UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Pure Cycle Corporation
(Name of Issuer)
Common Stock, Par Value 1/3 of $.01
(Title of Class of Securities)
746228 30 3
(CUSIP Number)
Thomas P. Clark, 8451 Delaware Street, Thornton, CO 80260
(303) 292-3456
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2005
(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
section 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 section 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).
CUSIP No. 736228 30 3
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Thomas P. Clark
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) NA
(b) NA
3. SEC Use Only
................................................................
...........................................................
4. Source of Funds (See Instructions)
NA
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
NA
6. Citizenship or Place of Organization
United States of America
Number of 7. Sole Voting Power: 2,310,206
Shares
Beneficially 8. Shared Voting Power: 2,310,206
Owned by
Each 9. Sole Dispositive Power: 2,310,206
Reporting
Person With 10. Shared Dispositive Power: 2,310,206
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,310,206
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...........
13. Percent of Class Represented by Amount in Row (11):
16.9%
14. Type of Reporting Person (See Instructions): IN
Item 1. Security and Issuer
This Schedule 13D/A is filed with respect to shares of Common
Stock, par value 1/3 of $.01 ("Common Stock"), of Pure Cycle
Corporation, a Delaware Corporation (the "Company"). The
Company's principal executive offices are located at 8451
Delaware Street, Thornton, CO 80260.
Item 2. Identity and Background
(a), (b) and (c). This Schedule 13D/A is being filed by Thomas
P. Clark ("Clark"), whose business address is 8451 Delaware
Street, Thornton, CO 80260. Clark is retired but was formerly
the CEO of the Company and remains an employee of the Company
whose principal address is listed above.
(d) and (e). During the last five years Clark has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or was Clark 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) Clark is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of Transaction
Clark sold 130,000 shares of Common Stock for $7.25 per share
for financial reasons.
Except as described below, Clark has no present plans or
proposals that relate to or would result in any transaction of
the kind described in paragraphs (a) through (j) of Item 4. In
the future, however, Clark reserves the right to adopt such
plans or proposals, subject to applicable regulatory
requirements, if any.
Pursuant to an Amended and Restated Voting Agreement dated
August 12, 1992, a copy of which was filed previously as Exhibit
A to Amendment No. 1 (the "1992 Voting Agreement") Clark has
agreed, along with other parties, to vote his shares of the
Company's Common Stock in favor of electing a representative
designated by The Environmental Private Equity Fund II, L.P., a
Delaware limited partnership ("EP Fund"), to the Company's Board
of Directors. EP Fund owns 478,352 shares of Common Stock of the
Company or 3.5% of the total outstanding Common Stock. Companies
affiliated with EP Fund who are parties to the 1992 Voting
Agreement (the "EP Fund Entities") own an additional 1,632,572
shares of Common Stock or 11.9% of the total outstanding Common
Stock. George W. Middlemas currently serves on the Board and was
elected as the EP Fund representative.
Item 5. Interest in Securities of the Issuer
(a) Clark owns 2,310,206 shares of Common Stock which is
approximately 16.9% of the outstanding Common Stock of the
Company.
Although Clark is a party to a voting agreement more
specifically described in Item 4, Clark disclaims
beneficial ownership of all shares of Common Stock owned by
the other parties to that agreement and disclaims the
existence of a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934.
(b) Clark has sole power to dispose of 2,310,206 shares of
Common Stock, subject to the 1992 Voting Agreement, which
requires Clark to obtain consent for disposition unless the
transferee agrees to be bound by the 1992 Voting Agreement
or the disposition is pursuant to an agreement in effect on
August 12, 1992. Subject to the terms of the 1992 Voting
Agreement, Clark has the sole power to vote 2,140,206
shares of Common Stock.
(c) Effective August 31, 2004 the Company entered into a
Settlement Agreement with LCH, see the Company's Annual
Report on Form 10-KSB for the year ended August 31, 2004.
Under the Settlement Agreement, LCH, the Company and Clark,
the Company's former CEO, reached agreement on the
satisfaction of the Company's obligations (i) to repay
$950,000 principal amount of promissory notes and
$1,557,110 of accrued interest and (ii) to pay $4.0 million
of contingent obligations to LCH. In the Settlement
Agreement, (i) the Company made a $950,000 cash payment and
(ii) Clark surrendered 306,279 shares of Common Stock to
the Pledgee which had been pledged as collateral to secure
payment of the notes. In response to a claim made by Clark
against the Company to be made whole, on January 13, 2005,
the Company paid Clark $50,555 in cash and issued to him
300,000 shares of restricted Common Stock.
On February 2, 2005 Clark sold 130,000 shares of Common
Stock for $7.25 per share.
(d) None
(e) Not applicable
Item 6. Contracts ,Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See Item 4 above for a description of the 1992 Voting Agreement.
Item 7. Material to Be Filed as Exhibits
EXHIBIT INDEX
Exhibit 99.1 Power of Attorney dated February 4, 2005
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.
Date
/s/ Thomas P. Clark
Signature
Thomas P. Clark
Name/Title
Exhibit 99.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that Thomas P. Clark, whose signature
appears below, constitutes and appoints Mark W. Harding
and Ryan T. Clark as attorneys-in-fact and agents for
the undersigned solely for the purpose of executing reports
required under Section 13 and 16 of the Securities and Exchange
Act of 1934, and filing the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, thereby ratifying and confirming all that
said attorneys-in-fact have done or caused to be done, or may do
or cause to be done, by virtue hereof.
The undersigned further agrees to indemnify and hold harmless
each appointee against any liability for any actions performed
by that appointee in good faith on behalf of the undersigned
pursuant to this power of attorney.
This power of attorney revokes any prior power of attorney
appointing other individuals for the purpose of executing
reports required under Section 13 and 16 of the Securities and
Exchange Act of 1934.
This power of attorney shall remain in effect until revoked by a
subsequent written instrument.
Dated: February 4, 2005
/s/Thomas P. Clark
Thomas P. Clark