UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
N-Viro International Corporation
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(Name of Issuer)
Common Shares, $0.01 par value
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(Title of Class of Securities)
62944W207
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(CUSIP Number)
J. Patrick Nicholson
2025 Richmond Road
Toledo, Ohio 43607
(419) 535-0098
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With copies to:
Martin D. Werner, Esq.
Werner & Blank, LLC
7205 West Central Ave.
Toledo, Ohio 43617
(419) 841-8051
October 27, 2003
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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 Sections 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.
SEC 1746 (11-02)
CUSIP NO. 62944W207
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
J. Patrick Nicholson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
508,438 shares 19.25%
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 shares
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
508,438 shares 19.25%
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,438 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.25%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the common
stock (the "Common Stock") of N-Viro International Corporation, an Ohio
corporation (the "Issuer".) The Issuer's principal executive office address is
3450 W. Central Avenue, Toledo, Ohio 43606.
ITEM 2. IDENTITY AND BACKGROUND
(a) J. Patrick Nicholson
(b) 2025 Richmond Road, Toledo, Ohio 43607
(c) J. Patrick Nicholson is retired and previously served as the
Chairman of the Board and CEO of the Issuer.
(d-e) During the last five years, J. Patrick Nicholson has not 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) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
J. Patrick Nicholson was a founder of the Issuer and acquired his current
interest in the Issuer in its initial public offering on October 12, 1993.
ITEM 4. PURPOSE OF TRANSACTION
The securities covered by this Statement were acquired by J. Patrick Nicholson
for the purpose of investment. J. Patrick Nicholson intends to take such actions
as J. Patrick Nicholson deems appropriate to enhance the value of his
investment. J. Patrick Nicholson has no present intention to acquire additional
shares of Common Stock and may dispose of all or some portion of the Common
Stock owned by him as permitted by applicable securities laws.
Other than the foregoing, J. Patrick Nicholson has no present plan or proposal
which relates to or would result in any of the items listed in subparagraphs (a)
through (j) of the General Instructions for Item 4.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) J. Patrick Nicholson beneficially owns 508,438 shares of Common
Stock, or 19.25% of the outstanding shares of Common Stock of
the Issuer, based upon information provided in the Issuer's
Proxy Statement under cover of Schedule 14A as filed October 22,
2003.
J. Patrick Nicholson owns one share of the Issuer's Series A
Redeemable Preferred Stock, par value $.01 per share, (the
"Preferred Stock") representing 100% of the outstanding shares
of Preferred Stock.
(b) Not applicable.
(c) Transaction Type Date Amount Price Per Share How Effected
---------------- -------- ------ --------------- ------------
Sale 9/25/03 2,100 $2.64 Broker
Sale 9/25/03 4,500 $2.45 Broker
Sale 9/25/03 10,000 $2.50 Broker
Sale 9/26/03 5,000 $2.55 Broker
Sale 9/26/03 5,000 $2.67 Broker
Sale 10/1/03 6,674 $2.65 Broker
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
J. Patrick Nicholson recently settled certain litigation related to his former
position as a director and his consulting position with the Issuer as fully
disclosed in the Issuer's Form 8-K filed August 29, 2003. As a part of the
settlement J. Patrick Nicholson was issued one share of the Issuer's Series A
Redeemable Preferred Stock $0.01 par value. The terms of the Preferred Stock
grant to J. Patrick Nicholson the ability to elect one director to the Issuer's
Board. The terms of the Preferred Stock are fully disclosed in the Issuer's Form
8-K filed August 29, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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: November 26, 2003 By: /s/ J. Patrick Nicholson
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Name/Title: J. Patrick Nicholson
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