Edgar Filing: ENERGY CONVERSION DEVICES INC

Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Energy Conversion Devices, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
292659109
(CUSIP Number)
ChevronTexaco Corporation
(Name of Person Filing Statement)

Lydia I. Beebe
Corporate Secretary Terry M. Kee
ChevronTexaco Corporation Pillsbury Winthrop LLP
6001 Bollinger Canyon Road 50 Fremont Street
San Ramon, California 94583 San Francisco, California 94105
Telephone: (925) 842-1000 Telephone: (415) 983-1000

(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)

December 2, 2004
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.

[ ] Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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 (the "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).

CUSIP No. 292659109

(1) Names of Reporting Persons............................. ChevronTexaco Corporation
I.R.S. Identification Nos. of above persons (entities only) ChevronTexaco Overseas Petroleum Inc.
Chevron Asiatic Limited
Texaco Inc.
TRMI Holdings Inc.

(2) Check the appropriate box if a member of a group (see
instructions).............................................. (a) [ ]
(b) [x]

(3) SEC use only...........................................

(4) Source of funds (see instructions)..................... OO

(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]

(6) Citizenship or place of organization................... ChevronTexaco Corporation: Delaware
ChevronTexaco Overseas Petroleum Inc.: Delaware
Chevron Asiatic Limited: Delaware
Texaco Inc.: Delaware
TRMI Holdings Inc.: Delaware
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power................................. 4,376,633
(8) Shared voting power............................... 0
(9) Sole dispositive power............................ 4,376,633
(10) Shared dispositive power......................... 0

(11) Aggregate amount beneficially owned by each reporting
person..................................................... 4,376,633

(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions) [ ]

(13) Percent of class represented by amount in Row (11).... 17.4 (based on the Schedule 14A filed by the Issuer
with the Securities and Exchange Commission on
October 20, 2004)

(14) Type of reporting person (see instructions)........... ChevronTexaco Corporation: CO
ChevronTexaco Overseas Petroleum Inc. : CO
Chevron Asiatic Limited: CO
Texaco Inc. : CO
TRMI Holdings Inc. : CO

CUSIP No. 292659109

TRMI Holdings Inc. ("TRMI-H"), its parent corporations Texaco Inc.
("Texaco"), Chevron Asiatic Limited ("CAL"), ChevronTexaco Overseas Petroleum
Inc. ("CTOPI") and its ultimate parent company ChevronTexaco Corporation
("ChevronTexaco") (collectively, the "Corporations") hereby further amend and
supplement the Report on Schedule 13D originally filed by Texaco on June 12,
2000, and amended by Amendment No. 1 on November 7, 2000 and Amendment No. 2 on
September 20, 2001 (the "Schedule 13D") with respect to the common stock, par
value $0.01 per share (the "Common Stock"), of Energy Conversion Devices, Inc.
(the "Issuer"). In October 2001, Texaco became a wholly owned subsidiary of
ChevronTexaco pursuant to a merger transaction. Texaco, CAL, CTOPI and
ChevronTexaco are collectively referred to herein as the "Parent Corporations."

With respect to each contract, agreement or other document referred to
herein and filed with the Securities and Exchange Commission (the "Commission")
as an exhibit to this report, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.

ITEM 2. IDENTITY AND BACKGROUND.

The response to Item 2 of the Schedule 13D is hereby amended and
supplemented as follows:

State of
Name Organization Principal Business Address

ChevronTexaco Delaware The description of ChevronTexaco's 6001 Bollinger Canyon Road
Corporation business included in its Annual Report San Ramon, California 94583
on 10-K filed with the Securities and
Exchange Commission on March 9, 2004 is
hereby incorporated by reference herein.

ChevronTexaco Delaware Holding company 6001 Bollinger Canyon Road
Overseas Petroleum San Ramon, California 94583
Inc.

Chevron Asiatic Delaware Holding company 6001 Bollinger Canyon Road
Limited San Ramon, California 94583

Texaco Inc. Delaware Holding company 6001 Bollinger Canyon Road
San Ramon, California 94583

6001 Bollinger Canyon Road
TRMI Holdings Inc. Delaware Holding company San Ramon, California 94583

Schedules I, II, III, IV and V which are attached hereto and
incorporated herein in their entirety by reference, set forth the name,
residence or business address, citizenship and certain employment information of
each of the executive officers and directors of each of the Corporations.

During the last five years, none of the Corporations and none of the
natural persons identified above (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The response to Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:

The response to Item 4 below is hereby incorporated herein by
reference.

CUSIP No. 292659109

ITEM 4. PURPOSE OF TRANSACTION.

The response to Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:

On December 2, 2004 (the "Transaction Date"), TRMI-H and certain of its
affiliates entered into a series of agreements with the Issuer and certain of
its affiliates providing for the transactions described below.

Pursuant to an Option Agreement dated as of the Transaction Date among
the Issuer, Ovonic Battery Company, Inc. ("OBC") and TRMI-H, (the "Option
Agreement"), TRMI-H has granted to OBC an option (the "Option") to purchase all
or any portion of its shares of Common Stock at a price of $4.55 per share;
provided that the Option may not be exercised to purchase fewer than 250,000
shares of Common Stock. The Option may be exercised at any time prior to
November 1, 2005 (the "Termination Date") and is transferable by OBC in
accordance with the Option Agreement. TRMI-H has agreed that until the
Termination Date, it will not transfer any shares of Common Stock except
pursuant to the Option. In the event by the Termination Date (i) the Option is
not exercised, (ii) a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), to permit TRMI-H to make a public offering of
all shares of Common Stock it holds has not been declared effective by the
Commission and (iii) TRMI-H is otherwise unable to effect an immediate public
sale of such shares of Common Stock in full without violation of any applicable
law, the Stock Purchase Agreement dated as of May 1, 2000 between TRMI-H and the
Issuer (the "Stock Purchase Agreement") shall be of no further force or effect.
In the Option Agreement, TRMI-H has requested a Stock Registration (as such term
is defined in the Stock Purchase Agreement) to facilitate exercise of the Option
or sale of the Common Stock held by TRMI-H following the Termination Date and
TRMI-H has agreed that the Issuer may delay the filing of a registration
statement pursuant to such request until May 31, 2005. The Issuer has waived its
rights under Section 4.3(f) of the Stock Purchase Agreement with respect to any
public sale of such shares. The Option Agreement further provides that if OBC
exercises the Option in full on or before May 31, 2005 TRMI-H agrees not to
acquire the Issuer's Common Stock prior to January 1, 2008 without the prior
invitation of the Issuer. A copy of the Option Agreement is filed as Exhibit 4
to this Schedule 13D and is incorporated herein by reference.

Pursuant to a Transfer, Release and Indemnity Agreement (the "TRI
Agreement") dated as of the Transaction Date among the Issuer, ChevronTexaco
Technology Ventures LLC, a wholly owned affiliate of ChevronTexaco ("CTTV"), and
Texaco Ovonic Hydrogen Systems LLC ("TOHS"), CTTV agreed to transfer its
ownership interest in TOHS to the Issuer. CTTV paid the Issuer a restructuring
payment in the amount of approximately $4.7 million concurrent with such
transaction. Pursuant to the TRI Agreement, CTTV and the Issuer have terminated
that certain Limited Liability Company Agreement of Texaco Ovonic Hydrogen
Systems LLC dated as of October 31, 2000 between CTTV and the Issuer and certain
related agreements among CTTV, the Issuer and TOHS. Pursuant to the TRI
Agreement, the Issuer and TOHS, on the one hand, and CTTV, on the other, have
agreed to mutually release one another and certain related persons from
specified losses arising out of such parties' ownership, relationship,
participation or involvement in TOHS. The Issuer and TOHS have also agreed to
jointly and severally indemnify CTTV and certain related persons against
specified losses arising out of CTTV's ownership, relationship, participation or
involvement in TOHS and any misrepresentation, omission, nonfulfillment or
breach by the Issuer or TOHS of the TRI Agreement or specified related
agreements. A copy of the TRI Agreement is filed as Exhibit 5 to this Schedule
13D and is incorporated herein by reference.

The Issuer, OBC and CTTV have agreed to a number of amendments to the
terms of the COBASYS LLC ("COBASYS") joint venture pursuant to an Amended and
Restated Operating Agreement of COBASYS LLC dated as of the Transaction Date
among OBC, the Issuer and CTTV (the "COBASYS Agreement"). Among other things,
the amendments to the COBASYS Agreement (i) clarify the obligations of the
Issuer, OBC and CTTV to provide future funding to COBASYS and the terms under
which any such future funding will be provided, (ii) provide that CTTV will have
increased voting rights on the management committee of COBASYS with respect to
certain matters at any time it has provided certain funding on behalf of the
Issuer and OBC, (iii) grant CTTV a security interest in OBC's membership
interest to secure performance of OBC's obligations under the COBASYS Agreement
and (iv) provide that the capital accounts of CTTV and OBC will be equal as of
the Transaction Date. In addition, OBC has granted COBASYS a royalty-free,
worldwide, exclusive license to certain technology owned by the Issuer and OBC
related to nickel metal hydride batteries ("ECD/OBC Technology"), which grant
extends COBASYS's preexisting license rights in ECD/OBC Technology to a number
of new fields and limits the Issuer's and OBC's rights in ECD/OBC Technology to
other specifically identified fields, such exclusive license being subject to
all preexisting agreements the Issuer and OBC have with other entities regarding
ECD/OBC Technology. COBASYS has also granted to CTTV a security interest in all
of its general intangibles and substantially all of its intellectual

CUSIP No. 292659109

property assets to secure OBC's performance of its obligations thereunder. A
copy of the COBASYS Agreement is filed as Exhibit 6 to this Schedule 13D and
incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The response to Item 5 is hereby amended and supplemented as follows:

(a) The aggregate number of shares of Common Stock of the Issuer
beneficially owned by TRMI-H is 4,376,633 shares. The shares of Common Stock of
the Issuer beneficially owned by TRMI-H represent approximately 17.4% of the
outstanding shares of the Issuer (based on the Schedule 14A filed by the Issuer
with the Securities and Exchange Commission on October 20, 2004).

None of the Parent Corporations owns any shares of the Issuer directly,
but each may be deemed to share beneficial ownership of all the shares of Common
Stock owned by TRMI-H by virtue of its direct or indirect ownership interest in
TRMI-H.

(b) Subject to its obligations under the Stock Purchase Agreement,
TRMI-H has the sole power to vote and dispose of the 4,376,633 shares of Common
Stock it directly owns.

Although TRMI-H has sole voting and dispositive rights, each of the
Parent Corporations may be deemed to share voting and dispositive power with
regard to such shares by virtue of its direct or indirect ownership interest in
TRMI-H.

(d) Rights with Respect to Dividends or Sales Proceeds: Not
applicable.

(e) Date of Cessation of Five Percent Beneficial Ownership: Not
applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

The response to Item 6 of the Schedule 13D is hereby amended and
supplemented as follows:

The description of the Option Agreement appearing above in Item 4 is
hereby incorporated by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The response to Item 7 of the Schedule 13D is hereby amended and
supplemented by adding the following exhibits:

Exhibit 4. Option Agreement dated as of December 2, 2004 among OBC, the
Issuer, and TRMI-H.

Exhibit 5. Transfer, Release and Indemnity Agreement dated as of
December 2, 2004 among the Issuer, CTTV and COBASYS.

Exhibit 6. Amended and Restated Operating Agreement of COBASYS LLC
dated as of December 2, 2004 between OBC and CTTV.

CUSIP No. 292659109

Signature

After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.

Date: December 7, 2004

CHEVRONTEXACO CORPORATION

By: /s/ WALKER C. TAYLOR
--------------------
Name: Walker C. Taylor
Title: Assistant Secretary

CHEVRONTEXACO OVERSEAS PETROLEUM INC.

By: /s/ WALKER C. TAYLOR
--------------------
Name: Walker C. Taylor
Title: Assistant Secretary

CHEVRON ASIATIC LIMITED

By: /s/ WALKER C. TAYLOR
--------------------
Name: Walker C. Taylor
Title: Vice President and Secretary

TEXACO INC.

By: /s/ WALKER C. TAYLOR
--------------------
Name: Walker C. Taylor
Title: Assistant Secretary

TRMI HOLDINGS INC.

By: /s/ WALKER C. TAYLOR
--------------------
Name: Walker C. Taylor
Title: Vice President

CUSIP No. 292659109

Schedule I

The following table sets forth the name, residence or business address,
citizenship, present principal occupation or employment, and the name, principal
business and address of any corporation in which such employment is conducted,
of each executive officer and director of ChevronTexaco Corporation
("ChevronTexaco").

Employment Information
------------------------------------------------------------------------------
Name Citizenship Occupation Business Address Business of Employer
---------------- ------------- ------------------------ --------------------------- --------------------

S.H. Armacost U.S. Chairman, SRI 6001 Bollinger Canyon Road, Consulting
International San Ramon, California 94583

J.E. Bethancourt U.S. Executive Vice 6001 Bollinger Canyon Road, See Item 2
President, ChevronTexaco San Ramon, California 94583

R.E. Denham U.S. Partner, Munger, Tolles 6001 Bollinger Canyon Road, Law
& Olson, LLP San Ramon, California 94583

R.J. Eaton U.S. Former Chairman of the 6001 Bollinger Canyon Road, Not applicable
Board of Management of San Ramon, California 94583
DaimlerChrysler AG

S. Ginn U.S. Private Investor, Former 6001 Bollinger Canyon Road, Not applicable
Chairman of Vodafone San Ramon, California 94583

C.A. Hills U.S. Chairman and C.E.O. of 6001 Bollinger Canyon Road, Consulting
Hills & Company San Ramon, California 94583
International Consultants

C.A. James U.S. Vice President and 6001 Bollinger Canyon Road, See Item 2
General Counsel, San Ramon, California 94583
ChevronTexaco

F.G. Jenifer U.S. President, University of 6001 Bollinger Canyon Road, Education
Texas at Dallas San Ramon, California 94583

J.B. Johnston U.S. Chief Executive Officer, 6001 Bollinger Canyon Road, Consulting
Johnston & Associates San Ramon, California 94583

G.L. Kirkland U.S. Vice President, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

W.S.H. Laidlaw U.K. Executive Vice 6001 Bollinger Canyon Road, See Item 2
President, ChevronTexaco San Ramon, California 94583

S. Nunn U.S. Co-Chairman and Chief 6001 Bollinger Canyon Road, Charitable
Executive Officer of the San Ramon, California 94583 organization
Nuclear Threat Initiative

D.J. O'Reilly U.S. Chairman of the Board 6001 Bollinger Canyon Road, See Item 2
and Chief Executive San Ramon, California 94583
Officer of ChevronTexaco

P.J. Robertson U.K. Vice-Chairman of the 6001 Bollinger Canyon Road, See Item 2
Board of ChevronTexaco San Ramon, California 94583

C.R. Shoemate U.S. Retired Chairman, 6001 Bollinger Canyon Road, Food products
President and Chief San Ramon, California 94583
Executive Officer of
Bestfoods

C. Ware U.S. Senior Advisor to the 6001 Bollinger Canyon Road, Beverages
CEO of The Coca-Cola San Ramon, California 94583
Company

J.S. Watson U.S. Vice President and Chief 6001 Bollinger Canyon Road, See Item 2
Financial Officer, San Ramon, California 94583
ChevronTexaco

R.I. Wilcox U.S. Vice President of 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

P.A. Woertz U.S. Executive Vice 6001 Bollinger Canyon Road, See Item 2
President, ChevronTexaco San Ramon, California 94583

CUSIP No. 292659109

Schedule II

L.I. Beebe U.S. Corporate Secretary, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

G.L. Kirkland U.S. Vice President, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

D.M. Krattebol U.S. Vice President and 6001 Bollinger Canyon Road, See Item 2
Treasurer, ChevronTexaco San Ramon, California 94583

J.S. Watson U.S. Vice President and Chief 6001 Bollinger Canyon Road, See Item 2
Financial Officer, San Ramon, California 94583
ChevronTexaco

CUSIP No. 292659109

Schedule III

L.I. Beebe U.S. Corporate Secretary 6001 Bollinger Canyon Road, See Item 2
San Ramon, California 94583

G.L. Kirkland U.S. Vice President, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

B.J. Koc U.S. Vice President, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco Overseas San Ramon, California 94583
Petroleum Inc.

E.B. Scott U.S. Vice President and 6001 Bollinger Canyon Road, See Item 2
General Counsel, San Ramon, California 94583
ChevronTexaco Overseas
Petroleum Inc.

J.S. Watson U.S. Vice President and Chief 6001 Bollinger Canyon Road, See Item 2
Financial Officer, San Ramon, California 94583
ChevronTexaco

CUSIP No. 292659109

Schedule IV

K.C. Schafer U.S. Manager, Subsidiary 6001 Bollinger Canyon Road, See Item 2
Governance, ChevronTexaco San Ramon, California 94583

F.G. Soler U.S. Subsidiary Governance 6001 Bollinger Canyon Road, See Item 2
Liaison, ChevronTexaco San Ramon, California 94583

W.C. Taylor U.S. Assistant Secretary, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

J.E. Bethancourt U.S. Executive Vice President, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

D.M. Krattebol U.S. Vice President and 6001 Bollinger Canyon Road, See Item 2
Treasurer, ChevronTexaco San Ramon, California 94583

CUSIP No. 292659109

Schedule V

K.C. Schafer U.S. Manager, Subsidiary 6001 Bollinger Canyon Road, See Item 2
Governance, ChevronTexaco San Ramon, California 94583

F.G. Soler U.S. Subsidiary Governance 6001 Bollinger Canyon Road, See Item 2
Liaison, ChevronTexaco San Ramon, California 94583

W.C. Taylor U.S. Assistant Secretary, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583

H.B. Sheppard U.S. Assistant Treasurer, 6001 Bollinger Canyon Road, See Item 2
ChevronTexaco San Ramon, California 94583