UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HI-RISE RECYCLING SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
428396 10 5
- --------------------------------------------------------------------------------
(CUSIP number)
FERN S. WATTS, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
FEBRUARY 20, 1998
- --------------------------------------------------------------------------------
(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)
<PAGE>
- ----------------------------------- -------------------------
CUSIP NO. 428396 10 5 SCHEDULE 13D PAGE 2 OF 6 PAGES
- ----------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVELIO ACOSTA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(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
UNITED STATES
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,276,094
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER -0-
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,276,094
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,276,094
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
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 16255 N.W. 54th Avenue, Miami, Florida 33014.
2 IDENTITY AND BACKGROUND.
Evelio Acosta (the "Reporting Person") is a Florida resident. The
Reporting Person is currently employed on a part time basis by a wholly
owned subsidiary of the Issuer. The Reporting Person's principal
business address is 8505 N.W. 74th Street, Miami, Florida 33166.
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 February 20, 1998, pursuant to the terms of an Agreement and Plan of
Merger, dated as of February 11, 1998 (the "Agreement and Plan of
Merger"), by and among the Issuer, AM Acquisition Corp., a newly formed
Florida corporation wholly owned by the Issuer ("Merger Sub"), Atlantic
Maintenance of Miami, Inc., a Florida corporation wholly owned by the
Reporting Person ("Atlantic Maintenance"), and the Reporting Person,
Merger Sub was merged with and into Atlantic Maintenance (the
"Merger"). Upon consummation of the Merger, which occurred on February
20, 1998, the issued and outstanding shares of the common stock of
Atlantic Maintenance, all of which were owned by the Reporting Person,
were converted into an aggregate of 1,276,094 shares of Common Stock
(the "Shares"), the separate corporate existence of Merger Sub
terminated and Atlantic Maintenance became a wholly owned subsidiary of
the Issuer. 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.
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 Common Stock. 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
<PAGE>
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 March 5, 1998, the Reporting Person
owned an aggregate of 1,276,094 Shares, which represented approximately
14.11% of the Common Stock outstanding as of March 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
Reporting Person agreed not to sell any of the Shares until one year
from the closing of the Merger.
7 MATERIAL TO BE FILED AS EXHIBITS.
Agreement and Plan of Merger, dated February 12, 1998, by and among the
Issuer, Merger Sub, Atlantic Maintenance, and the Reporting Person.
<PAGE>
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.
MARCH 19, 1998
------------------------------------------
(Date)
/s/ EVELIO ACOSTA
------------------------------------------
Evelio Acosta
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NO.
----------- ----------- -------------------
<S> <C> <C> <C>
1 Agreement and Plan of Merger, date February 12, 1998, by and (1)
among H-Rise Recycling Systems, Inc., AM Acquisition
Corp., Atlantic Maintenance of Miami, Inc. and Evelio Acosta
</TABLE>
- --------------------------------
(1) Incorporated by reference to the Exhibit of the same number included in
the Issuer's Current Report on Form 8-K, dated March 9, 1998, filed
with the Commission.
