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Berman Meyer A – ‘SC 13D/A’ on 11/25/02 re: Eagle Building Technologies Inc

On:  Monday, 11/25/02, at 10:26am ET   ·   Accession #:  1157523-2-1565   ·   File #:  5-49878

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/25/02  Berman Meyer A                    SC 13D/A               1:15K  Eagle Building Technologies Inc   Business Wire/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    M.A. Berman SC 13D/A                                  10     34K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
7Item 1. Security and Issuer
"Item 2. IDENTITY AND BACKGROUND FOR THE REPORTING PERSONS (a) - (b)
8Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of the Transaction
"Item 5. Interest in the Securities of the Issuer - Eagle Building Technologies, Inc
9Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) EAGLE BUILDING TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 269439105 (CUSIP Number) M.A. Berman Co. 700 East Palmetto Park Road Boca Raton, Florida 33432 (561) 391-7899 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 2002 (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 [ ]. NOTE. Six copies 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 disclosures provided in a prior cover page. The information required on 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). (Page 1 of 10 pages)
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SCHEDULE 13D ----------------------------------------------------------------------- CUSIP NO. 269439105 ----------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.A. Berman Co. 11-2543728 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 ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida 7. SOLE VOTING POWER NUMBER OF 1,075,716 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,075,716 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,075,716 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.78% 14. TYPE OF REPORTING PERSON CO (Page 2 of 10 pages)
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SCHEDULE 13D ----------------------------------------------------------------------- CUSIP NO. 269439105 ----------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.A. Berman Partners, LP 11-3212934 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF, OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida 7. SOLE VOTING POWER NUMBER OF 860,983 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 860,983 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 860,983 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11% 14. TYPE OF REPORTING PERSON PN (Page 3 of 10 pages)
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SCHEDULE 13D ----------------------------------------------------------------------- CUSIP NO. 269439105 ----------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meyer A. Berman 044-26-6447 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER NUMBER OF 2,794,899 (Note 1) SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,794,899 (Note 1) WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,794,899 Note 1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14. TYPE OF REPORTING PERSON IN ------------ (Note 1) ------------ Includes (i)73,767 shares of Common Stock owned by Meyer A. Berman individually, (ii) 1,075,716 shares of Common Stock owned by M.A. Berman Co., (iii) 860,983 shares of Common Stock owned by M.A. Berman Partners, LP, (iv) 727,933 shares of Common Stock owned by Meyer A. Berman, Individual Retirement Account and (v) 56,500 shares of Common Stock owned by Katia Christine, spouse of Meyer A. Berman. (Page 4 of 10 pages)
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SCHEDULE 13D ----------------------------------------------------------------------- CUSIP NO. 269439105 ----------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meyer A. Berman, Individual Retirement Account 044-26-6447 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida 7. SOLE VOTING POWER NUMBER OF 727,933 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 727,933 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,933 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% 14. TYPE OF REPORTING PERSON IN (Page 5 of 10 pages)
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SCHEDULE 13D ----------------------------------------------------------------------- CUSIP NO. 269439105 ----------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Katia Christine 564-57-6296 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER NUMBER OF 50,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 50,000 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (Note 2) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14. TYPE OF REPORTING PERSON IN ----------- (Note 2) ----------- Does not include 56,500 shares of Common Stock over which Meyer A. Berman retains voting and dispositive power pursuant to a power of attorney agreement between Mr. Berman and Ms. Christine. (Page 6 of 10 pages)
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ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, $.01 par value ("Common Stock"), issued by: Eagle Building Technologies, Inc. (the "Company") 20293 State Road 7 Boca Raton, Florida 33432 ITEM 2. IDENTITY AND BACKGROUND FOR THE REPORTING PERSONS (a) - (b) M.A. Berman Partners, LP 700 East Palmetto Park Road Boca Raton, Florida 33432 M.A. Berman Co. 700 East Palmetto Park Road Boca Raton, Florida 33432 Meyer A. Berman Individually and Individual Retirement Account 700 East Palmetto Park Road Boca Raton, Florida 33432 Katia Christine 700 East Palmetto Park Road Boca Raton, Florida 33432 (c) M.A. Berman Partners, LP ("MAB") is a limited partnership formed for the purpose of investing in the securities of public and private entities. The general partner of MAB is Meyer A. Berman, individually, and M.A. Berman Capital Corp., a New York corporation, of which Mr. Berman is the sole shareholder. M.A. Berman Co. is a Florida corporation and is no longer a member of the National Association of Securities Dealers, Inc., as of 7/1/02. Meyer A. Berman is the sole shareholder of MA Berman Co. Meyer A. Berman has "trading authorization" over a limited number of brokerage accounts at STC Securities, Corp.. These transactions are reported under MA Berman Co. Katia Christine is the wife of Meyer A. Berman. (d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic or similar misdemeanor). (e) During the last five years, none of the Reporting Persons have 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) Mr. Berman and Ms. Christine are private investors and United States citizens. (Page 7 of 10 pages)
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The funds used for the purchases reported herein consist of investor funds in the MAB limited partnership, the corporate funds of M.A. Berman Co. and the personal funds of each of Mr. Berman and Ms. Christine, none of which funds were borrowed. As a result of the purchases reported herein, the Reporting Persons' beneficial ownership of the Company's Common Stock has changed by greater than 1%. Consequently, the Reporting Persons are filing this Amendment No. 4 to Schedule 13D to update the beneficial ownership information reported in Amendment No. 3 and to report the following transfers of shares of Common Stock from certain discretionary accounts managed by M.A. Berman Co. to other members of the National Association of Securities Dealers, Inc., without receipt of consideration by M.A. Berman Co.:(i) 30,000 shares of Common Stock were transferred on May 10, 2002;(ii) 6,000 shares of Common Stock were transferred on June 19, 2002; (iii) 26,000 shares of Common Stock were transferred on June 27, 2002; (iv) 97,500 shares of Common Stock were transferred on June 28, 2002; (v) 2500 shares of common stock were transferred on July 1, 2002; 12,500 shares of common stock were transferred on July 2, 2002; 1667 shares of restricted stock were transferred on July 3, 2002; 2000 shares of common stock were transferred on July 8, 2002; 4000 shares of common stock were transferred on July 9, 2002; 10,000 shares of common stock were transferred on August 26, 2002; and 15,000 shares of restricted stock was transferred on August 30, 2002. ITEM 4. PURPOSE OF THE TRANSACTION. Each the acquisitions of Common Stock reported herein was for investment purposes only. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - EAGLE BUILDING TECHNOLOGIES, INC. (a) As of the date of this filing, the Reporting Persons beneficially own an aggregate of 2,844,899 shares (36.5%) of the outstanding Common Stock. (b) Meyer A. Berman has the sole power to vote and dispose of all but 50,000 of the 2,844,899 shares, which shares are owned by Katia Christine. (c) Since the filing of Amendment No. 3 to Schedule 13D on June 6, 2002 (i) M.A. Berman Co. acquired 270,800 shares of Common Stock at purchase prices ranging from $2.4236 to $3.0767 and sold, at the unsolicited request of its clients, 82,500 shares of Common Stock previously held in the discretionary accounts of such clients, at purchase prices ranging from $2.45 to $3.15; (ii) MAB did not acquire or dispose of any shares of Common Stock; (iii) Meyer A. Berman acquired an additional 11,500 shares of Common Stock at purchase prices ranging from $2.71 to $3.05 per share; (iv) Meyer A. Berman Individual Retirement Account acquired an additional 81,500 shares of Common Stock at purchase prices ranging from $2.25 to $2.99 per share; (v) and Katia Christine did not acquire or dispose of any shares of Common Stock. (d) Of the aggregate of 2,844,899 shares of Common Stock of the Company in which the Reporting Persons have an interest, with respect to all of such shares, Meyer A. Berman has the sole right and power to direct a vote for all but 50,000 of such shares, which shares are owned by Katia Christine. (e) Not applicable. (page 8 of 10)
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Meyer A. Berman is Chairman of the Board of Directors of the issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No change. (page 8 of 10)
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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. Dated: October 15, 2002 M.A. BERMAN PARTNERS, LP By: /s/ Meyer Berman ---------------------------------------- Its: General Partner M.A. BERMAN INDIVIDUAL RETIREMENT ACCOUNT By: /s/ Meyer Berman ---------------------------------------- Name: Meyer Berman M.A. BERMAN CO. By: /s/ Meyer Berman ---------------------------------------- Name: Meyer A. Berman Its: President ---------------------------------------- Meyer A. Berman /s/ Katia Christine ---------------------------------------- Katia Christine (Page 10 of 10 pages)

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:11/25/02
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