UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HI-RISE RECYCLING SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
428396 10 5
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(CUSIP number)
FERN S. WATTS, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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(Name, address and telephone number of person
authorized to receive notices and communications)
OCTOBER 30, 1998
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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
[ ].
(Continued on the following pages)
(Page 1 of 6 Pages)
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CUSIP NO. 428396 10 5 SCHEDULE 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RONALD J. MCCRACKEN
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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
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 1,890,500(1)
SHARES
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER 5,200(2)
EACH
REPORTING ---------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,890,500(1)
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10 SHARED DISPOSITIVE POWER 5,200(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,895,700(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
IN
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(1) Does not include up to 609,500 shares of Common Stock issuable to the
Reporting Person upon conversion of a certain Convertible Promissory
Note, dated October 30, 1998 (the "Note") issued to the Reporting Person
by the Issuer. See Item 3 below.
(2) Such shares are beneficially owned by the Reporting Person's spouse.
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1 SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation (the "Issuer"). The executive offices of the Issuer are
located at 8505 N.W. 74th Street, Miami, Florida 33166.
2 IDENTITY AND BACKGROUND.
Ronald J. McCracken (the "Reporting Person") is a resident of the State
of South Carolina. The Reporting Person is currently employed by the
Issuer as its Executive Vice President of Business Development and
Sales. The Reporting Person's principal business address is 120 Allen
Street, Easely, South Carolina 29641.
The Reporting Person has not been convicted in a criminal proceeding in
the last five years.
During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in it being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws.
The Reporting Person is a United States citizen.
3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 30, 1998, pursuant to the terms of an Agreement and Plan of
Merger, dated as of October 9, 1998 (the "Agreement and Plan of
Merger"), by and among the Issuer, BPI Acquisition Corp., a newly
formed South Carolina corporation wholly owned by the Issuer ("Merger
Sub"), Bes-Pac, Inc., a South Carolina corporation wholly owned by the
Reporting Person ("Bes-Pac"), and the Reporting Person, Bes-Pac was
merged with and into Merger Sub (the "Merger"). Upon consummation of
the Merger, which occurred on October 30, 1998, the issued and
outstanding shares of the common stock of Bes-Pac, all of which were
owned by the Reporting Person, were converted into the right to receive
an aggregate of (i) $3,000,000 in cash, (ii) 1,890,500 shares (the
"Shares") of Hi-Rise Common Stock, (iii) a Convertible Promissory Note
(the "Note") of the Issuer in the principal amount of $1,219,000, and
(iv) the contingent right to receive additional cash and additional
shares of Hi-Rise Common Stock (collectively, the "Merger
Consideration"). The Registrant funded the cash portion of the Merger
Consideration through borrowings available under the Company's new
revolving and term credit facilities of up to $40.0 million from
General Electric Capital Corporation and other participating lenders.
At such time as the Merger is approved and/or ratified by the Company's
shareholders, the entire principal amount of the Note automatically
converts into a number of shares of Hi-Rise Common Stock determined by
dividing the outstanding principal amount of the Note by $2.00, subject
to adjustment under certain circumstances. By virtue of the
consummation of the Merger, the Reporting Person became the beneficial
holder of the Shares.
4 PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares in connection with the
above-described Merger and not with the view to, or for resale in
connection with, any distribution thereof. The Shares acquired by the
Reporting Person in connection with the Merger have not been registered
under the Securities Act of 1933, as amended.
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The Reporting Person presently considers the Shares an attractive
investment and has no present intention of selling, granting any
participation in, or otherwise distributing the Shares. The Reporting
Person will continue to review his investment in the Shares on an
ongoing basis. Such continuing review may result in the Reporting
Person selling all or a portion of his holdings in the open market or
in privately negotiated transactions. Any such actions the Reporting
Person undertakes will be dependent upon, among other things, the price
levels of such Shares; general market and economic conditions; on-going
evaluation of the Issuer's business, financial condition, operations
and prospects; the relative attractiveness of alternative business and
investment opportunities; the actions of the management and Board of
Directors of the Issuer; and other future developments.
Although the foregoing reflects activities presently contemplated by
the Reporting Person with respect to the Issuer, the foregoing is
subject to change at any time. Except as set forth above, the Reporting
Person has no present plans or intentions which would relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
5 INTEREST IN SECURITIES OF ISSUER.
As of the close of business on November 5, 1998, the Reporting Person
directly and indirectly owned an aggregate of 1,895,700 Shares, which
represented approximately 16.6% of the Common Stock outstanding as of
November 5, 1998. The Reporting Person acquired the Shares in
connection with the above-described Merger. The Reporting Person has
the sole power to vote and dispose of all of the Shares.
6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the Agreement and Plan of Merger, the Issuer
has agreed to effect the registration of the Shares under the
Securities Act of 1933, as amended, for resale by the Reporting Person.
7 MATERIAL TO BE FILED AS EXHIBITS.
Agreement and Plan of Merger, dated as of October 9, 1998, by and among
the Issuer, Merger Sub, Bes-Pac, and the Reporting Person.
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SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NOVEMBER 6, 1998
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(Date)
/s/ RONALD J. MCCRACKEN
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Ronald J. McCracken
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NO.
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1 Agreement and Plan of Merger, dated as (1)
of October 9, 1998, by and among Hi-Rise
Recycling Systems, Inc., BPI Acquisition
Corp., Bes-Pac, Inc. and Ronald J. McCracken
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(1) Incorporated by reference to the Exhibit of the same number included in
the Issuer's Current Report on Form 8-K, dated November 9, 1998, filed
with the Commission.
