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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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Environmental Power Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
29406-L-10-2
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(CUSIP Number)
Perez C. Ehrich, Esq.
Dorsey & Whitney
350 Park Avenue, New York, NY 10022 212-415-9255
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 19, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule 13D, and is filing this schedule because of Rule 13d-(b)(3) or (4),
check the following box ____.
Check the following box if a fee is being paid with the statement ____. A fee is
not required only if the reporting person:(1) has a previous on file reporting
beneficial ownership of more than five percent of the class of securities
described in Item 1: and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
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CUSIP NO. 29406-L-2 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Cresci
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
4,687,618
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 59,730
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,687,618
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
59,730
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,747,348
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.04%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer: Common Stock, $.01 par value per share of
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Environmental Power Corporation, a Delaware corporation (the
"Company"). The address of the Company's principal executive office is
31 Raynes Avenue, Portsmouth, NH 03801.
Item 2. Identity and Background:
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(a) Joseph E. Cresci
(b) Environmental Power Corporation
31 Raynes Avenue
Portsmouth, NH 03801
(c) Chairman, Chief Executive Officer and Director of Environmental
Power Corporation, 31 Raynes Avenue, Portsmouth, NH 03801. The
Company's principal business is the development and leasing of
electricity generating plants utilizing waste coal incineration
as the source of energy.
(d) Criminal proceedings - none
(e) Civil proceedings - none
(f) Citizenship - Mr. Cresci is a United States citizen
Item 3. Source and Amount of Funds or Other Consideration:
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This Amendment is being filed to report the exercise by Mr. Cresci of
his option granted in November 1993 to purchase 275,000 shares of
Common Stock for $.625 per share for an aggregate of $171,875 by
delivery of his promissory note in the amount of the exercise price.
This Amendment is also being filed to report the gift by Mr. Cresci of
100,000 shares of Common Stock to his children. In addition, Mr.
Cresci is the owner of (i) an additional 1,150,000 shares of Common
Stock which were acquired in July 1993 on exercise of options granted
in 1987 and 1988 and options granted in January 1990 under the
Company's 1990 Stock Plan, all at an exercise price of $.14 per share
(for which he issued his promissory note in the principal amount of
$161,000), (ii) an additional 297,178 shares which were awarded to him
in November 1993 under the terms of a restricted stock agreement, the
restrictions of which lapse in November 1996, and (iii) an additional
2,965,440 shares of Common Stock which were owned by Mr. Cresci prior
to the time that the original Form 13D was filed on January 26, 1990.
All shares of stock held by Mr. Cresci have been acquired with
personal funds except for those shares referred to above acquired by
issuance of promissory notes.
Page 3 of 7 Pages
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Item 4. Purpose of Transaction: Mr. Cresci is currently the holder of
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4,687,618 shares of the outstanding Common Stock of The Company. Mr.
Cresci has acquired all shares, including the 275,000 shares reported
in the Amendment, currently held by him for the purpose of investment.
Item 5. Interest in Securities of the Issuer
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(a) Mr. Cresci may be deemed to own beneficially 4,747,348 shares of
Common Stock as of December 19, 1995, which includes 59,730
shares of Common Stock held by the Joseph J. Cresci and Mildred
E. Cresci Trust dated December 28, 1978 for the benefit of Mr.
Cresci and his issue, of which trust Mr. Cresci is both a trustee
and a beneficiary. The 4,747,348 shares beneficially owned by Mr.
Cresci do not include the following, as to all of which Mr.
Cresci disclaims beneficial ownership: 18,000 shares held by Mr.
Cresci's mother, Mildred E. Cresci; 244,896 shares held by the
Joseph E. Cresci Children Trust dated August 4, 1986; 50,000
shares held by Mr. Cresci's son Gregory J. Cresci; 50,000 shares
held by Mr. Cresci's daughter Elizabeth E. Cresci; 5,000 shares
held by the Gail Hohweiler 1987 Trust, of which Mildred E. Cresci
and Joseph Serafini are the trustees; 20,000 shares held by the
Hohweiler Children 1987 Trust, of which Mildred E. Cresci and
Joseph Serafini are the trustees; and 5,000 shares held by the
George H. Hohweiler 1987 Trust of Which Midlred E. Cresci and
Joseph Serafini are the trustees.
The shares beneficially owned by Mr. Cresci represent 40.04% of
the class, based on the 10,662,179 shares of Common Stock
reported to be outstanding as of November 6, 1995 in the
Company's Form 10-QA filed for the period ending September 30,
1995, less 498,100 shares acquired thereafter by the Company as
treasury stock and an additional 1,383,244 shares issued
thereafter (including the 275,000 shares issued to Mr. Cresci).
Page 4 of 7 Pages
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(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 4,687,618
(ii) shared power to vote or to direct the vote: 59,730
shares.
(iii) sole power to dispose or to direct the disposition of:
4,687,618
(iv) shared power to dispose or to direct the disposition
of: 59,730 shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer:
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Mr. Cresci has pledged 500,000 shares of the Company's Common Stock to
Wainwright Bank & Trust Company for the purpose of guaranteeing
certain debts. The stock will be transferred upon default according to
the terms of the pledge agreements.
In addition to the foregoing pledge, Mr. Cresci has pledged an
aggregate of 1,425,000 shares to the Company to secure his loans from
the Company in connection with his exercise of employee stock options.
Item 7. Material to be Filed as Exhibits:
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Promissory Note
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 5 of 7 Pages
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SIGNATURE
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After reasonable inquiry to and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 29, 1995
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Date
/s/ Joseph E. Cresci
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Joseph E. Cresci
Page 6 of 7 Pages
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PROMISSORY NOTE
AMOUNT: $171,875.00 DATE: DECEMBER 19, 1995
For value received, I, Joseph E. Cresci, (the "Maker") an employee of
Environmental Power Corporation, a Delaware corporation (the "Company"), hereby
promise to pay the Company ON DEMAND the principal amount of One Hundred Seventy
One Thousand Eight Hundred Seventy Five Dollars & 00/100 ($171,875.00) with
interest (computed on the basis of a 360 day year of twelve 30 day months)
payable from the date hereof on the unpaid balance of such principal amount at
the annual rate of 5.65%, such interest to be payable monthly.
The interest payable on this Note shall not be less than applicable
"Federal short-term rate" on the date hereof as defined in Section 1274(d) of
the Internal Revenue Code of 1954, as amended.
As security for payments to be made by the Maker pursuant to this Note, the
Company shall retain custody of and a security interest in, the certificate or
certificates representing 275,000 Shares of the Company's Common Stock, such
security interest to lapse at such time as all of the obligations of the Maker
under this Note have been satisfied in full or the Note has been canceled.
The Company shall have full recourse against the Maker for collection and
payment of the debt evidenced by this Note and may seek personal judgement
against the Maker for payment of this Note.
All or any part of the principal and accrued interest may be prepaid at
anytime without the payment of any penalty or premium.
In case any payment herein provided shall not be paid when due, the maker
further promises to pay all costs at collection, including all attorney's fees.
This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts and shall have the effect of a sealed
instrument.
The Maker and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice of nonpayment, protest and all other demands and
notices in connection with the delivery, acceptance, performance or enforcement
of the Note.
Maker
/s/ Joseph E. Cresci
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Joseph E. Cresci
Page 7 of 7 Pages
