CUSIP No: 871562203
1) Reporting Person
& SS# or Tax ID: Andrew M. Lassak SS# ###-##-####
2) Check Correct Box
if Member of Group: (a) / / (b) / /
3) SEC Use only
4) Source of Funds: / WC /
5) Check if Disclosure of
Legal Proceedings Required
by Items 2(d) or 2(e): / /
6) Citizenship or
Co.'s Location: USA
No. Shares Beneficially
Owned by Filer, With...
7) Sole Voting Power: 663,800*
8) Shared Voting Power: 0
9) Sole Dispositive Power: 663,800*
10) Shared Dispositive Power: 0
11) Aggregate Beneficially
Owned by Filer: 663,800*
12) Check if Amount in (11)
Excludes Certain Shares: / /
13) Percent of Class
by Amount in (11): / 9.56% /*
14) Type of Filer: Andrew M. Lassak IN
* Figures marked with asterisks assume conversion of warrants and
rights solely held by Mr. Lassak to common shares. See Item 5
(a)(b) in this Schedule 13D for a full breakdown
Item 1. SECURITY AND ISSUER
The classes of securities to which this Schedule 13D relate
are shares, warrants and rights of common stock of Synagro
Technologies, Inc. ("SYGR"), whose principle executive offices
are located at 16000 Stuebner Airline, Suite 420, Spring, Texas
77379.
Item 2. IDENTITY AND BACKGROUND
(a)-(c),(f) This statement is being filed by Andrew M. Lassak
(the filer), 7 St. Cloud Lane, Boca Raton, FL 33431. The filer is
employed by Joseph Charles and Associates, Inc. (JCA), located at
5550 Glades Road, Suite 206, Boca Raton, Florida 33431. JCA is an
investment banking firm which makes markets in NASD securities.
Mr. Lassak is an account executive at JCA whose primary duties
involve buying and selling small cap securities for institutional
clients. Mr. Lassak is a U.S. citizen.
(d)-(e) Mr. Lassak has not been convicted in a criminal
proceeding in the past five years (excluding traffic violations
or similar misdemeanors) or has been 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 of such law.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Lassak has purchased Synagro Technologies common stock
and warrants to purchase common shares through open market
transactions. He has also received equity units from Synagro as
consideration for services rendered in the company's October,
1995 secondary offering.
Item 4. PURPOSE OF THE TRANSACTION
The filer has acquired common shares and equities convertible
to common stock as an investment. Mr. Lassak intends to review
on a continuing basis his investments in Synagro's common stock,
Synagro's business affairs and financial condition, as well as
conditions in the securities markets and general economic and
industry conditions. Mr. Lassak may purchase additional Synagro
shares in the open market, in privately-negotiated transactions,
and/or any other means. Additionally, he may dispose of Synagro
securities either in the open market, in privately-negotiated
transactions, and/or by other means.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(b) As of September 20, 1996, Mr. Lassak owns shares,
warrants and rights units totaling 663,800 shares. His stake
consists of 67,600 common shares, warrants to purchase 428,200
shares at $2.40 per share expiring in the year 2000, and rights
to acquire 14,000 units at $16.20 per unit with each unit
consisting of 6 common shares and 6 purchase warrants. The
Synagro 8K dated July 18, 1996 reported 6,349,000 shares
outstanding as of June 30, 1996 on a pro forma basis upon
Synagro's acquisition of Pima Gro, Inc. Based on this number and
assuming conversion and registration of all Mr. Lassak's warrants
and rights (increasing shares outstanding to 6,945,200), Mr.
Lassak owns approximately 9.56% of the Synagro common stock.
(c) Between July 15 and 23,1996, Mr. Lassak purchased 67,600
common shares in the open market at prices from $1.0933 to $1.097
per share. Additionally, from May 10, 1996 to September 12, 1996,
he bought 428,200 warrants in the open market at prices between
$.1875 and $.455 per warrant. The warrants are convertible to
common stock at an exercise price of $2.40 per share, expiring on
October 12, 2000. Lastly, Mr. Lassak will receive 14,000 rights
units from Synagro on October 1, 1996, in consideration for
services rendered in the company's $6,000,000 secondary offering
in October, 1995. Each unit consists of six common shares and six
warrants exercisable into common stock at $3.24 per share. The
units have registration rights effective upon receipt.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Mr. Lassak has no contract, arrangement, understanding or
relationship with any other person with respect to any securities
of Synagro including the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After due inquiry, and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Andrew M. Lassak 9/23/96
