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