UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Bennett Environmental Inc.
(Name of Issuer)
Common Shares without par value
(Title of Class of Securities)
| 081906109 (CUSIP Number) |
December 31, 2004
(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)
| CUSIP No. 081906109 |
Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Bennett |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
693,839 6 SHARED VOTING POWER
1,050,000 7 SOLE DISPOSITIVE POWER
693,839 8 SHARED DISPOSITIVE POWER
1,050,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,839 |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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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 |
| CUSIP No. 081906109 |
Page 3 of 5 |
The Statement on Schedule 13G, dated February 16, 2004, filed by John A. Bennett, is hereby amended and restated in its entirety to read as follows:
| Item 1 |
(a). |
Name of Issuer: | ||||||||||
| Bennett Environmental Inc. | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| Suite 208, 1540 Cornwall Road Oakville, Ontario L6J 7W5 Canada |
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| Item 2 |
(a). - (c). |
Name, Principal Business Address and Citizenship of Person Filing: | ||||||||||
| John A. Bennett Bennett Environmental Inc. Suite 208, 1540 Cornwall Road Oakville, Ontario L6J 7W5 Canada Citizenship: Canada |
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| Item 2 |
(d). |
Title of Class of Securities: | ||||||||||
| Common Shares without par value | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| 081906109 | ||||||||||||
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | ||||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | ||||||||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | ||||||||||
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||
| Not Applicable | ||||||||||||
| CUSIP No. 081906109 |
Page 4 of 5 |
| Item 4. |
Ownership. | |||||||||
| The information in items 1 and 5 through 11 on the cover page (p. 2) on Schedule 13G is hereby incorporated by reference. | ||||||||||
| Totals shown include: (i) 693,839 Common Shares (including 217,500 immediately exercisable stock options) of the Issuer directly owned by Mr. Bennett; (ii) 600,000 Common Shares held by a trust over which Mr. Bennett exercises voting control; and (iii) 450,000 shares held by Mr. Bennett’s wife. | ||||||||||
| 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. |
Certification. | |||||||||
| Not Applicable | ||||||||||
| CUSIP No. 081906109 |
Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 1, 2005
| /s/ John Bennett |
| John A. Bennett |