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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EVERCEL, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE .01 PER SHARE
(Title of Class of Securities)
299759100
(CUSIP Number)
Vicki Z. Holleman
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
(212) 483-7047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 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 [ ]. 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).
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CUSIP No.: 299759100
1. NAME OF REPORTING PERSON:
Loeb Investors Co. LXXV
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
264, 108 Share of Common Stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
264, 108 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
264,108 Shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.5%
14. TYPE OF REPORTING PERSON:
PN
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CUSIP No.: 299759100
1. NAME OF REPORTING PERSON:
Warren D. Bagatelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
92,761 Shares of Common Stock
8. SHARED VOTING POWER:
265,708 Shares of Common Stock
9. SOLE DISPOSITIVE POWER:
92,761 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
265,708 Shares of Common Stock
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
358,469 Shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
12.9%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No.: 299759100
1. NAME OF REPORTING PERSON:
HSB Capital
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
1,600 Shares of Common Stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
1,600 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,600 Shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.05%
14. TYPE OF REPORTING PERSON:
PN
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CUSIP No.: 299759100
1. NAME OF REPORTING PERSON:
Loeb Partners Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
193,500 Shares of Common Stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
193, 500 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
193,500 Shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.0%
14. TYPE OF REPORTING PERSON:
CO BD
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Item 1. Security and Issuer.
This statement refers to the Common Stock of Evercel, Inc. (the "Company"), 3
Great Pasture Road, Danbury, Connecticut, 06813. Robert L. Kanode is its Chief
Executive Officer.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are:
Loeb Investors Co. LXXV
Warren D. Bagatelle
HSB Capital
Loeb Partners Corporation
(b) The business address of the persons filing this statement is 61 Broadway,
New York, New York 10006.
(c) Loeb Investors Co. LXXV is a New York partnership. The names and addresses
of its partners are listed in Schedule A hereto. Thomas L. Kempner is its
managing partner. Thomas L. Kempner is majority stockholder of Loeb Holding
Corporation, the parent company of Loeb Partners Corporation. Loeb Partners
Corporation is a registered broker/dealer and a registered investment adviser.
Thomas L. Kempner is President and a director and Chief Executive Officer of
Loeb Holding Corporation, and of Loeb Partners Corporation. He is a director of
the Issuer.
Warren D. Bagatelle is a managing director of Loeb Partners Corporation and he
is a director of the Issuer. He is a partner of HSB Capital.
(d) and (e). None of the individuals named, have, within the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All of the individuals named are United States citizens. Loeb Partners
Corporation is a Delaware corporation.
Item 3. Source and Amount of Funds
Personal, trust, partnership or corporate funds, as the case may be, were used
to acquire the securities referred to in Item 5.
Item 4. Purpose of Transaction
The shares, the ownership of which is reported hereby, other than the shares
owned by Loeb Partners Corporation, were acquired for investment purposes. The
shares owned by Loeb Partners Corporation were acquired pursuant to the standby
underwriting commitment referred to in Item 5. The reporting persons reserve the
right to acquire additional shares, or to dispose of some or all of their
shares, in accordance with applicable regulations. They may from time to time
discuss with members of the issuer's management various ideas with a view to
enhancing the value of the shares, but the reporting persons are not presently
aware of any plans or proposals required to be described in answer to Item 4.
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Item 5. Interest in Securities of the Issuer
(a) As of April 15, 1999, shares of Common Stock of the Issuer were beneficially
owned as follows:
Shares of
Common Stock
Loeb Investors Co. LXXV 264,108
Warren D. Bagatelle* 92,761
HSB Capital 1,600
Loeb Partners Corporation 193,500
551,969
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*Including members of his immediate family
The issuer currently has 2,778,000 shares of Common Stock outstanding.
As of April 15, 1999, the persons named above own an aggregate of 551,969 shares
of Common Stock, constituting 19.9% of the Common Stock outstanding.
(b) See the answer to Item 2 thereof.
(c) The shares held by the persons named above, other than Loeb Partners
Corporation, were acquired either (i) on the pro rata distribution of shares of
the Issuer to stockholders of Energy Research Corporation as of February 22,
1999, or (ii) the exercise, at $6.00 per share, of subscription rights, expiring
March 22, 1999, granted by the Issuer pro rata to its shareholders on February
22, 1999. The shares owned by Loeb Partners Corporation were acquired on April
13, 1999 pursuant to its standby underwriting commitment with respect to the
rights offering at $5.76 per share, net of underwriting discounts.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material Filed as Exhibits.
N/A
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Schedule A
Evercel Shares
Held for Benefit
Trusts F/B/O Children of John L. Loeb (deceased) 90, 172
Trusts F/B/O Children of Henry A. Loeb (deceased) 41,418
Trust F/B/O Alan H. Kempner, Jr.* 51,166
Trust F/B/O Thomas L. Kempner* 51,166
Trust F/B/O Carl L. Kempner* (deceased) 11,178
Loeb Holding Corporation 11,110
S&S&L Investment Partnership 4,152
Michael C. Kempner 2,794
Warren D. Bagatelle 952
264,108
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*Thomas L. Kempner is one of the trustees of this trust.
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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.
Dated: April 22, 1999
Loeb Investors Co. LXXV
By:_____________________________
Thomas L. Kempner
Managing Partner
By:_____________________________
Warren D. Bagatelle
HSB Capital
By:_____________________________
Warren D. Bagatelle, Partner
Loeb Partners Corporation
By:_____________________________
Thomas L. Kempner,
Chief Executive Officer
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