SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13D-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.8)*
Environmental Solutions Worldwide, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
(CUSIP Number)
James Moriarty, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 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).
13D
CUSIP No. 29 408 K Page 3 of 23 Pages
1 | NAMES OF REPORTING PERSONS Black Family 1997 Trust |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
8 | SHARED VOTING POWER 15,624,615 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 15,624,615 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,624,615 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust (the “1997 Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The 1997 Trust expressly disclaims beneficial ownership of each of the referenced se curities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 4 of 23 Pages
1 | NAMES OF REPORTING PERSONS Leon D. Black UAD 11/30/92 FBO Alexander Black |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
8 | SHARED VOTING POWER 5,085,379 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 5,085,379 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,085,379 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the “Alexander Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 4,743,140 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Alexander Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 6 of 23 Pages
1 | NAMES OF REPORTING PERSONS Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
8 | SHARED VOTING POWER 5,085,379 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 5,085,379 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,085,379 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the “Benjamin Trust”). Does not include: (i) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Benjamin Tr ust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 7 of 23 Pages
1 | NAMES OF REPORTING PERSONS Leon D. Black Trust UAD 11/30/92 FBO Joshua Black |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
8 | SHARED VOTING POWER 5,085,379 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 5,085,379 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,085,379 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the “Joshua Trust”). Does not include: (i) 6.274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Joshua Trust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 8 of 23 Pages
1 | NAMES OF REPORTING PERSONS Leon D. Black Trust UAD 11/30/92 FBO Victoria Black |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
8 | SHARED VOTING POWER 5,085,379 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 5,085,379 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,085,379 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 5,085,379 shares of Common Stock directly beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the “Victoria Trust”). Does not include: (i) 6,724,211 shares of Common Stock directly beneficially owned by Leon D. Black, (ii) 6,724,211 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, and (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, (iii) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (v) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (vi) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. The Victoria Tr ust expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 9 of 23 Pages
1 | NAMES OF REPORTING PERSONS Leon D. Black |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See instructions) PF; OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,724,211 shares of Common Stock |
8 | SHARED VOTING POWER 15,624,615 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 6,724,211 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 15,624,615 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,898,826 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% |
14 | TYPE OF REPORTING PERSON (See instructions) IN |
(1) | Includes 6,724,211 shares of Common Stock directly beneficially owned by Leon D. Black. Also includes 15,624,211 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust. Although Mr. Black may be deemed to be the indirect beneficial owner of the securities referenced in the preceding sentence, Mr. Black disclaims beneficial ownership. Does not include: (i) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (ii) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan, (iii) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (iv) 2,178,842 shares of Common S tock directly beneficially owned by Orchard Investments, LLC. Mr. Black expressly disclaims beneficial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408k Page 10 of 23 Pages
1 | NAMES OF REPORTING PERSONS John J. Hannan |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (see instructions) PF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,088,095 shares of Common Stock |
8 | SHARED VOTING POWER 0 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 1,088,095 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,088,095 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% |
14 | TYPE OF REPORTING PERSON (See instructions) IN |
(1) | Includes 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan. Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. Mr. Hannan expressly disclaims benefic ial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408 K Page 11 of 23 Pages
1 | NAMES OF REPORTING PERSONS Richard S. Ressler |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (see instructions) PF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,088,095 shares of Common Stock |
8 | SHARED VOTING POWER 0 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 1,088,095 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,088,095 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% |
14 | TYPE OF REPORTING PERSON (See instructions) IN |
(1) | Includes 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler. Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, (iv) 1,088,095 shares of Common Stock directly beneficially owned by John J. Hannan and (v) 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC. Mr. Ressler expressly disclaims benefi cial ownership of each of the referenced securities in the preceding sentence. |
13D
CUSIP No. 29 408 K Page 12 of 23 Pages
1 | NAMES OF REPORTING PERSONS Orchard Investments, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) r (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (see instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,178,842 shares of Common Stock |
8 | SHARED VOTING POWER 0 shares of Common Stock |
9 | SOLE DISPOSITIVE POWER 2,178,842 shares of Common Stock |
10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,178,842 shares of Common Stock (1) |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% |
14 | TYPE OF REPORTING PERSON (See instructions) OO |
(1) | Includes 2,178,842 shares of Common Stock directly beneficially owned by Orchard Investments, LLC (“Orchard”). Does not include: (i) 15,624,615 shares of Common Stock directly beneficially owned by the Black Family 1997 Trust, (ii) 6,274,211 shares of Common Stock directly beneficially owned by Leon D. Black, (iii) 5,085,379 shares of Common Stock directly beneficially owned in each case by each of (A) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (B) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, (C) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black, and (D) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black, and (iv) 1,088,095 shares of Common Stock directly beneficially owned by Richard S. Ressler. Orchard expressly disclaims beneficial ownership of each of the referenced securities in the preceding senten ce. |
This Amendment No. 8 supplements and amends the Statement on Schedule 13D filed on September 24, 2004, as amended and supplemented by Amendment No. 1 thereto filed on October 6, 2005, as amended and supplemented by Amendment No. 2 thereto filed on May 1, 2006, as amended by Amendment No. 3 thereto filed on November 11, 2007, as amended by Amendment No. 4 thereto filed on March 6, 2008, as amended by Amendment No. 5 thereto filed on December 22, 2009, as amended by Amendment No. 6 thereto filed on April 22, 2010, as amended by Amendment No. 7 thereto filed on December 10, 2010 with respect to the shares of common stock, par value $0.001 (the “Common Stock”), of Environmental Solutions Worldwide, Inc. (the “Issuer”).
Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D, as amended, as applicable.
Responses to each item of this Amendment No. 8 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
Item 2. Identity and Background
Item 2 is hereby amended and restated to read as follows:
(a) This Statement is being filed by each of the following persons pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the "Act"), promulgated by the Securities and Exchange Commission (the "Commission"): (i) the Black Family 1997 Trust (the "1997 Trust"), (ii) the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the "Alexander Trust"), (iii) the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the "Benjamin Trust"), (iv) the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the "Joshua Trust"), (v) the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the "Victoria Trust"), (vi) Leon D. Black , (vii) John J. Hannan, (viii) Richard S. Ressler and (ix) Orchard Investments, LLC (“Orchard”) (collectively, the "Reporting Persons", and each a "Reporting Person"). Each of the 1997 Trust , the Alexander Trust, the Benjamin Trust, the Joshua Trust, the Victoria Trust, Leon D. Black, John J. Hannan, Richard S. Ressler and Orchard is party to an Amended and Restated Joint Filing Agreement incorporated herein as Exhibit 1.
The 1997 Trust, the Alexander Trust, the Benjamin Trust, the Joshua Trust, the Victoria Trust and Leon D. Black have previously filed a Statement on Schedule 13G with respect to the Common Stock.
Each Reporting Person disclaims (1) the existence of, and membership in, any “group” that includes any other Reporting Person as a member and (2) beneficial ownership of the shares of Common Stock owned by each other Reporting Person.
(b) The address of each of the 1997 Trust, the Alexander Trust, the Benjamin Trust, the Joshua Trust and the Victoria Trust is 9 West 57th Street, Suite 4300, New York, New York 10019, Attention: Trustee. The principal business office for each of Leon D. Black and John Hannan is 9 West 57th Street, Suite 4300, New York, New York 10019. The address of Orchard and the principal business office for Richard S. Ressler is 6922 Hollywood Boulevard, Ninth Floor, Los Angeles, California 90028.
c) Each of Leon D. Black and John J. Hannan is a co-founder of Apollo Management, L.P., a limited partnership that manages investment activities on behalf of various private security investment funds. Richard S. Ressler is the co-founder of CIM Group, a real estate fund manager which makes private investments in urban communities.
(d) and (e)
During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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) Each of Leon D. Black, John J. Hannan and Richard S. Ressler is a citizen of the United States of America.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented to include the following paragraphs, which are added following the last paragraph thereof:
Effective January 26, 2011, by written action and vote, dated as of January 25, 2011, of the Reporting Persons and certain other stockholders of the Issuer, pursuant to Title XXXVI, Chapter 607, Section 607.0704 of the Florida Statutes and the Issuer's Bylaws (the “Action By Written Consent”), the Issuer’s Bylaws were amended to increase the maximum permitted number of directors on the Board of Directors to eleven. By the same Action By Written Consent, (i) each of Nitin Amersey, Peter Bloch,
John Dunlap, Elbert Hand, David Johnson and Mark Yung (collectively, the “Existing Directors”) was re-elected to the Board of Directors of the Issuer and (ii) immediately following the effectiveness of the foregoing amendment, each of Benjamin Black, Joshua Black, John Hannan, Zohar Loshitzer and John Suydam was elected to join the Existing Directors on the Board of Directors of the Issuer. Each Reporting Person disclaims membership in any “group” that includes the other stockholders which were a party to the Action By Written Consent and has no current agreement with any other person to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented to include the following paragraphs, which are added following the last paragraph of Sections (a) and (b) thereof:
(a) and (b)
The following is a description of the shares beneficially owned by each of the Reporting Persons. All references to the Issuer’s issued and outstanding Common Stock shall be deemed to mean 129,463,767, the number of shares of Common Stock believed by the Reporting Persons to be issued and outstanding as of January 26, 2011.
(i) | The 1997 Trust is the beneficial owner of 15,624,615 shares of Common Stock.(1) |
Each of the Alexander Trust, the Benjamin Trust, the Joshua Trust and the Victoria Trust is the beneficial owner of 5,085,379 shares of Common Stock.(1)
Leon D. Black is the beneficial owner of 6,274,211 shares of Common Stock.(1)
John J. Hannan is the beneficial owner of 1,088,095 shares of Common Stock.(1)
Richard S. Ressler is the beneficial owner of 1,088,095 shares of Common Stock. (1)
Orchard is the beneficial owner of 2,178,842 shares of Common Stock. (1)
(ii) | See the information contained in Items 11 and 13 on the cover pages to this Schedule 13D, which are incorporated herein by reference, regarding the percent of class beneficially owned by each of the Reporting Persons. |
(iii) | See the information contained in Items 7, 8, 9 and 10 on the cover pages to this Schedule 13D which are incorporated herein by reference, regarding the number of shares as to which each of the Reporting Persons has sole power or shared power to vote or to direct the vote or to dispose or direct the disposition. |
| The Reporting persons beneficially own an aggregate 46,595,374 shares of Common Stock, representing approximately 36% of the outstanding shares of Common Stock. |
(c) | There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 8 to Schedule 13D. |
______________________________
(1) The 1997 Trust directly beneficially owns 15,624,615 shares of Common Stock. The 1997 Trust expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the “Alexander Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the “Benjamin Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the “Joshua Trust”), Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the “Victoria Trust”), Mr. Black and Mr. Hannan, respectively. Each of the Alexander Trust, the Benjamin Trust, the Joshua Trust and the Victoria Trust directly beneficially owns 5,085,379 shares of Common Stock. Mr. Black directly beneficially owns 6,274,211 shares of Common Stock. Although Mr. Black expressly disclaims beneficial ownership, he may be deemed to indirectly beneficially own 15,624,615 shares of Common Stock that are beneficially owned by the 1997 Trust. Mr. Hannan directly beneficially owns 1,088,095 shares of Common Stock. Orchard Investments, LLC (“Orchard”) directly beneficially owns 2,178,842 shares of Common Stock. Mr. Ressler directly beneficially owns 1,088,095 shares of Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of all shares not directly beneficially held by such Reporting Person. The Reporting Persons may be deemed to comprise a “group”, within the meaning of Section 13(d) of the Act, with Sedam Limited and Bengt George Odner, each a “reporting person” under the Statement on Schedule 13D/A to be filed on or about the date hereof (together, the “Other Persons”). Each Reporting P erson expressly disclaims (i) beneficial ownership of the securities of the Issuer held by any other Reporting Person and each Other Person and (ii) the status of such Reporting Person, as a member of a “group,” with the other Reporting Persons and the Other Persons.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Date: January 26, 2011
BLACK FAMILY 1997 TRUST
By: /s/ John J. Hannan
Name: John J. Hannan
Title: Trustee
Date January 26, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO ALEXANDER BLACK
By: /s/ John J. Hannan
Name: John J. Hannan
Title: Trustee
Date: January 26, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO BENJAMIN BLACK
By: /s/ John J. Hannan
Name: John J. Hannan
Title: Trustee
Date: January 26, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO JOSHUA BLACK
By: /s/ John J. Hannan
Name: John J. Hannan
Title: Trustee
Date: January 26, 2011
LEON D. BLACK TRUST UAD 11/30/92 FBO VICTORIA BLACK
By: /s/ John J. Hannan
Name: John J. Hannan
Title: Trustee
Date: January 26, 2011
LEON D. BLACK
By: /s/ Leon D. Black
Name: Leon D. Black
Date: January 26, 2011
JOHN J. HANNAN
By: /s/ John J. Hannan
Name: John J. Hannan
Date: January 26, 2011
RICHARD S. RESSLER
By: /s/ Richard S. Ressler
Name: Richard S. Ressler
Date: January 26, 2011
ORCHARD INVESTMENTS, LLC
By: ORCHARD CAPITAL CORP.,
ITS MANAGER
By: /s/ Richard S. Ressler
Name: Richard S. Ressler
Title: President
EXHIBIT INDEX
Exhibit No. | Description |
1 | Amended and Restated Joint Filing Agreement dated as of January 26, 2011 by and among the Reporting Persons |