<PAGE>
SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NuCo2 Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
629428103
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 629428103 13G Page
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Names of Reporting Persons/
1 I.R.S. Identification Nos. of Above Persons (Entities Only)
WILLIAM P. EGAN
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [_]
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SEC Use Only
3
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Citizenship or Place of Organization
4
USA
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Sole Voting Power
5
Number of 121,000 -- Please also refer to Attachment A
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially 6
331,000 -- Please also refer to Attachment A
Owned by
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Each Sole Dispositive Power
7
Reporting 121,000 -- Please also refer to Attachment A
Person -----------------------------------------------------------
Shared Dispositive Power
With 8
331,000 -- Please also refer to Attachment A
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Aggregate Amount Beneficially Owned by Each Reporting Person
9
771,100 -- Please also refer to Attachment A, Footnote 7
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
10 (See Instructions)
[_]
N/A
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Percent of Class Represented by Amount in Row (9)
11
10.68% -- Please also refer to Attachment A
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Type of Reporting Person (See Instructions)
12
IN
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ITEM 1.
(a) NAME OF ISSUER
NuCo2 Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2800 Southeast Market Place
Stuart, Florida 34997
ITEM 2.
(a) NAME OF PERSON FILING
WILLIAM P. EGAN
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Burr, Egan, Deleage & Co.
One Post Office Square, Suite 3800
Boston, Massachusetts 02103
(c) CITIZENSHIP
USA
(d) TITLE OF CLASS OF SECURITIES
Common Stock
(e) CUSIP NUMBER
629428103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK
WHETHER THE PERSON FILING IS A:
This statement is filed pursuant to Rule 13d-1(c)
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED
771,100 -- Please refer to Attachment A
(b) PERCENT OF CLASS
10.68% -- Please also refer to Attachment A
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
121,000 -- Please also refer to Attachment A
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
331,000 -- Please also refer to Attachment A
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
121,000 -- Please also refer to Attachment A
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
331,000 -- Please also refer to Attachment A
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Please refer to Attachment A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP
N/A
ITEM 10. CERTIFICATION
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June 1, 1999
/s/ WILLIAM P. EGAN
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WILLIAM P. EGAN
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ATTACHMENT A
NUCO2 INC.
COMMON STOCK OWNERSHIP TABLE AS OF MAY 26, 1999
A) SHARES OWNED BY / AFFILIATED WITH WILLIAM P. EGAN
<TABLE>
<CAPTION>
Beneficial Owner (issued in the name of) # of Shares Date Acquired
- ---------------------------------------- ----------- -------------
<S> <C> <C>
William P. Egan 121,000 Various times from 6/29/98 thru 12/31/98
The William P. Egan 1985 Children's Trust 83,750 (1)(2) Various times from 6/29/98 thru 12/31/98
The William P. Egan 1986 Children's Trust 52,050 (1)(2) Various times from 6/29/98 thru 12/31/98
TOTAL: 256,800
</TABLE>
B) SHARES OWNED BY / AFFILIATED WITH CRAIG L. BURR
<TABLE>
<CAPTION>
Beneficial Owner (issued in the name of) # of Shares Date Acquired
- ---------------------------------------- ----------- -------------
<S> <C> <C>
Craig L. Burr 131,000 Various times from 11/4/97 thru 6/12/98
The Craig L. Burr 1986 Children's Trust 331,000 (3)(4) Various times from 11/4/97 thru 6/12/98 and on 5/24/99
Matthew Burr 26,150 (5) 7/22/98 and 7/24/98
Lander Burr 26,150 (6) 7/22/98 and 7/24/98
TOTAL: 514,300
</TABLE>
C) SUMMARY
Total # of Shares
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William P. Egan & affiliated entities 256,800
Craig L. Burr & affiliated entities 514,300
TOTAL: 771,100 (7)
Total shares of NuCo2 issued & outstanding: 7,217,000 10.68%
(1) of which Mr. Egan, a principal of Burr, Egan, Deleage & Co. (a venture
capital firm founded by Mssrs. Craig L. Burr, William P. Egan and Jean
Deleage), is neither a trustee nor claims any beneficial ownership.
(2) of which Mr. Burr, a principal of Burr, Egan, Deleage & Co. (a venture
capital firm founded by Mssrs. Craig L. Burr, William P. Egan and Jean
Deleage), is a trustee but disclaims all beneficial ownership.
(3) of which Mr. Burr, a principal of Burr, Egan, Deleage & Co. (a venture
capital firm founded by Mssrs. Craig L. Burr, William P. Egan and Jean
Deleage), is neither a trustee nor claims any beneficial ownership.
(4) of which Mr. Egan, a principal of Burr, Egan, Deleage & Co. (a venture
capital firm founded by Mssrs. Craig L. Burr, William P. Egan and Jean
Deleage), is a trustee but disclaims all beneficial ownership.
(5) of which Matthew Burr, a son of Craig L. Burr, is the beneficial owner and
to which Craig L. Burr disclaims beneficial ownership.
(6) of which Lander Burr, a son of Craig L. Burr, is the beneficial owner
and to which Craig L. Burr disclaims beneficial ownership.
(7) MR. BURR AND MR. EGAN MAY CONSULT WITH EACH OTHER IN CONNECTION WITH THE
ACQUISITION AND DISPOSITION OF SHARES OF NUCO2 INC.
