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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Energy Conversion Devices, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
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292659109
(Cusip Number)
Texaco Inc.
(Name of Persons Filing Statement)
Deval L. Patrick
Vice President & General Counsel
Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650
Telephone: (914) 253-4061
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 26, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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Texaco Inc. ("Texaco") hereby amends and supplements its Report on
Schedule 13D, originally filed on June 12, 2000 (the "Schedule 13D") with
respect to the purchase of the common stock, par value $0.01 (the "Common
Stock") of Energy Conversion Devices, Inc. (the "Issuer").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Cover Page.
The responses set forth in disclosure items 7, 9 and 11 of the Schedule
13D cover page are hereby amended and restated as follows:
(7) 3,868,033
(9) 3,868,033
(11) 3,868,033
Item 2. Identity and Background.
Appendix A to the Schedule 13D is hereby deleted in its entirety and
replaced with the Appendix A attached to this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended by
adding the following information as a second paragraph:
Pursuant to a Preemptive Rights Stock Purchase Agreement (the "Preemptive
Rights Agreement"), dated as of October 26, 2000, by and between TRMI Holdings
Inc. ("TRMI") and the Issuer, TRMI has purchased 125,233 additional shares of
Common Stock of the Issuer using available working capital. (TRMI is a
wholly-owned subsidiary of Texaco). The Preemptive Rights Agreement provides,
among other things, that the aggregate price to be paid for the additional
shares of Common Stock would be $3,794,559.90 and that the shares so acquired
shall be subject to the terms of Section 2.6(b), Part Four and Part Five of the
Purchase Agreement as if it were "Stock" (as defined in the Purchase
Agreement).
Item 4. Purpose of the Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended by
adding the following information at the end of the first sentence of the first
paragraph:
Texaco has purchased additional shares of Common Stock pursuant to certain
preemptive rights that are described in Section 4.1(d) of the Purchase
Agreement (and summarized in Item 6 of this Schedule 13D). The purpose of the
additional purchase is to permit Texaco to maintain its percentage of ownership
in the Issuer's Common Stock at 20 percent.
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Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended and
restated as follows:
<TABLE>
<S> <C>
(a) Number of Shares Beneficially Owned: 3,868,033 shares of Common Stock.
Right to Acquire: Except for certain preemptive rights which are contained in
Section 4.1(d) of the Purchase Agreement, none.
Percent of Class: 20%
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 3,868,033.
(c) Recent Transactions: None, other than as discussed above.
(d) Rights with Respect to Dividends or Sales
Proceeds: Not Applicable.
(e) Date of Cessation of Five Percent
Beneficial Ownership: Not Applicable.
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Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby amended by
adding the following exhibit:
Exhibit 2: Preemptive Rights Stock Purchase Agreement, dated as of
October 26, 2000, by and between Energy Conversion Devices, Inc. and TRMI
Holdings Inc.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 6, 2000
Texaco Inc.
By: /s/ Michael H. Rudy
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Name: Michael H. Rudy
Title: Secretary
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Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF TEXACO INC.
The name, title, present principal occupation or employment, and business
address of each of the directors and executive officers of Texaco Inc.
("Texaco") are set forth below. Unless otherwise indicated, the business
address for each person is c/o Texaco Inc., 2000 Westchester Avenue, White
Plains, New York, 10650.
<TABLE>
Title, Present Principal Occupation
Name or Employment and Citizenship
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<S> <C>
A. Charles Baillie.................................... Director. Chairman & Chief Executive Officer of Toronto-Dominion
Bank. Toronto-Dominion Bank, 55 King Street West, 11th Floor,
Toronto Dominion Bank Tower, Toronto, Ontario M5K 1A2,
Canada. Mr. Baillie is a citizen of Canada.
Peter I. Bijur........................................ Director. Chairman & Chief Executive Officer of Texaco Inc.
Mary K. Bush.......................................... Director. President of Bush & Company. Bush & Company, 4201
Cathedral Avenue, N.W., Suite 1016E, Washington, D.C. 20016.
Edmund M. Carpenter................................... Director. President & Chief Executive Officer of Barnes Group, Inc.
Barnes Group, Inc., 123 Main Street, P.O. Box 489, Bristol, CT
06011-0489.
Robert J. Eaton . . . . . . . . . . . . . . . . . . . .Director. Former.Chairman of DaimlerChrysler Corporation.
DaimlerChrysler Corporation, 1000 Chrysler Dr., CIMS 480-01-01,
Auburn Hills, MI 48326-2766.
Michael C. Hawley..................................... Director. Former Chairman & Chief Executive Officer of The
Gillette Company. The Gillette Company, Prudential Tower
Building, 800 Boylston Street, Boston, MA 02119-8004.
Franklyn G. Jenifer................................... Director. President of the University of Texas at Dallas. University
of Texas at Dallas, 2601 North Floyd Road, Room AD2.418,
Richardson, TX 75080.
Sam Nunn.............................................. Director. Senior Partner of King & Spalding. King & Spalding, 191
Peachtree Street, Atlanta, GA 30303-1763.
Charles H. Price, II.................................. Director. Former Chairman of Mercantile Bank of Kansas City.
Mercantile Bank of Kansas City, One West Armour Blvd., Suite 300,
Kansas City, MO 64111.
Charles R. Shoemate................................... Director. Advisory Director of Unilever PLC. Unilever PLC, P.O.
Box 68, Unilever House, Blackfriars, London EC4P 4BQ, United
Kingdom.
Robin B. Smith........................................ Director. Chairman & Chief Executive Officer of Publishers Clearing
House. Publishers Clearing House, 382 Channel Drive, Port
Washington, NY 11050.
William C. Steere, Jr................................. Director. Chairman & Chief Executive Officer of Pfizer Inc. Pfizer
Inc., 235 East 42nd Street, New York, NY 10017-5755.
Thomas A. Vanderslice................................. Director. President of TAV Associates. TAV Associates, Le Rivage,
Unit 10-N, 4351 Gulf Shore Blvd. North, Naples, FL 34103.
Patrick J. Lynch...................................... Senior Vice President & Chief Financial Officer.
John J. O'Connor...................................... Senior Vice President.
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William M. Wicker..................................... Senior Vice President.
Bruce S. Appelbaum.................................... Vice President. 4800 Fournace Place, Bellaire, TX 77401-2324
John Bethancourt...................................... Vice President.
Eugene Celentano...................................... Vice President.
James F. Link......................................... Vice President.
James R. Metzger...................................... Vice President.
Rosemary Moore........................................ Vice.President
.
Robert C. Oelkers..................................... Vice President.
Deval L. Patrick...................................... Vice President & General Counsel.
Elizabeth P. Smith.................................... Vice President.
Robert A. Solberg..................................... Vice President. 1111 Bagby Street, Houston, TX 77002-2543
Janet L. Stoner....................................... Vice President.
Michael N. Ambler..................................... General Tax Counsel.
George J. Batavick.................................... Comptroller.
Ira D. Hall........................................... Treasurer.
Michael H. Rudy....................................... Secretary.
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