SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NEXTGEN COMMUNICATIONS CORP.
(formerly US Industrial Services, Inc.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
90332T 10 6
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(CUSIP Number)
Douglas Gerrard
Deere Park Capital, L.L.C.
540 Lake Cook Road, Suite 150
Deerfield, Illinois 60015
Telephone no. (847) 444-3007
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2002
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
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CUSIP NO. 90332T 10 6
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(1) Name of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (entities only)
Deere Park Capital, L.L.C.
FEIN: 36-4192059
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
------------------------------------------------------------------------
(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) [ ]
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(6) Citizenship or Place of Organization
Illinois
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(7) Sole Voting Power
Number of -0-
Shares ------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 650,000
Each ------------------------------------------------
Reporting (9) Sole Dispositive Power
Person -0-
With ------------------------------------------------
(10) Shared Dispositive Power
650,000
------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
650,000
------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.9%
------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
OO
------------------------------------------------------------------------
2
CUSIP NO. 90332T 10 6
------------------------------------------------------------------------
(1) Name of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (entities only)
Douglas A. Gerrard
------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
------------------------------------------------------------------------
(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 Reorganization
United States
------------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares ------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 650,000
Each ------------------------------------------------
Reporting (9) Sole Dispositive Power
Person -0-
With ------------------------------------------------
(10) Shared Dispositive Power
650,000
------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
650,000
------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.9%
------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
------------------------------------------------------------------------
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Nextgen Communication Corporation, a Delaware
corporation (the "Company"). The Company's principal executive offices are
located at 11850 Jones Road, Houston, Texas 77070.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Deere Park Capital, L.L.C. ("Deere
Park"); and Douglas A. Gerrard, an individual who is a member and the
manager of Deere Park ("Gerrard").
(b) The address of Deere Park, and the business address of Gerrard,
is 540 Lake Cook Road, Suite 150, Deerfield, IL 60015.
(c) Deere Park is a private investment firm. Gerrard's principal
occupation is investment management for Deere Park.
(d) Neither Deere Park nor Gerrard has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Deere Park nor Gerrard has, during the last five years,
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) Deere Park is an Illinois limited liability company. Gerrard is
a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and the amount of funds or other consideration used by
Deere Park in obtaining the shares of Common Stock of the Company held by
Deere Park is as follows:
On July 21, 2000, Deere Park foreclosed on 7,175,858 shares of Common
Stock pledged to Deere Park in January 2000 by a third party.
On December 21, 2000, Deere Park entered into a Stock Purchase
Agreement pursuant to which it sold 3,587,929 shares of Common Stock to
Frank J. Fradella, the President and Chief Executive Officer of the Company
("Fradella"), for cash.
On March 23, 2001, Deere Park entered into a Stock Purchase Agreement
(the "March 2001 Purchase Agreement") pursuant to which it sold 3,337,929
shares of Common Stock to Fradella for (i) $800,000 in cash, and (ii) a
Secured Convertible Promissory Note in the principal amount of $350,000 due
and payable on June 21, 2001 (the "Note"). The Note, which bore interest
at 9% per annum, was secured by Fradella's pledge of 500,000 shares of
Common Stock (the "Pledged Shares") pursuant to a Hypothecation Agreement
dated March 23, 2001 (the "Hypothecation Agreement"). On March 23, 2001,
Deere Park also transferred 100,000 shares of Common Stock to Leonard B.
Feldman ("Feldman") in consideration for consulting services rendered by
Feldman to Deere Park in connection with the March 2001 Purchase Agreement.
Between June 21, 2001 and November 30, 2001, Fradella failed to
fulfill his obligations under the Note. On November 30, 2001, Deere Park
and Fradella entered into an Agreement (the "November 2001 Agreement")
pursuant to which Fradella transferred the Pledged Shares to Deere Park in
full satisfaction of the Note on January 10, 2002.
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the November 2001 Agreement was to enforce Deere
Park's rights under the Hypothecation Agreement following Fradella's
failure to satisfy his obligations under the Note.
Deere Park currently has no plans to acquire or dispose of any shares
of Common Stock of the Company; however, it may determine to dispose of
some or all of its shares of Common Stock depending upon a number of
factors, including the prospects of the Company, general market and
economic conditions and other relevant factors.
Except as set forth above, neither of Deere Park or Gerrard has any
plans or proposals which relate to or would result in any of the following:
(a) The acquisition of additional securities of the Partnership, or
the disposition of securities of the Partnership;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Partnership;
(c) A sale or transfer of a material amount of assets of the
Partnership;
(d) Any change in the present board of directors or management of
the Partnership, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Partnership;
(f) Any other material change in the Partnership's business or
corporate structure;
(g) Changes in the Partnership's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person;
(h) Causing a class of securities of the Partnership to be delisted
from a national securities exchange or to cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Partnership becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) Any action similar to those enumerated above.
Any decision by Deere Park or Gerrard in the future to take any such
actions with respect to the Company or its securities will depend upon
several factors, including the prospects of the Company, general market and
economic conditions and other factors deemed relevant.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon 10,972,000 shares outstanding,
which is the total number of shares of Common Stock outstanding on
September 30, 2001, as reported by the Company in its Form 10-QSB for the
period ending September 30, 2001, filed with the Securities and Exchange
Commission on November 14, 2001. Each of Deere Park and Gerrard
beneficially owns 650,000 shares of Common Stock, representing
approximately 5.9% of the number of issued and outstanding shares of Common
Stock as of September 30, 2001.
(b) Each of Deere Park and Gerrard shares the power to vote and
dispose of all of the shares of Common Stock beneficially owned by it or
him with the other.
(c) Other than the transactions described in Item 3 above, neither
of Deere Park or Gerrard has engaged in any transactions in the Common
Stock within the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 3 of this Schedule 13D: the March 2001 Purchase
Agreement (attached hereto as Exhibit 1) sets forth Deere Park's agreement
with Fradella with respect to the sale of shares of Common Stock pursuant
thereto; the Note (attached hereto as Exhibit 2) provides for the payment
by Fradella of $350,000 of principal and accrued interest on June 21, 2001;
the Hypothecation Agreement (attached hereto as Exhibit 3) provides for the
pledge by Fradella of 500,000 shares of Common Stock to secure his
obligations under the Note; and the November 2001 Purchase Agreement
(attached hereto as Exhibit 4) provides for the transfer by Fradella to
Deere Park of the Pledged Shares in full satisfaction of the Note.
Except as set forth in Item 3 of this Schedule 13D, neither of Deere
Park or Gerrard has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting
of any of the securities of the Company, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting or
investment power over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. March 2001 Purchase Agreement
2. Note
3. Hypothecation Agreement
4. November 2001 Agreement
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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: February 1, 2002
Deere Park Capital, L.L.C.
By: /s/ Douglas Gerrard
-------------------------
Name: Douglas Gerrard
Title: Manager
/s/ Douglas Gerrard
-------------------------
Douglas Gerrard
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EXHIBIT INDEX
Exhibit
No. Document
------- --------
1. Stock Purchase Agreement, dated March 23, 2001, between
Deere Park Capital, L.L.C. and Frank J. Fradella (incorporated
by reference to Exhibit 2 to Schedule 13D filed by Deere Park
Capital, L.L.C. and Douglas Gerrard with the Securities and
Exchange Commission on April 23, 2001).
2. Secured Promissory Note dated as of March 23, 2001 issued by
Frank J. Fradella to Deere Park Capital, L.L.C. (incorporated
by reference to Exhibit 3 to Schedule 13D filed by Deere
Park Capital, L.L.C. and Douglas Gerrard with the Securities
and Exchange Commission on April 23, 2001)
3. Hypothecation Agreement dated as of March 23, 2001 among
Deere Park Capital, L.L.C., Frank J. Fradella, and US
Industrial Services, Inc. (the predecessor to Nextgen
Communications Corporation) (incorporated by reference to
Exhibit 4 to Schedule 13D filed by Deere Park Capital, L.L.C.
and Douglas Gerrard with the Securities and Exchange Commission
on April 23, 2001).
4. Agreement dated as of November 30, 2001 between Deere Park
Capital, L.L.C. and Frank J. Fradella (incorporated by
reference to Exhibit 1 to Schedule 13D filed by Frank J.
Fradella with the Securities and Exchange Commission on
January 3, 2002).
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