UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Evercel, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
299759 10 0
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(CUSIP Number)
October 18, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
___ Rule 13d-1(b)
_X_ Rule 13d-1(c)
___ Rule 13d-1(d)
* 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>
CUSIP No. 299759 10 0 Page 2 of 5 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
James D. Gerson
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2. Check the Appropriate Box if a Member of a Group (a) __
(See Instructions) (b) __
N/A
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3. SEC Use Only
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4. Citizenship or Place of Organization
U.S.
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5. Sole Voting Power
211,717 shares, 7.4%
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Number of
Shares 6. Shared Voting Power
Beneficially
Owned by 34,266 shares, 1.2%
Each
Reporting --------------------------------------------------------------
Person
With 7. Sole Dispositive Power
211,717 shares, 7.4%
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8. Shared Dispositive Power
34,266 shares, 1.2%
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
306,515 shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ___
(See Instructions)
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11. Percent of Class Represented by Amount in Row 9
10.7%
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12. Type of Reporting Person (See Instructions)
IN
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Page 3 of 5 Pages
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Item 1.
(a) Name of Issuer
Evercel, Inc.
(b) Address of Issuer's Principal Executive Offices
3 Great Pasture Road
Danbury, Connecticut 06813
Item 2.
(a) Name of Person Filing
James D. Gerson
(b) Address of Principal Business Office or, if none, Residence
c/o Fahnestock and Co.
780 3rd Avenue
New York, New York 10017
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
299759 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
As of February 22, 1999, the reporting person was the "beneficial
owner" (as defined in Rule 13d-3 of Regulation 13D-G under the Securities
Exchange Act of 1934 (the "Exchange Act")) of over five percent of the
outstanding shares of Common Stock of Evercel, Inc. Evercel, Inc. granted
to its shareholders on February 22, 1999 transferable subscription rights
("Rights") to acquire one additional share of Common Stock for each share
held on such date.
(a) Amount beneficially owned
306,515 shares of Common Stock, including (i) 52,711 shares which
may be acquired within 60 days by the reporting person pursuant
to the exercise of outstanding Rights granted to him, (ii) 76,293
shares which may be acquired within 60 days by the reporting
person pursuant to the exercise of outstanding Rights to be
acquired by him by contract, (iii) 34,266 shares held by the
reporting person's wife as custodian for two minor children, (iv)
5,266 shares held by a private foundation, of which the reporting
person is President and a Director, (v) 5,266 shares which may be
acquired within 60 days by such private foundation pursuant to
the exercise of outstanding Rights, and (vi) 50,000 shares held
by a corporation of which the reporting person is Chairman of the
Board and a significant shareholder.
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Page 4 of 5 Pages
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The reporting person disclaims beneficial ownership of the 34,266
shares beneficially owned by the reporting person's wife, the
10,532 shares beneficially owned by the private foundation and
the 50,000 shares beneficially owned by a corporation of which
the reporting person is Chairman and a significant shareholder.
In accordance with Rule 13d-4 under the Exchange Act, the filing
of this Schedule 13G shall not be construed as an admission that
the reporting person is, for the purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any of the
shares held by the reporting person's wife, the shares held by
the private foundation or the shares held by a corporation of
which the reporting person is Chairman and a significant
shareholder.
(b) Percent of class
10.7% of the approximately 2,861,045 outstanding shares of Common
Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
211,717 shares
(ii) Shared power to vote or to direct the vote
34,266 shares
(iii) Sole power to dispose or to direct the disposition of
211,717 shares
(iv) Shared power to dispose or to direct the disposition of
34,266 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
As described above in Item 4(a), 34,266 shares are beneficially
owned by the reporting person's wife as custodian for two minor
children, 10,532 shares are beneficially owned by a private
foundation and 50,000 shares are beneficially owned by a
corporation of which the reporting person is Chairman and a
significant shareholder. Such shares are subject to the rights of
others to receive or direct the receipt of dividends from, or
proceeds from the sale of, such shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
Not applicable.
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Page 5 of 5 Pages
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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.
Date: November 10, 1999
/s/ James D. Gerson
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James D. Gerson
