UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 17
Thermodynetics, Inc.
(Name of Issuer)
Common Stock 883622
(Title of Class of Securities) (CUSIP Number)
John F. Ferraro
(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
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CUSIP No. 883622 Schedule 13D Page 2 of 5
________________________________________________________________________________
1. Name of reporting person:
John F. Ferraro
________________________________________________________________________________
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 2,201,559
SHARES _________________________________________________________________
8. Shared voting power:
BENEFICIALLY
1,523,541
OWNED BY
_________________________________________________________________
EACH 9. Sole dispositive power:
REPORTING 2,201,559
PERSON _________________________________________________________________
10. Shared dispositive power:
WITH
1,523,541
________________________________________________________________________________
11. Aggregate amount beneficially owned by each reporting person:
3,725,100
________________________________________________________________________________
12. Check box if the aggregate amount in row (11) excludes certain shares:
[_]
________________________________________________________________________________
13. Percent of class represented by amount in row (11):
twenty-five and nine-tenths of one percent (25.9%)
________________________________________________________________________________
14. Type of reporting person:
IN
________________________________________________________________________________
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CUSIP No. 883622 Schedule 13D Page 3 of 5
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) John F. Ferraro (the "Reporting Person")
Address: b) Thermodynetics, Inc.
651 Day Hill Road
Windsor, CT 06095
Occupation: c) Chairman, Chief Executive Officer and Secretary 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 of personal pension plan in the amount of $17,600 to
exercise options 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) *3,725,100* shares are beneficially owned by Reporting Person as
of the date hereof, which equals twenty-nine and nine-tenths of one
percent (29.9%) 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% share owner
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 *166,803* shares now owned
by Reporting Person's spouse. The above includes *37,120* 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. Ferraro contributed certain of his shares of Company stock in
accordance with the guidelines to the John F. Ferraro Defined Benefit
Pension Plan and Trust which was established in 1984; the aggregate
holdings of outstanding shares of Company stock actually issued which
are now owned by that pension plan equals 1,050,000 shares; Mr.
Ferraro, as trustee of the Plan, has full voting authority over that
pension plan's shares;
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CUSIP No. 883622 Schedule 13D Page 4 of 5
thus that pension plan's shares have been included Mr. Ferraro's above
aggregate beneficial ownership calculation.
(b) Reporting Person's personal pension plan has the sole power to
vote or sell the 320,000 shares beneficially owned.
(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 Purchase Price
----------- ---------- ---- --------------
<S> <C> <C> <C>
Exercise of Stock Option 320,000 January 12, 1999 $0.055 per share
by Pension Plan
</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 John F. Ferraro Defined Benefit Pension Plan
and Trust, or Mr. Robert A. Lerman. Mr. Lerman 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 John F. Ferraro Defined
Benefit Pension 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/ John F. Ferraro
- --------------------------------------------------------
(Signature)
John F. Ferraro, Chairman, Secretary, CEO and a Director
- --------------------------------------------------------
(Name/Title)
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CUSIP No. 883622 Schedule 13D Page 5 of 5
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).
