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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANTO TO RULE 13d-2(a)
U S PLASTIC LUMBER CORP.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
902948108
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(CUSIP NUMBER)
ROBERT M. KRAMER, ESQ.
ROBERT M. KRAMER & ASSOCIATES, P.C.
1150 FIRST AVENUE
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 992-4712
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 5, 1999
--------------------------------
(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(e), 13d-1(f) OR 13d-1(g), CHECK THE
FOLLOWING BOX [ ].
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 11 PAGES)
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CUSIP No. 902948108 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON: Louis D. Paolino, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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 of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,250,000 shares (includes warrants
for 450,000 shares)
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8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,250,000 shares (includes warrants
PERSON WITH for 450,000 shares)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 shares (includes warrants for 450,000 shares)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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CUSIP No. 902948108 13D Page 3 of 13 Pages
- -------------------------- -----------------------
1 NAME OF REPORTING PERSONS Matthew Paolino
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]; (b) [X]
- --------------------------------------------------------------------------------
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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 125,000 shares (includes warrants for
25,000 shares)
------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 125,000 shares (includes warrants for
PERSON WITH 25,000 shares)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares (includes warrants for 25,000 shares)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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CUSIP No. 902948108 13D Page 4 of 13 Pages
- ---------------------------- --------------------------
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1 NAME OF REPORTING PERSON: Louis D. Paolino, Sr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]; (b) [X]
- --------------------------------------------------------------------------------
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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 62,500 shares (includes warrants for
12,500 shares)
------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 62,500 shares (includes warrants for
12,500 shares)
REPORTING
PERSON WITH
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,500
shares (includes warrants for 12,500 shares)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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CUSIP No. 902948108 13D Page 5 of 13 Pages
- ----------------------------- ----------------------------
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1 NAME OF REPORTING PERSON: Joseph Paolino
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]; (b) [X]
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 62,500 shares (includes warrants for
12,500 shares)
------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 62,500 shares (includes warrants for
REPORTING 12,500 shares)
PERSON WITH
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,500
shares (includes warrants for 12,500 shares)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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PAGE 6 OF 13 PAGES
This Schedule 13D is being filed in connection with an acquisition of
shares and warrants of U.S. Plastic Lumber Corp., a Nevada corporation ("USPL")
resulting from the merger (the "Merger") of Brass Investment Co., a Delaware
corporation ("Brass") into a wholly-owned subsidiary of USPL. This Statement is
being filed by the reporting persons identified in Item 2 herein (the "Reporting
Persons") to report the acquisition through the Merger of shares of common stock
of USPL, par value $ .0001 per share (the "Shares") and warrants exercisable for
Shares, as a result of which the Reporting Persons may, collectively, be deemed
to be beneficial owners of more than 5% of the outstanding Shares. The Reporting
Persons do not admit that they constitute a group, and each Reporting Person
disclaims beneficial ownership of all Shares other than Shares over which such
Reporting Person will hold sole voting and dispositive power.
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
Shares. The principal executive offices of USPL are located at 2300 Glades Road,
Suite 440W, Boca Raton, Florida 33431.
Item 2. Identity and Background
LOUIS D. PAOLINO, JR.
(a) The name of the person filing this statement is Louis D. Paolino,
Jr.
(b) Louis D. Paolino, Jr.'s address 2626 DelMar Place, Ft. Lauderdale,
FL 33301.
(c) Louis D. Paolino, Jr. is the President of American Wash Services,
Inc., a Delaware corporation ("AWS"), having its principal business address at
1000 Crawford Place, Suite 400, Mount Laurel, New Jersey 08054.
(d) During the last five years, Louis D. Paolino, Jr. has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Louis D. Paolino, Jr. has not 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 with respect to such laws.
(f) Louis D. Paolino, Jr. is a citizen of the United States.
MATTHEW PAOLINO
(a) The name of the person filing this statement is Matthew Paolino.
(b) Matthew Paolino's business address is 1000 Crawford Place, Mount
Laurel, New Jersey 08054.
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PAGE 7 OF 13 PAGES
(c) Matthew Paolino is the Vice President of AWS.
(d) During the last five years, Matthew Paolino has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Matthew Paolino has not 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 with respect to such laws.
(f) Matthew Paolino is a citizen of the United States.
LOUIS D. PAOLINO, SR.
(a) The name of the person filing this statement is Louis D. Paolino,
Sr.
(b) Louis D. Paolino, Sr.'s address is 550 Roberts Road, Bryn Mawr, PA.
(c) Louis D. Paolino, Sr. is retired.
(d) During the last five years, Louis D. Paolino, Sr. has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Louis D. Paolino, Sr. has not 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 with respect to such laws.
(f) Louis D. Paolino, Sr. is a citizen of the United States.
JOSEPH PAOLINO
(a) The name of the person filing this statement is Joseph Paolino.
(b) Joseph Paolino's business address is 3201 South 61st Street,
Philadelphia, PA 19153.
(c) Joseph Paolino is the Manager of Soil Remediation of Philadelphia,
Inc., having its principal place of business at 3201 South 61st Street,
Philadelphia, PA 19153.
(d) During the last five years, Joseph Paolino has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Joseph Paolino has not 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
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PAGE 8 OF 13 PAGES
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) Joseph Paolino is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the Shares to be acquired by the Reporting
Persons consists of the equity interest of the Reporting Persons in Brass.
Item 4. Purpose of Transaction.
All of the Shares reported herein were acquired in a series of
transactions (described below) that influence control of USPL as and to the
extent described herein. One or another of the Reporting Persons may from
time-to-time acquire additional Shares either in open market or privately
negotiated purchases.
THE MERGER
On January 12, 1999, USPL entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Brass and the Reporting Persons
(owners of all of the outstanding shares of common stock of Brass), pursuant to
which Brass was merged with and into Clean Earth, Inc., a Delaware corporation
and a wholly-owned subsidiary of USPL, on March 23, 1999. The Merger Agreement
was modified on May 5, 1999.
Under the Merger Agreement, all of the outstanding shares of common
stock of Brass have been converted into the right of the Reporting Persons to
receive from USPL, as consideration for the Merger, cash, Shares and Warrants to
purchase Shares in amounts which were finally determined on May 5, 1999 to be:
(i) $4,450,000, in cash, (ii) 2,000,000 unregistered Shares, and (iii) warrants
to purchase 500,000 Shares at $6.00 per Share, allocated among the Reporting
Persons as set forth under Item 5.
REORGANIZATION OF THE BOARD OF DIRECTORS
Louis D. Paolino, Jr. was named to USPL's Board of Directors on March
30, 1999, and elected Chairman of the Board of Directors on May 5, 1999. After
being named to the Board of Directors, Louis D. Paolino, Jr. designated two
additional Directors, Louis D. Paolino, Sr. and John Drury.
The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement (attached as Exhibit 1 hereto), which is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
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PAGE 9 OF 13 PAGES
As a result of consideration granted the Reporting Persons under the
Merger Agreement, they may be deemed to own beneficially the number and
percentage of USPL's Shares set forth below (based upon USPL's Form S-3 filed
April 22, 1999, which reported that the number of Shares outstanding was
18,230,528, plus 2,000,000 Shares to be issued in connection with this
transaction). Under Rule 13d- 5(b)(1) of the Securities Exchange Act of 1934,
the Reporting Persons may be considered a "group" acting together to acquire
control of the Company and therefore may each be deemed to beneficially own the
Shares held by all of the Reporting Persons (2,500,000 Shares in the aggregate).
Each Reporting Person, however, expressly disclaims his membership in a group
and the beneficial ownership of the Shares to be acquired by the other Reporting
Persons
NAME SHARES OF COMMON STOCK PERCENTAGE
Louis D. Paolino, Jr. 2,250,000(1) 10.9%
Matthew Paolino 125,000(2) 0.6%
Louis D. Paolino, Sr. 62,500(3) 0.3%
Joseph Paolino 62,500(3) 0.3%
Each of the Reporting Persons will have the sole power to vote the
Shares disclosed in the table above and the sole power to direct the disposition
of such Shares.
Except for the transactions described herein, there have been no
transactions effected with respect to the Shares since March 8, 1999 by any of
the Reporting Persons.
To the best of the Reporting Persons' knowledge, except as set forth
herein, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any Shares which
the Reporting Persons may be deemed to own beneficially.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities of
the Issuer.
See "The Merger" and "Reorganization of the Board of Directors" in Item
4 of this Statement.
Item 7. Material to be Filed as Exhibits.
1. Merger Agreement dated January 12, 1999 by and among the USPL,
Brass and the Reporting Persons.
2. Amendment to the Merger Agreement dated May 5, 1999.
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(1) Consists of (a) 1,800,000 Shares held directly and (b) 450,000 Shares
issuable upon exercise of warrants.
(2) Consists of (a) 100,000 Shares held directly and (b) 25,000 Shares issuable
upon exercise of warrants.
(3) Consists of (a) 50,000 Shares held directly and (b) 12,500 Shares issuable
upon exercise of warrants.
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PAGE 10 OF 11 PAGES
Signatures
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATE: May 11, 1999 /s/ Louis D. Paolino, Jr.
------------------------------------
Louis D. Paolino, Jr.
Chairman of the Board of Directors
/s/ Matthew Paolino
------------------------------------
Matthew Paolino
/s/ Louis D. Paolino, Sr.
------------------------------------
Louis D. Paolino, Sr.
Director
/s/ Joseph Paolino
------------------------------------
Joseph Paolino
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PAGE 11 OF 11 PAGES
EXHIBIT INDEX
1. Merger Agreement dated January 12, 1999 by and among USPL,
Brass and the Reporting Persons. Previously filed on Form 8-K
as an Exhibit on April 7, 1999 and it is incorporated herein
by reference.
2. Amendment to Merger Agreement dated May 5, 1999. Previously
filed on Form 8-K/A on May 18, 1999 and it is as an Exhibit
incorporated herein by refrence.
