SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amended and Restated)
Envirometrics, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
293972105
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(CUSIP Number)
Edwin B. Mishkin, Esq. (the "Trustee"), solely in his capacity
as trustee under the Securities Investor Protection Act pursuant
to a court order further described in the Schedule 13D filed on
March 14, 1995 by the Trustee with respect to the Common Stock
of the Issuer and attached as Exhibit A thereto,
c/o P.O. Box 1098, Wall Street Station, New York, NY
10268-1098; Tel: (212) 422-9780.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1997
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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 following pages)
(Page 1 of 7 Pages)
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CUSIP NO. 293972105 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin B. Mishkin, Esq., solely in his capacity as Trustee
under the Securities Investor Protection Act pursuant to a
court order further described herein.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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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 ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 229,176
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
229,176
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
229,176
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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)
9.27%
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14 TYPE OF REPORTING PERSON
IN
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This Amended and Retated Schedule 13D amends and restates
the Schedule 13D filed on March 14, 1995, Amendment No. 1 thereto
filed on March 16, 1995 and Amendment No. 2 thereto filed on
October 13, 1995, by Edwin B. Mishkin, Esq., solely in his
capacity as trustee under the Securities Investor Protection Act,
with respect to the Common Stock of the Issuer.
Item 1. Security and Issuer.
This statement is filed in respect of shares of common
stock, par value $0.001 per share ("Common Stock"), of
Envirometrics, Inc., a Delaware corporation (the
"Issuer"), the principal executive offices of which
are located at 9229 University Boulevard, Charleston,
South Carolina 29406.
Item 2. Identity and Background.
(a) The person filing this statement is Edwin B.
Mishkin, solely in his capacity as trustee for the
liquidation of the business of Adler Coleman Clearing
Corp., a Delaware corporation ("Adler"), pursuant to a
court order (further described below) under section
78eee(b)(3) of the Securities Investor Protection Act
("SIPA"), with all the duties and powers of a trustee
as prescribed in SIPA (the "Trustee").
(b) The Trustee's business address is 1 Liberty Plaza,
45th Floor, New York, NY 10006. The Trustee's mailing
address is P.O. Box 1098, Wall Street Station,
New York, NY 10268-1098.
(c) Mr. Mishkin, in his individual capacity, is a
member of Cleary, Gottlieb, Steen & Hamilton, a New
York partnership, whose principal place of business is
1 Liberty Plaza, 42nd Floor, New York, NY 10006.
(d) During the past five years, the Trustee (and Mr.
Mishkin, in his individual capacity) has not been
convicted in a criminal proceeding.
(e) During the past five years, the Trustee (and Mr.
Mishkin, in his individual capacity) has not been
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 with respect to such
laws.
(f) The Trustee is a United States citizen.
(Page 3 of 7 Pages)
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On information and belief, shares of Common Stock
were first offered to the public pursuant to a
registration statement on Form SB-2 (Reg. No.
33-73854) and a prospectus dated April 29, 1994 (the
"Prospectus"), filed pursuant to Rule 424(b)(1) of the
Securities Act of 1933, as amended, at a price of
$5.00 per unit, of 600,000 units ("Units"), each
consisting of one share of Common Stock and a warrant
("Warrants") to purchase one share of Common Stock.
According to the Prospectus, upon separation from the
Common Stock, which was to take effect at any time
after the date of the Prospectus, at the Issuer's sole
discretion, Warrants were to be exercisable (subject
to certain conditions that the Trustee believes are
currently satisfied) through April 29, 1999. According
to the Issuer's Quarterly Report on Form 10-QSB for
the quarter ended October 1, 1994, as filed on
November 15, 1994 (the "Quarterly Report"), the Common
Stock and Warrants began trading separately on August
12, 1994.
The Trustee believes that the Common Stock and
Warrants, which are currently trading separately on
the NASDAQ SmallCap Stock Market, and the Units, which
are no longer traded as a whole, were acquired by
Adler from Hanover Sterling & Company, Ltd.
("Hanover").
The Trustee was appointed pursuant to an order of the
United States District Court for the Southern District
of New York, dated February 27, 1995 (the "Court
Order"), attached as Exhibit A to the Schedule 13D
filed with respect to the Issuer's Common Stock on
March 14, 1995. By operation of law, the Trustee is in
possession and effective control of the assets of
Adler. Those assets include the assets of Hanover,
including the shares of Common Stock described in Item
5, as to which the Trustee may have beneficial
ownership.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2 above, the Trustee succeeded to
the Units, Common Stock and Warrants pursuant to the
Court Order.
Item 4. Purpose of Transaction.
(a) The Trustee was appointed to fulfill the duties of
a trustee under SIPA, and is acting solely in
connection therewith.
In connection with the ongoing claims determination
process, the Trustee has determined that a portion of
the Units, shares of Common Stock and Warrants
previously reported as being possibly benefically
owned by him were needed for delivery to former
customers of Adler in satisfaction of their claims.
In his capacity as trustee, the Trustee intends to dispose
of the remaining Units, shares of Common Stock and Warrants
(or the Common Stock underlying such Units and Warrants,
as the case may be), with the purpose of maximizing the
(Page 4 of 7 Pages)
<PAGE>
value of the business consistent with applicable law and
his duties and powers as prescribed in SIPA.
Except as set forth above, the Trustee does not have
any plans or proposals that would relate to or result
in any of the actions set forth in the other
instructions for Item 4, subparts (b) through (j).
Item 5. Interest in Securities of the Issuer.
(a) Upon satisfying the claims of former customers of
Adler, the Trustee believes that, for the purposes of
Rule 13d-3(a), the Trustee will be the beneficial
owner of 94,056 shares of Common Stock and 135,120
Warrants, and therefore will be the beneficial owner
of an aggregate 229,176 shares of Common Stock.
Based on the information available to the Trustee,
which consists of information contained in the
Prospectus together with the Quarterly Report on Form
10-QSB of the Issuer for the quarter ended September
30, 1996, as filed on November 19, 1996, the Trustee
believes that there are currently outstanding
2,471,626 shares of Common Stock (including 135,120
shares of Common Stock underlying the Warrants held by
the Trustee, as required under Rule 13d-3(d)(1)).
Thus, the Common Stock that may be beneficially owned
by the Trustee represents 9.27% of the outstanding
shares of Common Stock.
As the Trustee continues his investigation of the
assets of Adler, it is possible that he may discover
that he may have become the beneficial owner of
additional shares of Common Stock pursuant to the
Court Order.
(b) The Trustee believes that, pursuant to his powers
and obligations under the Court Order, he has sole
voting power and sole dispositive power as to all of
the shares of Common Stock listed in Item 5(a) above.
(c) The Trustee (and Mr. Mishkin, in his individual
capacity) has not effected any transactions in the Units,
Common Stock or Warrants within the past sixty (60) days.
(d) Not Applicable.
(e) Not Applicable.
(Page 5 of 7 Pages)
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Other than as noted in Item 5(a) and Exhibits B, C and
D to Amendment No. 1 to the Schedule 13D filed with
respect to the Issuer's Common Stock on March 16,
1995, the Trustee is not aware of any contracts,
arrangements, understandings or other relationships
with respect to the Units, Common Stock, Warrants or
any other securities of the Issuer, other than the
duties and powers of the Trustee provided for pursuant
to the Court Order or as otherwise described herein.
Item 7. Material to be Filed as Exhibits.
The Trustee is not filing any exhibits in connection
with this Amended and Restated Schedule 13D. The
following exhibits have been previously filed as
noted.
a. Court Order, dated February 27, 1995, attached as
Exhibit A to the Schedule 13D filed with respect to
the Issuer's Common Stock on March 14, 1995.
b. Court Order, dated March 15, 1995, attached as
Exhibit B to Amendment No. 1 to the Schedule 13D filed
with respect to the Issuer's Common Stock on March 16, 1995.
c. Agreement, dated March 15, 1995, attached as Exhibit C
to Amendment No. 1 to the Schedule 13D filed with respect
to the Issuer's Common Stock on March 16, 1995.
d. Press Release, dated March 16, 1995, attached as
Exhibit D to Amendment No. 1 to the Schedule 13D filed
with respect to the Issuer's Common Stock on
March 16, 1995.
(Page 6 of 7 Pages)
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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.
February 3, 1997
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(Date)
/s/ Edwin B. Mishkin
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(Signature)
By: Edwin B. Mishkin, Esq., solely
as the SIPA Trustee for the
liquidation of Adler, Coleman
Clearing Corp.
(Page 7 of 7 Pages)
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