U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ENGLOBAL CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
293306106
(CUSIP Number)
HULDA L. COSKEY
600 Century Plaza Drive
Building 140
Houston, Texas 77073-6033
(281) 821-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
December 31, 2002
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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. 293306106
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1. Name of Reporting Person
S.S. or IRS Identification No. of Above Person
Michael L. Burrow
Intentionally omitted
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2. Check the Appropriate Box If a Member of a Group*
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States citizen
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5. Sole Voting Power
NUMBER OF 1,306,983*
SHARES -------------------------------------------------------------
BENEFICIALLY 6. Shared Voting Power
OWNED BY 540,006**
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON 1,846,989***
WITH: -------------------------------------------------------------
8. Shared Dispositive Power
-0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,846,989
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10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
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11. Percent of Class Represented by Amount in Row (9)
8.1%
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12. Type of Reporting Person*
IN
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ITEM 1.
(a) Name of Issuer:
ENGlobal Corporation
(b) Address of Issuer's Principal Executive Offices:
600 Century Plaza Drive
Building 140
Houston, Texas 77073-6033
ITEM 2.
(a) Name of Persons Filing:
Michael L. Burrow
(b) Address of Principal Business Office or, if none, Residence:
600 Century Plaza Drive, Suite 140
Houston, Texas 77073-6033
(c) Citizenship:
USA
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
293306106
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ITEM 3. THIS STATEMENT IS NOT FILED PURSUANT TO SECTIONS 240.13d-1(g) OR
240.13d-2(b) OR (c).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
Mr. Burrow beneficially owns both directly and indirectly,
through a family limited partnership, 1,830,731 shares of the
Issuer's Common Stock, of which all of these shares are
subject to provisions in various agreements entered into in
connection with the Merger. Mr. Burrow also holds options to
acquire 12,088 shares of ENG Common Stock at $0.96 per share
and options to acquire 4,170 shares of ENG Common Stock at
$4.26 per share.
(b) Percent of Class:
8.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,306,983*
(ii) shared power to vote or to direct the vote
540,006**
(iii) sole power to dispose or to direct the disposition of
1,846,989***
(iv) shared power to dispose or to direct the disposition of
-
The information provided in 4(c)(iii) above includes 832,204 shares of Common
Stock directly owned by Mr. Burrow and 998,527 shares of Common Stock indirectly
held by Mr. Burrow as General Partner of a family limited partnership. Also
included in this number are options to acquire 12,088 shares of ENG Common Stock
at $0.96 per share and options to acquire 4,170 shares of ENG Common Stock at
$4.26 per share, all of which are exercisable within 60 days of the date of this
filing. Not included in this amount are options to acquire 1,955 shares of
common stock, at an exercise price of $0.96 per share none of which will be
exercisable within 60 days of the date of this report.
Mr. Burrow is the Shareholder Representative under a voting agreement pursuant
to which holders of 2,737,473 shares, acting by majority vote, nominate two
directors for election to the Company's Board of Directors. Mr. Burrow is the
beneficial owner of 540,006 of those shares.
* subject to obligations in "Voting Agreement" relating solely to election of
directors
** subject to obligations in "Voting Agreement (Significant PEI Shareholders)"
and "Escrow Agreements" in connection with the merger of Petrocon
Engineering, Inc. into a subsidiary of Issuer (the "Merger").
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*** subject to provisions in various agreements entered into in connection with
the Merger.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not
applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON: Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable
ITEM 10. CERTIFICATIONS: Not applicable
SIGNATURES
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: February 13, 2003
/s/ Michael L. Burrow
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Michael L. Burrow
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