SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mechanical Technology Incorporated
(Name of Issuer)
$1.00 Par Value Common Stock
(Title of Class of Securities)
583538103
(CUSIP Number)
CATHERINE S. HILL, ESQ.
WHITEMAN OSTERMAN & HANNA
One Commerce Plaza
Albany, New York 12260
(518) 487-7600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1998
(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 Section
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
Check the following box if a fee is being paid with this Statement:
CUSIP NO. 583538103
1. NAME OF REPORTING PERSONS
First Albany Companies Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
14-1462255
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of New York
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,444,038 (34.0%)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,444,038 (34.0%)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,444,038 (34.0%)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 583538103
1. NAME OF REPORTING PERSONS
George C. McNamee
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
285,303 (4.0%)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
285,303 (4.0%)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
285,303 (4.0%) (1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14. TYPE OF REPORTING PERSON
IN
(1) Excludes 12,000 Shares owned by his wife and 2,444,038 Shares owned by
FAC. Mr. McNamee disclaims beneficial ownership of such securities, and the
filing of this Statement shall not be construed as an admission that he is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, or any other purpose, the beneficial owner of such securities.
CUSIP NO. 583538103
1. NAME OF REPORTING PERSONS
Alan P. Goldberg
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
326,191 (4.5%) (1)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
326,191 (4.5%) (1)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
326,191 (4.5%) (1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON
IN
(1) Includes 126,000 Shares owned by the Goldberg Charitable Trust and
excludes 2,444,038 Shares owned by FAC. Mr. Goldberg disclaims beneficial
ownership of such securities, and the filing of this Statement shall not be
construed as an admission that he is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, or any other
purpose, the beneficial owner of such securities.
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $1.00 per share (the "Common Stock") of
Mechanical Technology Incorporated, a New York corporation ("MTI"), with its
principal executive offices located at 968 Albany-Shaker Road, Latham, New York
12110.
Item 2. Identity and Background.
This statement is being filed by First Albany Companies, Inc., a New York
corporation ("FAC"), George C. McNamee ("McNamee") and Alan P. Goldberg
("Goldberg"; FAC, McNamee and Goldberg, collectively, the "Reporting Persons").
FAC is a holding company that, through its principal wholly-owned subsidiary,
First Albany Corporation ("First Albany"), is an investment banking, securities
trading and brokerage firm serving corporations, governments and institutional
investors. The address of FAC's principal office and principal business is 30
South Pearl Street, Albany, New York 12207-1599.
McNamee is the Chief Executive Officer and a Director of MTI. His
principal occupation is as Co-Chief Executive Officer and Chairman of the
Board of Directors of FAC. His business address is at FAC's principal offices
at 30 South Pearl Street, Albany, New York 12207-1599.
Goldberg is a Director of MTI. His principal occupation is as Co-Chief
Executive Officer and President of FAC. His principal address is at FAC's
principal offices at 30 South Pearl Street, Albany, New York 12207-1599.
McNamee and Goldberg are each citizens of the United States of America.
During the last five years, neither McNamee nor Goldberg has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities to, Federal or
State Securities Laws or finding any violation with respect to such laws.
The name, business address and present principal occupation or employment
of each executive officer and director (the "Executive Officers and Directors")
of FAC are set forth in Schedule I hereto, which is incorporated herein by
reference. Each of such individuals is a citizen of the United States of
America, except for J. Anthony Boeckh, Ph.D., who is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have exercised their rights to purchase Shares of
the Issuer pursuant to the rights offering described in the Registration
Statement filed with the Securities and Exchange Commission on August 19, 1998
("Rights Offering"), under the Securities Act of 1933 (the "Securities Act").
FAC purchased 407,340 Shares in the Rights Offering. Such Shares were
paid for out of working capital of FAC in the amount of $2,444,040.
McNamee purchased 49,552 Shares in the Rights Offering, which includes
2,000 Shares owned by his wife, with his personal funds for a total purchase
price of $297,312.
Goldberg purchased 54,366 Shares in the Rights Offering, which includes
21,000 Shares owned by the Goldberg Charitable Trust, with his personal funds
for a total purchase price of $326,196.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares for investment purposes. From
time to time, the Reporting Persons have engaged in discussions with the Issuer,
its officers and directors and other significant shareholders relating to the
Issuer's policies, management, directors, business, operations, financial
condition, strategies and other developments, and the Reporting Persons intend
to engage in such discussions in the future. From time to time, each of the
Reporting Persons may buy or sell additional Shares on the open market, in
private negotiated transactions, from the Issuer or otherwise.
Notwithstanding the foregoing, as a significant shareholder of the Issuer
and through any of its representatives that may be members of the Issuer's Board
of Directors, the Reporting Persons may consider, from time to time, (i) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries
(iii) material changes in the present capitalization or dividend policy of the
Issuer, (iv) other material changes in the Issuer's business or corporate
structure, (v) changes in the Issuer's certificate of incorporation and by-laws
or other actions that may impede the acquisition of control of the Issuer by any
person, (vi) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized in an inter
- -dealer quotation system of a registered national securities association,
(vii) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12 (g) (4) of the Exchange Act
or (viii) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) FAC is the direct beneficial owner of 2,444,038 Shares,
which represent 34.0% of the Shares outstanding on September 30, 1998. McNamee
is a direct beneficial owner of 285,303 Shares, which represent 4.0% of the
Shares outstanding on September 30, 1998. McNamee's wife is the direct
beneficial of 12,000 Shares. McNamee disclaims beneficial ownership of the
12,000 Shares owned by his wife, and the 2,444,038 Shares owned by FAC.
Goldberg is the direct beneficial owner of 326,191 Shares, which represent
4.5% of the Shares outstanding on September 30, 1998, including 126,000
Shares owned by the Goldberg Charitable Trust. Goldberg disclaims beneficial
ownership of such 126,000 Shares and the 2,444,038 Shares owned by FAC.
(b) FAC has the sole power to direct the vote and disposition of
all Shares directly owned by it as described in paragraph (a). McNamee and
Goldberg are directors, officers and stockholders of FAC. McNamee has the sole
power to direct the vote and disposition of all Shares directly owned by him as
described in paragraph (a). Goldberg has the sole power to direct the vote and
disposition of all Shares directly owned by him as described in paragraph (a).
(c) Except as described in Items 3, 4, and 5 hereof, none of the Reporting
Persons has effected any transactions in Shares during the past 60 days.
(d) With the exception of 126,000 Shares owned by the Goldberg Charitable
Trust, no other person is known to have the right to receive dividends from, or
the proceeds from the sale of, such Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: September 30, 1998 FIRST ALBANY COMPANIES INC.
By:________________________________
Stephen P. Wink
Secretary
___________________________________
George C. McNamee
___________________________________
Alan P. Goldberg
SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS AND
EXECUTIVE OFFICERS OF FIRST ALBANY COMPANIES INC.
The following table sets forth the name and present principal occupation
or employment of the current directors and executive officers of First Albany
Companies Inc. Except as otherwise indicated below, the present business
address of each such executive officer and director is 30 South Pearl Street,
Albany, New York 12207-1599.
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
George C. McNamee Chairman, director and Co-Chief
Director, Officer Executive Officer of FAC and First
Albany.
Alan P. Goldberg Director, President and Co-Chief
Director, Officer Executive Officer of FAC and First
Albany.
Daniel V. McNamee III President of The Publishing & Media
Director Group, a management consulting firm
specializing in the media communications
industry. His present business address is
475 Fifth Avenue, 19th Floor, New York,
New York 10017.
J. Anthony Boeckh, Ph.D. Chairman and Chief Executive Officer of
Director BCA Publications Ltd., Montreal, Canada,
and Editor-in-Chief of The Bank Credit
Analyst. He is also a principal of
Greydanus, Boeckh and Associates, Inc.,
Montreal, Canada, a fixed income specialty
manager. His principal business address
is BCA Publications Ltd., 1002 Sherbrooke
St. West, Ste. 1600, Montreal, Canada
H3A 3L6.
Peter Barton Business consultant and investor. His
Director principal business address is c/o Liberty
Media Corp., 8101 East Prentice Avenue,
Suite 500, Englewood, Colorado 80111.
Walter Fiederowicz Business consultant and investor. His
Director principal business address is 39 Painter
Hill Road, Woodbury, Connecticut 06798.
NAME PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
Hugh A. Johnson, Jr. Director, Senior Vice President and
Director, Officer Chief Investment Officer of FAC and
First Albany and Chairman of First
Albany Asset Management Corporation.
Benaree P. Wiley President and Chief Executive
Director Officer of The Partnership, a Boston-based
organization founded by business and civic
leaders to promote the development of
professionals of color through access to
corporate, municipal and state leaders.
Her principal business address is 334
Boylston Street, Suite 400, Boston,
Massachusetts 02116.
Charles L. Schwager Consultant to Loanet, Inc., a provider of
Director on-line, real time accounting services to
support financial institutions engaged in
the business of borrowing and lending
securities. His principal business address
is 12B Manor Parkway, Salem, New Hampshire
03079.
Stephen P. Wink Secretary and General Counsel of FAC
Officer and Sr. Vice President, General Counsel
and Secretary of First Albany.
Timothy Wells Chief Financial Officer of FAC
Officer and Senior Vice President of
First Albany.
