-----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, SHELH1t8YsD7D83crMnDFuI5q9KQdSP/jprw/A1HyHNHHIaqpk3lkRP+fx8Ls2CL Wy+mNEDPJTCIiXoS7Duvng== 0001013762-06-002416.txt : 20061204 0001013762-06-002416.hdr.sgml : 20061204 20061204162255 ACCESSION NUMBER: 0001013762-06-002416 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN WIND ENERGY CORP CENTRAL INDEX KEY: 0001271131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81701 FILM NUMBER: 061254490 MAIL ADDRESS: STREET 1: 632 FOSTER AVENUE CITY: COQUITLAM STATE: X0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Hydro International Pty Ltd. CENTRAL INDEX KEY: 0001353736 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10/474 FLINDERS STREET CITY: MELBOURNE STATE: C3 ZIP: 3000 BUSINESS PHONE: 61-3-9-615-6450 MAIL ADDRESS: STREET 1: 10/474 FLINDERS STREET CITY: MELBOURNE STATE: C3 ZIP: 3000 SC 13D/A 1 formsc13da.htm FORM SC 13D AMENDMENT NO.1 FOR PACIFIC HYDRO Form SC 13D Amendment No.1 for Pacific Hydro
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
Western Wind Energy Corp.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
95988Q
(CUSIP Number of Class of Securities)
 
Markus Ziemer
Pacific Hydro International Pty Ltd.
10/474 Flinders Street
Melbourne, Australia 3000
61-3-9615-6450
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
October 19, 2006
(Date of Event which Requires Filing Statement on Schedule 13D)
 

 



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 §§ 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 purposes 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).


(Continued on following pages)




Schedule 13D

CUSIP No. 95988Q
(1)
Name of Reporting Person
Pacific Hydro International Pty Ltd.
S.S. or I.R.S. Identification No. of Above Person
(2)
Check the Appropriate Box if a Member of a Group                         (a) ¨
 (b) ¨
(3)
SEC Use Only
(4)
Source of Funds
WC, BK
(5)
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)¨
(6)
Citizenship or Place of Organization
Victoria, Australia
Number of Shares Beneficially Owned by Each Reporting Person With
(7)
Sole Voting Power
(8)
Shared Voting Power
12,000,000 (1)
(9)
Sole Dispositive Power
(10)
Shared Dispositive Power
12,000,000 (1)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
12,000,000 (2)
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares¨
(13)
Percent of Class Represented by Amount in Row (11)
40.3% (3)
(14)
Type of Reporting Person
CO

(1) The 12,000,000 shares represent 6,000,000 common shares and 6,000,000 warrants exercisable into common shares. Pacific Hydro International Pty Ltd. (“PHIPL”) is 100% owned by Pacific Hydro Pty Ltd. (“PHL”).
(2) PHIPL directly holds the 12,000,000 common shares consisting of 6,000,000 common shares reported, and 6,000,000 warrants exercisable into common shares.
(3) The 40.3% represents the ownership percentage if the 6,000,000 warrants owned by PHIPL were exercised into common shares. The 6,000,000 outstanding common shares currently owned by PHIPL represent 25.2% of the outstanding common shares. However, PHIPL entered into an agreement with the TSX Venture Exchange whereby it undertook not to vote in excess of 19.9% of its shares.



Schedule 13D

CUSIP No. 95988Q
(1)
Name of Reporting Person
Pacific Hydro Pty Ltd.
S.S. or I.R.S. Identification No. of Above Person
(2)
Check the Appropriate Box if a Member of a Group                             (a) ¨
          (b) ¨
(3)
SEC Use Only
(4)
Source of Funds
OO
(5)
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)¨
(6)
Citizenship or Place of Organization
Victoria, Australia
Number of Shares Beneficially Owned by Each Reporting Person With
(7)
Sole Voting Power
(8)
Shared Voting Power
12,000,000 (1)
(9)
Sole Dispositive Power
(10)
Shared Dispositive Power
12,000,000 (1)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
12,000,000 (2)
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares¨
(13)
Percent of Class Represented by Amount in Row (11)
40.3% (3)
(14)
Type of Reporting Person
HC, CO

(1) The 12,000,000 shares represent 6,000,000 common shares and 6,000,000 warrants exercisable into common shares. PHIPL is 100% owned by PHL.
(2) PHIPL directly holds the 12,000,000 common shares consisting of 6,000,000 common shares reported, and 6,000,000 warrants exercisable into common shares.
(3) The 40.3% represents the ownership percentage if the 6,000,000 warrants owned by PHIPL were exercised into common shares. The 6,000,000 outstanding common shares currently owned by PHIPL represent 25.2% of the outstanding common shares. However, PHIPL entered into an agreement with the TSX Venture Exchange whereby it undertook not to vote in excess of 19.9% of its shares.


This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on March 29, 2006 (the “Statement”). Information reported in the Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Statement.

Item 4. Purpose of Transaction
 
Item 4 of the Statement is hereby amended and supplemented as follows:
 
PHIPL, a wholly owned subsidiary of PHL, has exercised its right pursuant to an exclusivity deed dated October 20, 2005 (the “Exclusivity Deed”) between PHIPL and Western Wind Energy Corp. (“WWE”), to require WWE to repurchase from PHIPL 4,333,333 units of securities each comprised of one common share and one non-transferable common share purchase warrant (“Units”) owned by PHIPL at the original subscription price of Cdn. $1.50 per Unit for a total consideration of Cdn. $6,500,000.
 
Under the Exclusivity Deed, WWE was required to appoint two directors nominated by PHIPL to its Board. At present, there are no PHIPL nominated directors on the WWE Board.
 
After taking into account the repurchase of the Units by WWE, PHIPL will own 1,666,667 common shares in the capital of WWE and 1,666,667 common share purchase warrants entitling PHIPL to acquire additional common shares in WWE.
 
The TSX Venture Exchange (the “Exchange”) approved the issuance by WWE of the Units on January 24, 2006, on the condition that PHIPL give an undertaking to the Exchange and WWE that PHIPL would not exercise its voting rights in respect of greater than 19.99% of the voting shares of WWE until the shareholders of WWE (other than PHIPL) had approved the acquisition of a greater than 20% ownership interest. WWE failed to obtain that shareholder approval at its September 25, 2006 shareholder meeting. As a result and in accordance with the Exclusivity Deed, PHIPL has exercised its right under the Exclusivity Deed to require WWE to repurchase the Units.
 
On October 31, 2006, PHIPL tendered the Units at the registered and record office of WWE, but WWE has refused to repurchase the Units. Consequently, PHIPL is seeking judgment against WWE in the amount of Cdn. $6,500,000.
 
In addition, PHIPL has brought another claim for specific performance of WWE’s obligations under an agreement pursuant to which PHIPL made a loan of U.S.$13,400,000 to WWE (the “Loan Agreement”) to fund an acquisition by WWE of PAMC Management Company (“PAMC”), whose primary assets are the Mesa Wind Farm near Palm Springs, California, a power purchase agreement with Southern California Edison Company and 450 wind turbines (the “Mesa Assets”), on the condition that, if the shareholders of WWE did not approve the issuance of certain securities to PHIPL on terms the parties had agreed to in the Loan Agreement, PHIPL would be entitled, at its option, to direct WWE to transfer either 50% of the shares of PAMC that WWE acquired with the proceeds of the loan, or 50% of the Mesa Assets to PHIPL. The shareholders of WWE did not approve the issuance of the securities on the terms the parties agreed to. In accordance with the Loan Agreement, PHIPL directed WWE to transfer 50% of the shares of PAMC which WWE acquired with the proceeds of the loan, into PHIPL’s name. WWE has refused to transfer the PAMC shares.
 

If WWE fails to repay the remaining 50% of the principal outstanding under the Loan Agreement by December 31, 2006, PHIPL is entitled to demand assignment to it, of either the remaining 50% of the Mesa Assets, or the remaining 50% of the shares of PAMC, as the case may be.
 
Except as set forth above, the Reporting Persons have no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
 
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Statement is hereby amended and supplemented as follows:
 
The description of the Exclusivity Deed in Item 4 is hereby incorporated by reference.
 
The description of the Loan Agreement in Item 4 is hereby incorporated by reference.
 
Item 7. Material to Be Filed as Exhibits
 
Exhibit 1 Joint Filing Agreement*
 
* Previously filed on March 29, 2006 with the original Statement on Schedule 13D.
 



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.
 
Dated: December 4th, 2006
 
     
 
Pacific Hydro International Pty Ltd.
 
 
 
 
 
 
  By:   /s/ Markus Ziemer
 
Markus Ziemer
  Company Secretary
 
     
  Pacific Hydro Pty Limited
 
 
 
 
 
 
  By:   /s/ Markus Ziemer
 
Markus Ziemer
  General Manager Corporate Services
 
 



ANNEX A
 
Unless otherwise indicated, the business address of the directors and executive officers of PHIPL is C/Level 10, 474 Flinders Street Melbourne, Victoria 3000 Australia and each occupation set forth opposite such person’s name refers to employment with PHIPL. Unless otherwise indicated, the business address of the directors and executive officers of PHL is C/Level 10, 474 Flinders Street Melbourne, Victoria 3000 Australia and each occupation set forth opposite such person’s name refers to employment with PHL. To the knowledge of the Reporting Persons, none of their respective directors, executive officers or trustees has been convicted in a criminal proceeding or was or is subject to a civil judgment of the type described in clauses (d) or (e) of Item 2 of the Statement. Each of the directors and officers of the Reporting Persons is a citizen of Australia.
 
Directors and Executive Officers of PHIPL

 
Name
Occupation and
Business Address
Number of Common Shares
Beneficially Owned
     
Robert Grant
Director
Nil
Kevin Holmes
Director
Nil
Markus Ziemer
Company Secretary
Nil



 
Directors and Executive Officers of PHL
 
 
Name
Occupation and
Business Address
Number of Common Shares 
Beneficially Owned
     
Robert Grant
Chief Executive Officer
Nil
Kevin Holmes
Chief Financial Officer/ Chief Operations Officer
Nil
Markus Ziemer
General Manager, Corporate Services
Nil
Bernard Wheelahan
Non Executive Director
Nil
John McInnes
Non Executive Director
Nil
Kate Spargo
Non Executive Director
Nil
Garry Weaven
Non Executive Director
Nil
Ian Court
Non Executive Director
Nil
Geoff Coffey
Non Executive Director
Nil
Damian Moloney
Non Executive Director
Nil




EXHIBIT INDEX
 

 
Exhibit 1 Joint Filing Agreement*
 

* Previously filed on March 29, 2006 with the original Statement on Schedule 13D.
 


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