<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 6)*
Environmental Power Corporation
--------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------
(Title of Class of Securities)
29406-L-10-2
--------------------------------
(CUSIP Number)
Steven I. Himelstein, Esq.
Dorsey & Whitney LLP
250 Park Avenue
New York, New York 10077
(212) 415-9200
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 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 Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
______________
* 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 the
disclosures provided in a prior cover page.
The information required in 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>
SCHEDULE 13D
CUSIP No. 29406-L-2 Page 2 of 11 Pages
----------------------------- ----------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Cresci
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 3,687,618
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 59,730
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,687,618
WITH
10. SHARED DISPOSITIVE POWER
59,730
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,747,348
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 29406-L-2 Page 3 of 11 Pages
----------------------------- ---------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Cresci, Trustee of the Joseph E. Cresci Revocable Trust
U/T/A dated April 3, 1996
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 3,687,618
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,687,618
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,687,618
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3
14. TYPE OF REPORTING PERSON*
00 (Trust)
<PAGE>
SCHEDULE 13D
CUSIP No. 29406-L-2 Page 4 of 11 Pages
----------------------------- ----------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James F. Powers, as Voting Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 1,000,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 29406-L-2 Page 5 of 11 Pages
----------------------------- ----------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Cresci Family Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,000,000
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
Item 1. Security and Issuer: Common Stock, $.01 par value per share of
-------------------
Environmental Power Corporation, a Delaware corporation (the
"Company"). The address of the Company's principal executive office
is 500 Market Street, Suite 1E, Portsmouth, NH 03801.
Item 2. Identity and Background:
-----------------------
(a) The persons (the "Reporting Persons") filing this Statement,
as amended, are Joseph E. Cresci, individually and as
Trustee of the Joseph E. Cresci Revocable Trust U/T/A dated
April 3, 1996 (the "JEC Trust"), James F. Powers, as voting
trustee of the Voting Trust (as hereinafter defined), and
The Cresci Family Limited Partnership (the "Family
Partnership").
(b) Mr. Cresci's business address is Environmental Power Corporation,
500 Market Street, Suite 1E, Portsmouth, NH 03801. The JEC
Trust's business address is 500 Market Street, Suite 15R,
Portsmouth, New Hampshire 03801. Mr. Powers' business address is
Seven Essex Green Drive, Peabody, MA 01960. The Family
Partnership's business address is 500 Market Street, Suite 15R,
Portsmouth, New Hampshire 03801.
(c) Mr. Cresci is Chairman, Chief Executive Officer and Director
of Environmental Power Corporation, 500 Market Street, Suite
1E, 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. The JEC Trust is a revocable trust created by Mr.
Cresci for the benefit of members of his family. Mr. Powers
is a certified public accountant and shareholder in the
accounting firm of Mandragouras, Powers & Co., P.C., Seven
Essex Green Drive, Peabody, MA 01960. The Family
Partnership is a limited partnership of which Mr. Cresci
is general partner and members of the Cresci family (including
Mr. Cresci) are the limited partners. The business of the Family
Partnership is to engage in investment activities.
(d) Criminal proceedings - none
(e) Civil proceedings - none
(f) Citizenship - Mr. Cresci and Mr. Powers are United States
Citizens. The JEC Trust is organized under New Hampshire law.
The Family Partnership is a New Hampshire limited partnership.
Item 3. Source and Amount of Funds or Other Consideration: Not applicable.
-------------------------------------------------
The transaction giving rise to the filing of this Amendment did not
involve the purchase of Common Stock by the Reporting Persons.
Page 6 of 11 pages
<PAGE>
Item 4. Purpose of Transaction: On July 8, 1998, Mr. Cresci transferred
----------------------
3,687,618 shares of Common Stock to the JEC Trust, a revocable trust
for the benefit of members of Mr. Cresci's family, of which Mr. Cresci
is the Trustee. The transfer of shares of Common Stock to the JEC
Trust was made for estate planning purposes.
Item 5. Interest in Securities of the Issuer:
------------------------------------
(a) Mr. Cresci may be deemed to own beneficially 4,747,348 shares of
Common Stock as of July 8, 1998, which includes: 3,687,618 shares
held by the JEC Trust, of which Mr. Cresci is the Trustee;
1,000,000 shares held by the Voting Trust (evidenced by voting
trust certificates held by the Family Partnership, of which Mr.
Cresci is the general partner); and 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
20,000 shares held by Mr. Cresci's wife as to which Mr. Cresci
disclaims beneficial ownership. The JEC Trust may be deemed to
beneficially own the 3,687,618 shares held by it.
Each of Mr. Powers, as Voting Trustee with voting power, and
the Family Partnership, with dispositive power, may be
deemed to beneficially own the 1,000,000 shares of Common
Stock held in the Voting Trust.
The shares beneficially owned by Mr. Cresci represent 41.6%
of the class; the shares beneficially owned by the JEC
Trust, which shares are included in Mr. Cresci's ownership
figures represent 32.3% of the class; and the shares
beneficially owned by Mr. Powers (as Voting Trustee) and the
Family Partnership (as holder of voting trust certificates),
which shares are included in Mr. Cresci's ownership figures,
represent 8.8% of the class, based on the 11,406,783 shares
of Common Stock reported to be outstanding as of May 8, 1998
in the Company's Form 10-Q filed for the period ending March
31, 1998.
(b) Number of shares as to which Mr. Cresci has:
(i) sole power to vote or to direct the vote:
3,687,618
(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
Page 7 of 11 pages
<PAGE>
(iv) shared power to dispose or to direct the disposition
of: 59,730 shares.
Number of shares as to which the JEC Trust has:
(i) sole power to vote or to direct the vote: 3,687,618
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the
disposition of: 3,687,618
(iv) shared power to dispose or to direct the disposition
of: none.
Number of shares as to which Mr. Powers has:
(i) sole power to vote or to direct the vote: 1,000,000
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the disposition
of: none
(iv) shared power to dispose or to direct the disposition
of: none
Number of shares as to which the Family Partnership has:
(i) sole power to vote or to direct the vote: none
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the disposition
of: 1,000,000
(iv) shared power to dispose or to direct the disposition
of: none
(c) As described in Item 4, on July 8, 1998, Mr. Cresci
deposited 3,687,618 shares into the JEC Trust.
Item 6. Material to be Filed as Exhibits:
--------------------------------
1. Agreement of the Reporting Persons relating to the filing of this
Amendment to Schedule 13D.
Page 8 of 11 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry to and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement by or about the undersigned is true, complete and
correct.
Date: July 23, 1998
/s/ Joseph E. Cresci
------------------------------------
Joseph E. Cresci
The Joseph E. Cresci Revocable Trust U/T/A
dated April 3, 1996
By: /s/ Joseph E. Cresci, Trustee
--------------------------------
Joseph E. Cresci, Trustee
/s/ James F. Powers, Trustee
------------------------------------
James F. Powers, as Trustee
The Cresci Family Limited
Partnership
By: /s/ Joseph E. Cresci, G.P.
---------------------------------
Joseph E. Cresci
General Partner
Page 9 of 11 pages
<PAGE>
List of Exhibits
----------------
1. Agreement of the Reporting Persons relating to the filing of
this Amendment to Schedule 13D.
Page 10 of 11 pages
<PAGE>
EXHIBIT 1
AGREEMENT
Filed as Part of
STATEMENT ON SCHEDULE 13D
Filed With The
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, each of the undersigned hereby agrees that the Statement on
Schedule 13D, to which this Agreement is attached as an exhibit, is filed on
behalf of each of them.
Dated: July 23, 1998
/s/ Joseph E. Cresci
------------------------------------
Joseph E. Cresci
The Joseph E. Cresci, Revocable Trust U/T/A
dated April 3, 1996
By: /s/ Joseph E. Cresci, Trustee
--------------------------------
Joseph E. Cresci, Trustee
/s/ James F. Powers, Trustee
------------------------------------
James F. Powers, as Trustee
The Cresci Family Limited
Partnership
By: /s/ Joseph E. Cresci, G.P.
---------------------------------
Joseph E. Cresci, General
Partner
Page 11 of 11 pages
