CUSIP No. 294092 10 1 13G Page 1 of 9 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ENVIRONMENTAL TECTONICS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
294092 10 1
(CUSIP Number)
December 31, 2002
(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)
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: 832,820 shares of Common Stock, of which
332,820 are receivable upon exercise
of a warrant.
6. SHARED VOTING POWER: 43,900 shares of Common Stock
7. SOLE DISPOSITIVE POWER: 832,820 shares of Common Stock, of which
332,820 are receivable upon exercise of
a warrant.
8. SHARED DISPOSITIVE POWER: 43,900 shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
876,720 shares of Common Stock, of which 332,820 are receivable
upon exercise of a warrant.
10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1)
11.7%
12. TYPE OF REPORTING PERSON
OO (Limited Liability Company)
(1) Based on shares of the Stock outstanding as of January 6, 2003, as reported
in the Company's Form 10-Q for the quarterly period ended November 22, 2002
(7,153,428), increased by the shares to be issued under the warrant held by ETC
Asset Management, LLC (332,820) for a total of 7,486,248.
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
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: 920,520 shares of Common Stock, of which
332,820 are receivable upon exercise of a
warrant.
6. SHARED VOTING POWER: 48,200
7. SOLE DISPOSITIVE POWER: 920,520 shares of Common Stock, of which
332,820 are receivable upon exercise of a
warrant.
8. SHARED DISPOSITIVE POWER: 48,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
968,720 shares of Common Stock, of which 332,820 are receivable
upon exercise of a warrant.
10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1)
12.9%
12. TYPE OF REPORTING PERSON
IN
(1) Based on shares of the Stock outstanding as of January 6, 2003, as reported
in the Company's Form 10-Q for the quarterly period ended November 22, 2002
(7,153,428), increased by the shares to be issued under the warrant held by ETC
Asset Management, LLC (332,820) for a total of 7,486,248.
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)
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: 849,820 shares of Common Stock, of which
332,820 are receivable upon exercise
of a warrant.
7. SOLE DISPOSITIVE POWER: 26,900 shares of Common Stock
8. SHARED DISPOSITIVE POWER: 849,820 shares of Common Stock, of which
332,820 are receivable upon exercise
Of a warrant.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
876,720 shares of Common Stock
10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1)
11.7%
12. TYPE OF REPORTING PERSON
CO
(1) Based on shares of the Stock outstanding as of January 6, 2003, as reported
in the Company's Form 10-Q for the quarterly period ended November 22, 2002
(7,153,428), increased by the shares to be issued under the warrant held by ETC
Asset Management, LLC (332,820) for a total of 7,486,248.
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
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: 859,720 shares of Common Stock, of which
332,820 are receivable upon exercise
of a warrant.
7. SOLE DISPOSITIVE POWER: 17,000 shares of Common Stock
8. SHARED DISPOSITIVE POWER: 859,820 shares of Common Stock, of which
332,820 are receivable upon exercise
of a warrant.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
876,720 shares of Common Stock
10. CHECK BOX IF AGGREGATE AMOUNT IN BOX (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1)
11.7%
12. TYPE OF REPORTING PERSON
OO (Limited Liability Company)
(1) Based on shares of the Stock outstanding as of January 6, 2003, as reported
in the Company's Form 10-Q for the quarterly period ended November 22, 2002
(7,153,428), increased by the shares to be issued under the warrant held by ETC
Asset Management, LLC (332,820) for a total of 7,486,248.
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
832,820 shares of the Stock, of which 332,820 are receivable upon
exercise of a warrant, 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
61,500 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 968,720 shares,
(b) which constitutes in the aggregate, approximately 12.9% 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
920,520 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 832,820 shares of the Stock, of which
332,820 are receivable upon exercise of a warrant, 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
876,720 shares,
(b) which constitutes in the aggregate, approximately 11.7% of
the outstanding shares.
(c) EAM has sole voting and dispositive power over 832,820
shares, of which 332,820 are receivable upon exercise of a
warrant, 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 832,820 shares of the
Stock, of which 332,820 are receivable upon exercise of a
warrant, Allied, pursuant to Rule 13d-3 may be deemed to be the
beneficial owner of 876,720 shares,
(b) which constitutes in the aggregate, approximately 11.7% 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 849,820
shares of the Stock, of which 332,820 are receivable upon
exercise of a warrant.
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 832,820 shares of the Stock, of
which 332,820 are receivable upon exercise of a warrant, EM,
pursuant to Rule 13d-3 may be deemed to be the beneficial owner
of 876,720 shares,
(b) which constitutes in the aggregate, approximately 11.7% 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 859,720 shares of
the Stock, of which 332,820 are receivable upon exercise of a
warrant.
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)which does not constitute a group. The agreement
required by Rule 13d-1(k)(1)is attached hereto as Exhibit A.
ITEM 9. N/A.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my 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
CUSIP No. 294092 10 1 13G Page 8 of 9 Pages
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 my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 6, 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 6th day of February, 2003.
ETC Asset Management, LLC
February 6, 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.)
February 6, 2003 By: /s/ T. Todd Martin, III
---------------- ------------------------------------------
Date T. Todd Martin, III
As Its Vice President
Equity Management, LLC
February 6, 2003 By: /s/ T. Todd Martin, III
---------------- ------------------------------------------
Date T. Todd Martin, III
As Its Manager
T. Todd Martin, III
(an individual)
February 6, 2003 By: /s/ T. Todd Martin, III
---------------- ------------------------------------------
Date T. Todd Martin, III