SEC 1746
(2-98)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 4)*
GZA GeoEnvironmental Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
362386104
(CUSIP Number)
William R. Beloff, 9 Bridie Lane, Norfolk, Massachusetts 02056
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
(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 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-7
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).
CUSIP No. 362386104
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Futureco Environmental Inc. ("Futureco")
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3.
SEC Use Only ..............................................................
................................................
4. Source of Funds (See Instructions) .
....00
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
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
8. Shared Voting Power 646,604...........................
9. Sole Dispositive Power
10. Shared Dispositive Power 646,604......................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 646,604
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 15.38%
14. Type of Reporting Person (See Instructions)
.....CO.................................................................
........................................................................
........................................................................
........................................................................
........................................................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
William R. Beloff
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3.
SEC Use Only ..........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 41,848
8. Shared Voting Power............................................
9. Sole Dispositive Power 41,848
10. Shared Dispositive Power ......................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,848
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 1%
14. Type of Reporting Person (See Instructions)
.....IN
.....................................................................
.....................................................................
.....................................................................
.....................................................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Joseph P. Hehir
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only ........................................................
4. Source of Funds (See Instructions) .
PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 38,140
8. Shared Voting Power............................................
9. Sole Dispositive Power 38,140
10. Shared Dispositive Power ......................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,140
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 0.9%
14. Type of Reporting Person (See Instructions)
.....IN...............................................................
......................................................................
......................................................................
......................................................................
......................................................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Lawrence Feldman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only ......................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 55,327
8. Shared Voting Power.............................................
9. Sole Dispositive Power 55,327
10. Shared Dispositive Power .......................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 55,327
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 1.32%
14. Type of Reporting Person (See Instructions)
.....IN.............................................................
....................................................................
....................................................................
....................................................................
....................................................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
William E. Hadge
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only .........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 19,386
8. Shared Voting Power.......................................
9. Sole Dispositive Power 19,386
10. Shared Dispositive Power ................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 19,386
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 0.5%
14. Type of Reporting Person (See Instructions)
.....IN..............................................................
.....................................................................
.....................................................................
.....................................................................
.....................................................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
M. Joseph Celi
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only .......................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 24,382
8. Shared Voting Power.......................................
9. Sole Dispositive Power 24,382
10. Shared Dispositive Power .................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 24,382
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 0.6%
14. Type of Reporting Person (See Instructions)
.....IN..........................................................
.................................................................
.................................................................
.................................................................
.................................................................
This Amendment No. 4 relates to the Schedule 13D originally filed
on behalf of Futureco with the Securities and Exchange
Commission on March 31, 2000. The text of Item 4 is hereby
amended to reflect that on June 30, 2000, the agreement between
Futureco and Aquisitor PLC which gave Futureco beneficial
ownership of certain shares of GZA expired by its terms, and
Futureco no longer has beneficial ownership of such shares.
Item
4. Purpose of Transaction
On March 21, 2000, Futureco, whose principals are members
of senior management of GZA, entered into a Purchase
Agreement with each of Donald T. Goldberg, William S.
Zoino, and John E. Ayers (collectively the "Selling
Shareholders") to purchase a total of 646,604 shares of
GZA's common stock from the Selling Shareholders which
Purchase Agreements include agreements from the Selling
Shareholders to vote in favor of any merger proposed by
Futureco as hereinafter described.
Also on March 21, 2000, Futureco made a preliminary
proposal to GZA to enter into a "cash-out" merger (the
"Transaction") at price per share to be determined the effect
of which would be to purchase all of the public shares of
GZA in a "management buyout," subject to various approvals
required for both parties. GZA appointed a special
committee and hired investment bankers to consider the
Transaction. Futureco anticipates that the Transaction, if
consummated, will constitute a "going private transaction"
and that the common stock of GZA will cease to be traded on
the NASDAQ and will be deregistered under Section 12(g) of
the Securities Exchange Act of 1934, as amended.
On May 2, 2000, Futureco made a revised proposal to the
special committee of GZA to enter into the Transaction at a
price of $6.25 in cash per share of common stock held by the
public shareholders of GZA. Futureco has been informed
that this offer is not acceptable to the special committee;
however, discussions with the special committee are
continuing.
On May 9, 2000, Futureco entered into a Purchase Agreement
with Acquisitor PLC ("Acquisitor") to purchase a total of
219,000 shares of GZA's common stock from Acquisitor at a
per share price equal to the greater of (i) $6.25 or (ii) the
price paid to the public shareholders in connection with the
Transaction which Purchase Agreement includes an
agreement from Acquisitor to vote in favor of any merger
proposed by Futureco.
On May 17, 2000, GZA entered into a letter of intent with
Futureco providing for the acquisition, at a price of $6.45 per
share, of all of the outstanding shares of GZA common stock
which Futureco does not already own or have the right to
acquire. The proposed transaction is subject to several
conditions, including Futureco obtaining financing for the
transaction, GZA and Futureco entering into a definitive
merger agreement, approval of GZA's shareholders, which
may require a vote of the holders of two-third's of the shares
of GZA not owned by Futureco, and receipt of an opinion
from Houlihan Lokey Howard & Zukin Capital that the
transaction is fair to GZA's stockholders from a financial
point of view.
On June 30, 2000, the agreement between Futureco and
Aquisitor PLC dated May 9, 2000 reported in Amendment
No. 3 expired in accordance with its terms, and Futureco no
longer has any beneficial interest in the shares which had
been the subject matter of that agreement.
There can be no assurance that the Transaction will occur or,
if it does, on what terms. Futureco may enter into agreements
to acquire additional shares of common stock of GZA.
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.
July 7, 2000
Date
William R. Beloff, Joseph P. Hehir, Lawrence Feldman, William
E. Hadge, M. Joseph Celi and Futureco Environmental Inc.
By: William R. Beloff, For himself and as agent for each of the
persons indicated pursuant to a joint filing agreement previously
filed with the Securities and Exchange Commission
Signature
s/ William R. Beloff
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
Schedule 13D Page 2
