-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCbrMBKJGdDtPsZ+TZFm93FZ60rJ2p5OyBl7kqNUKP1wAIf2GKskQU6qi1us3k5i wI90PZXNkjKOeP/UPA388g== 0000950134-03-008046.txt : 20030515 0000950134-03-008046.hdr.sgml : 20030515 20030515095316 ACCESSION NUMBER: 0000950134-03-008046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030515 GROUP MEMBERS: ALLIED WILLIAMS COMPANIES GROUP MEMBERS: EQUITY MANAGEMENT LLC GROUP MEMBERS: T TODD MARTIN III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18312 FILM NUMBER: 03701345 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ETC ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001164153 IRS NUMBER: 63128009 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 MIDTOWN PARK CITY: MIBLE STATE: AL ZIP: 36606 BUSINESS PHONE: 2514502838 MAIL ADDRESS: STREET 1: 50 MIDTOWN PARK CITY: MOBILE STATE: AL ZIP: 36606 SC 13G/A 1 d05985a2sc13gza.txt AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* ENVIRONMENTAL TECTONICS CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.05 PER SHARE (Title of Class of Securities) 294092 10 1 (CUSIP Number) May 5, 2003 (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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 294092 10 1 13G Page 2 of 9 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ETC ASSET MANAGEMENT, LLC (63-1280098) (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) N/A 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Alabama NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 975,520 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 6. SHARED VOTING POWER: 43,900 shares of Common Stock 7. SOLE DISPOSITIVE POWER: 975,520 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 8. SHARED DISPOSITIVE POWER: 43,900 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,019,420 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 13.4% 12. TYPE OF REPORTING PERSON OO (Limited Liability Company) CUSIP No. 294092 10 1 13G Page 3 of 9 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) T. TODD MARTIN, III (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) N/A 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 1,069,320 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 6. SHARED VOTING POWER: 48,200 7. SOLE DISPOSITIVE POWER: 1,069,320 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 8. SHARED DISPOSITIVE POWER: 48,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,117,520 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 14.7% 12. TYPE OF REPORTING PERSON IN CUSIP No. 294092 10 1 13G Page 4 of 9 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALLIED WILLIAMS COMPANIES, INC. (f/k/a Allied Bruce Terminix Companies, Inc.) (62-0639224) (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) N/A 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 26,900 shares of Common Stock 6. SHARED VOTING POWER: 992,520 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 7. SOLE DISPOSITIVE POWER: 26,900 shares of Common Stock 8. SHARED DISPOSITIVE POWER: 992,520 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,019,420 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 13.4% 12. TYPE OF REPORTING PERSON CO CUSIP No. 294092 10 1 13G Page 5 of 9 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Equity Management, LLC (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) N/A 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Alabama NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 17,000 shares of Common Stock 6. SHARED VOTING POWER: 1,002,420 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 7. SOLE DISPOSITIVE POWER: 17,000 shares of Common Stock 8. SHARED DISPOSITIVE POWER: 1,002,420 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,019,420 shares of Common Stock, of which 437,820 are receivable upon exercise of warrants. 10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 13.4% 12. TYPE OF REPORTING PERSON OO (Limited Liability Company) (1) The Reporting Persons are submitting this statement in connection with the expiration of a Voting Agreement entered into by ETC Asset Management, LLC on February 19, 2003. (2) Based on shares of the Stock outstanding as of April 29, 2003, as provided by the Company's Chief Financial Officer (7,157,239), increased by the shares to be issued under the warrants held by ETC Asset Management, LLC (437,820) for a total of 7,595,059. CUSIP No. 294092 10 1 13G Page 6 of 9 Pages ITEM 1(A) NAME OF ISSUER: Environmental Tectonics Corporation ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: County Line Industrial Park, Southampton, PA 18966 ITEM 2(A) NAME OF PERSON FILING: Pursuant to Rules 13d-1(c) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of ETC Asset Management, LLC, an Alabama limited liability company ("EAM"), Allied Williams Companies, Inc., a Delaware corporation which is the successor by merger to Allied Bruce Terminix Companies, Inc., an Arkansas corporation ("Allied"), Equity Management, LLC, an Alabama limited liability company ("EM") and T. Todd Martin, III ("Martin"). EAM, Allied, EM, and Martin are sometimes hereinafter referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing pursuant to Rule 13d-1(k)(1) under the Act; neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a "group" within the meaning of Section 13(d)(3) of the Act exists. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of all Reporting Persons is 50 Midtown Park East, Mobile, Alabama 36606 ITEM 2(C) CITIZENSHIP: EAM is an Alabama limited liability company. Allied is a Delaware corporation. EM is an Alabama limited liability company. Martin is a U.S. citizen. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.05 per share (the "Stock") ITEM 2(E) CUSIP NUMBER: 294092 10 1 ITEM 3. This statement is filed pursuant to Rule 13d-1(c). The filing person is not an entity of the type listed in Items 3(a) through 3(j) of Form 13G. ITEM 4. OWNERSHIP: Martin: (a) Because Martin is the manager of EAM, which owns 975,520 shares of the Stock, of which 437,820 are receivable upon exercise of warrants, is an officer and director of Allied, which owns 26,900 shares of the Stock, and is the owner of 14,300 shares of the Stock jointly with his spouse, and is co-trustee (with his spouse) of two trusts for his minor children owning a total of 7,000 shares of the Stock, is the individual owner of 79,800 shares of the Stock, and is manager of EM, which owns 17,000 shares of the Stock, Martin pursuant to Rule 13d-3 may be deemed to be the beneficial owner of 1,117,520 shares, (b) which constitutes in the aggregate, approximately 14.7% of the outstanding shares. CUSIP No. 294092 10 1 13G Page 7 of 9 Pages (c) In his capacity as the manager of EAM and EM and in his personal capacity, he has sole voting and dispositive power over 1,069,320 shares; and, as an officer and director of Allied and in his capacity as co-trustee and joint owner, he has shared voting and dispositive power over 48,200 shares. EAM: (a) Because EAM owns 975,520 shares of the Stock, of which 437,820 are receivable upon exercise of warrants, and partially shares common management with Allied which owns 26,900 shares of the Stock and EM, which owns 17,000 shares of the Stock, pursuant to Rule 13d-3, EAM may be deemed to be the beneficial owner of 1,019,420 shares, (b) which constitutes in the aggregate, approximately 13.4% of the outstanding shares. (c) EAM has sole voting and dispositive power over 975,520 shares, of which 437,820 are receivable upon exercise of warrants, and has shared sole voting and dispositive power over 43,900 shares. Allied: (a) Because Allied owns 26,900 shares of the Stock, and partially shares common management with EM, which owns 17,000 shares of the Stock, and EAM, which owns 975,520 shares of the Stock, of which 437,820 are receivable upon exercise of warrants, Allied, pursuant to Rule 13d-3 may be deemed to be the beneficial owner of 1,019,420 shares, (b) which constitutes in the aggregate, approximately 13.4% of the outstanding shares. (c) Allied has sole voting and dispositive power over 26,900 shares; and in consideration of partial common management and ownership, has shared voting and dispositive power over 992,520 shares of the Stock, of which 437,820 are receivable upon exercise of warrants. EM: (a) Because EM owns 17,000 shares of the Stock, and partially shares common management with Allied, which owns 26,900 shares of the Stock, and EAM, which owns 975,520 shares of the Stock, of which 437,820 are receivable upon exercise of warrants, EM, pursuant to Rule 13d-3 may be deemed to be the beneficial owner of 1,019,420 shares, (b) which constitutes in the aggregate, approximately 13.4% of the outstanding shares. (c) EM has sole voting and dispositive power over 17,000 shares; and in consideration of partial common management and ownership, has shared voting and dispositive power over 1,002,420 shares of the Stock, of which 437,820 are receivable upon exercise of warrants. ITEM 5. N/A ITEM 6. N/A. ITEM 7. N/A. ITEM 8. This Schedule 13G Statement is being jointly filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The agreement required by Rule 13d-1(k)(1)is attached hereto as Exhibit A. ITEM 9. N/A. CUSIP No. 294092 10 1 13G Page 8 of 9 Pages ITEM 10. CERTIFICATION. By signing below each party hereto certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 13, 2003 ETC Asset Management, LLC By: /s/ T. Todd Martin, III ----------------------------------------- T. Todd Martin, III As Its Manager Allied Williams Companies, Inc. (f/k/a Allied Bruce Terminix Companies, Inc.) By: /s/ T. Todd Martin, III ----------------------------------------- T. Todd Martin, III As Its Vice President Equity Management, LLC By: /s/ T. Todd Martin, III ----------------------------------------- T. Todd Martin, III As Its Manager T. Todd Martin, III (an individual) By: /s/ T. Todd Martin, III ----------------------------------------- T. Todd Martin, III CUSIP No. 294092 10 1 13G Page 9 of 9 Pages EXHIBIT A AGREEMENT TO FILE SCHEDULE 13G JOINTLY Pursuant to the requirements of Rule 13d-1(k)(1)(iii), the undersigned hereby agree that whenever one or more of them is required to file a statement containing the information required by Schedule 13G (or an amendment thereto) relating to shares of Environmental Tectonics Corporation, which Schedule 13G relates as to each of them to the same securities, they agree that only one such statement shall be filed on behalf of all such persons containing the required information with regard to each such person. Dated this 13th day of May, 2003. ETC Asset Management, LLC May 13, 2003 By: /s/ T. Todd Martin, III - ------------------- ----------------------------------------- Date T. Todd Martin, III As Its Manager Allied Williams Companies, Inc. (f/k/a Allied Bruce Terminix Companies, Inc.) May 13, 2003 By: /s/ T. Todd Martin, III - ------------------- ----------------------------------------- Date T. Todd Martin, III As Its Vice President Equity Management, LLC May 13, 2003 By: /s/ T. Todd Martin, III - ------------------- ----------------------------------------- Date T. Todd Martin, III As Its Manager T. Todd Martin, III (an individual) May 13, 2003 By: /s/ T. Todd Martin, III - ------------------- ----------------------------------------- Date T. Todd Martin, III -----END PRIVACY-ENHANCED MESSAGE-----