UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 19
Thermodynetics, Inc.
(Name of Issuer)
Common Stock 883622
(Title of Class of Securities) (CUSIP Number)
Robert A. Lerman
(Reporting Person)
Kenneth B. Lerman, P.C.
651 Day Hill Road, Windsor, Connecticut 06095-0040
Telephone (860) 285-0700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ]. (See
Rule 13d-7.)
(Continued on following pages)
Page 1 of 5
<PAGE>
CUSIP No. 883622 Schedule 13D Page 2 of 4
________________________________________________________________________________
1. Name of reporting person:
Robert A. Lerman
________________________________________________________________________________
2. Check the appropriate box if a member of a group.
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. Source of funds:
AF - Personal Funds of Reporting Person's personal pension plan.
________________________________________________________________________________
5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or place of organization:
United States
________________________________________________________________________________
7. Sole voting power:
NUMBER OF 2,324,495
SHARES _________________________________________________________________
8. Shared voting power:
BENEFICIALLY
1,668,716
OWNED BY
_________________________________________________________________
EACH 9. Sole dispositive power:
REPORTING 2,324,495
PERSON _________________________________________________________________
10. Shared dispositive power:
WITH
1,668,716
________________________________________________________________________________
11. Aggregate amount beneficially owned by each reporting person:
3,993,211
________________________________________________________________________________
12. Check box if the aggregate amount in row (11) excludes certain shares:
[_]
________________________________________________________________________________
13. Percent of class represented by amount in row (11):
twenty-seven and one-tenth of one percent (27.1%)
________________________________________________________________________________
14. Type of reporting person:
IN
________________________________________________________________________________
<PAGE>
CUSIP No. 883622 Schedule 13D Page 3 of 4
Item 1. Security and Issuer
Issuer: Thermodynetics, Inc. (the "Company")
Executive Office: 651 Day Hill Road
Windsor, Connecticut 06095
Securities: Common Stock, $.01 par value
Item 2. Identity and Background
Name: a) Robert A. Lerman (the "Reporting Person")
Address: b) Thermodynetics, Inc.
651 Day Hill Road
Windsor, CT 06095
Occupation: c) President of the Company.
Convictions: d) None
Proceedings: e) None
Citizenship: f) Citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
AF-Personal funds solely from Reporting Person's personal pension plan
in the amount of $17,600 to purchase 320,000 shares reported herein.
Item 4. Purpose of Transaction
The shares were purchased for investment purposes. The Reporting
Person has no intention or desire to gain control of the Company for
purposes of liquidation, sale of assets, acquisition or merger.
The Reporting Person's personal pension plan has confirmed the same
intentions.
Item 5. Interest in Securities of the Issuer
(a) *3,993,211* shares are beneficially owned by Reporting Person as
of the date hereof, which equals twenty-seven and one-tenth of
one percent (27.1%) beneficial ownership.
The above includes the beneficial ownership of one-half (1/2) of
*166,121* shares of the Company which are held by Pioneer Partners
Corp. Reporting Person is an officer and director and 50% shareowner
of Pioneer Partners Corp. and thus has a 50% beneficial interest in
such shares; a second director of the Company has the second 50%
interest in such shares. The above includes *244,525* shares owned by
Reporting Person's Spouse. The above includes *49,251* shares held in
trust for Reporting Person under the Company's 401(k) Plan. The above
excludes from beneficial ownership a total of *634,803* shares held
for all participating employees in trust by Reporting Person as a
trustee along with two other trustees of the Company's 401(k) Plan.
Mr. Lerman contributed certain of his shares of Company stock in
accordance with the guidelines to the Robert A. Lerman Money Purchase
Plan and Trust, established in 1988; the aggregate holdings of
outstanding shares of Company stock actually issued which are now
owned by that pension plan equals 971,880 shares; Mr. Lerman, as
trustee of that pension plan, has full voting authority over that
pension plan's shares; thus that pension plan's shares have been
included in Mr. Lerman's above aggregate beneficial ownership
calculation plus 320,000.
<PAGE>
CUSIP No. 883622 Schedule 13D Page 4 of 4
(b) Reporting Person's personal pension plan has the sole power to
vote or sell the 320,000 shares.
(c) No transactions in the last 60 days from the date hereof or since
Reporting Person's most recent Schedule 13D filing date, except
for the transaction(s) reported below:
<TABLE>
<CAPTION>
Transaction No. Shares Date Exercise Price
----------- ---------- ---- --------------
<S> <C> <C> <C>
Exercise of stock option
by Pension Plan 320,000 January 12, 1999 $0.055 per share
-------
Total 320,000
</TABLE>
(d) No other person except Reporting Person's personal pension plan
has the right or power to receive proceeds or other benefits from
a disposition of the 320,000 shares.
(e) Date Reporting Person ceased 5% beneficial ownership:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Relationships with Issuer. Reporting Person is an officer and director, and a
greater than ten percent beneficial shareholder of the Issuer.
Disclaimer of Group. Because Reporting Person has his own investment, holding
and voting criteria and guidelines, the Reporting Person disclaims, in
particular, membership in any group which individually includes his spouse, the
Robert A. Lerman Money Purchase Plan and Trust, or Mr. John F. Ferraro. Mr.
Ferraro also is an officer, director and a greater than ten percent beneficial
shareholder of the Issuer. Reporting Person disclaims any beneficial ownership
in his spouse's shares and/or the shares of the Robert A. Lerman Money Purchase
Plan and Trust, and this filing is not an admission of any claim of ownership or
of any pecuniary interest in such shares. Reporting Person disclaims any
beneficial ownership in the second director's 50% interest in the 166,121 shares
of the Company owned by Pioneer Partners Corp. and this filing is not an
admission of any claim of ownership or of any pecuniary interest in such shares.
Item 7. Exhibits
None.
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.
January 19, 1999
---------------------------------------------------------------
(Date)
/s/ Robert A. Lerman
---------------------------------------------------------------
(Signature)
Robert A. Lerman, President and a Director
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
