Option Plan for Non-employee Directors. As of the date of filing, Mr. Breazzano
may be deemed to beneficially own 10,000 shares of common stock as a result of
ownership of stock options exercisable within 60 days. As of the date of
filing, Ms. Mencher may be deemed to beneficially own 9,870 shares of common
stock as a result of ownership of stock options exercisable within 60 days.
Other than as set forth in this Item 5, neither DDJ nor any of the DDJ
Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of the
persons named in Schedule A, beneficially own any other Shares.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is amended by adding the following paragraph:
In connection with the private placement entered into on December 28, 1999
described in Item 3 above, the Fund executed a subscription agreement in the
form required by the offer and the Company agreed to enter into a registration
rights agreement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 7 OF 8 PAGES
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.
DDJ CAPITAL MANAGEMENT, LLC
By: / s / Wendy Schnipper Clayton
-------------------------------------------
Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on September 10, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 94106P209 PAGE 8 OF 8 PAGES
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02482-7910. Mr. Breazzano and Ms.
Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC and GP III-A, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation, Director of Kepler Overseas Corp. and GP III-A,
LLC
