-----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, U/HCJoP4VjerRKGI1eD6lPPffQfGECVxzIGT6ArxxY24lrIkbzh1UibKzTSYbEhS s43Lp60d/BzPtmOuvqRyiw== /in/edgar/work/20000606/0001116044-00-000001/0001116044-00-000001.txt : 20000919 0001116044-00-000001.hdr.sgml : 20000919 ACCESSION NUMBER: 0001116044-00-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUELCELL ENERGY INC CENTRAL INDEX KEY: 0000886128 STANDARD INDUSTRIAL CLASSIFICATION: [3690 ] IRS NUMBER: 060853042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42494 FILM NUMBER: 649682 BUSINESS ADDRESS: STREET 1: 3 GREAT PASTURE RD CITY: DANBURY STATE: CT ZIP: 06813 BUSINESS PHONE: 2038256000 MAIL ADDRESS: STREET 1: 3 GREAT PASTURE ROAD CITY: DANBURY STATE: CT ZIP: 06813 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY RESEARCH CORP /NY/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB INVESTORS CO LXXV CENTRAL INDEX KEY: 0001116044 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124837048 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D/A 1 0001.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2*) FuelCell Energy, Inc. (Formerly Energy Research Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 35952H106-000 (CUSIP Number) Vicki Z. Holleman c/o Loeb Partners Corporation 61 Broadway New York, NY 10006 (212) 483-7047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 15, 1999 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 ("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.: 35952H106-000 1. NAME OF REPORTING PERSON: Loeb Investors Co. LXXV S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 468, 200 Shares of Common Stock 8. SHARED VOTING POWER: -------- 9. SOLE DISPOSITIVE POWER: 468,200 Shares of Common Stock 10. SHARED DISPOSITIVE POWER: --------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 468,200 Shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.1% 14. TYPE OF REPORTING PERSON: PN CUSIP No.: 35952H106-000 1. NAME OF REPORTING PERSON: Warren D. Bagatelle S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 189,900 Shares of Common Stock 8. SHARED VOTING POWER: 468,200 Shares of Common Stock 9. SOLE DISPOSITIVE POWER: 189,900 Shares of Common Stock 10. SHARED DISPOSITIVE POWER: 468,200 Shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 658,100 Shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6% 14. TYPE OF REPORTING PERSON: IN Portions of this statement are restated in accordance with rules related to Edgar filings. Item 1. Security and Issuer. This statement relates to the Common Shares ("Common Shares") of FuelCell Energy, Inc. (formerly Energy research Corporation), 3 Great Pasture Road, Danbury, CT., 06813. Jerry Leitman is the Chief Executive Officer. Item 2. Identity and Background. This statement is filed by the following shareholders of the Issuer: Shareholder Common Shares Held % of Outstanding* - ----------- ------------------ ---------------- Loeb Investors Co. LXXV 468,200 6.1% Warren Bagatelle 189,900 2.5% - ------------------- * On the basis of 7,678,757 shares outstanding, after giving effect to the public offering of 1,300,000 shares in April, 2000, as stated in the Prospectus dated April 13, 2000. Loeb Investors Co. LXXV is a New York investment partnership with an address at 61 Broadway, New York, New York 10006. Thomas L. Kempner is its managing partner. Mr. Kempner is majority stockholder of Loeb Holding Corporation, the parent company of Loeb Partners Corporation. Loeb Partners Corporation is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is President and a director and Chief Executive Officer of Loeb Holding Corporation, and of Loeb Partners Corporation. He is a director of the Issuer. Warren D. Bagatelle is a Managing Director of Loeb Partners Corporation and a director of the Issuer. All of the individuals named are United States citizens. None of the individuals named, have, within the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting 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 Personal, trust or partnership funds as applicable, were used for the acquisition of the shares whose holdings are reflected in Item 2. Item 4. Purpose of Transaction The shares, the ownership of which is reported hereby, were acquired for investment purposes. The reporting persons reserve the right to acquire additional shares, or to dispose of some or all of their shares, or to dispose of some or all of their shares, in accordance with applicable regulations. They may from time to time discuss with members of the issuer's management various ideas with a view to enhancing the value of the shares, but the reporting persons are not presently aware of any plans or proposals required to be described in answer to this Item 4. Item 5. Interest in Securities of the Issuer (a) and (b). Reference is made to the answer in Item 2 above. (c) The saleslisted in Exhibit 1 hereto were made by the reporting persons in 1999 and 2000. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to - ------ ----------------------------------------------------------------------- Securities of the Issuer. ------------------------ No change. Item 7. Material Filed as Exhibits. - ------ -------------------------- Reference made to Exhibits 1 and 2 attached hereto. 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: June 5, 2000 Loeb Investors Co. LXXV By:_____________________________ Thomas L. Kempner Managing Partner By:_____________________________ Warren D. Bagatelle EXHIBIT 1 Date No. of Shares Price Seller - ---- -------------- ----- ------ 04/16/99 7,500 $13 1/8 LIC LXXV 04/22/99 3,750 13.5875 LIC LXXV 04/22/99 2,500 13 1/8 W. Bagatelle 04/27/99 1,250 13.5875 W. Bagatelle 06/29/99 23,250 13.00 LIC LXXV 07/12/99 750 17.7289 LIC LXXV 07/12/99 250 17 15/16 W. Bagatelle 07/13/99 2,250 17.6000 LIC LXXV 07/13/99 750 17.6000 W. Bagatelle 07/15/99 2,625 18.5288 LIC LXXV 07/16/99 875 18.5288 W. Bagatelle 07/19/99 5,625 19.1567 LIC LXXV 07/19/99 1,875 19.1567 W. Bagatelle 07/20/99 3,000 18 5/8 LIC LXXV 07/20/99 1,000 18 5/8 W. Bagatelle 10/04/99 900 30.2708 LIC LXXV 10/04/99 300 30.2708 W. Bagatelle 11/04/99 5,625 19.18 LIC LXXV 11/04/99 1,250 19.18 W. Bagatelle 11/05/99 1,125 20.55 LIC LXXV 11/05/99 250 20.55 W. Bagatelle 11/08/99 3,150 21.51 LIC LXXV 11/08/99 750 21.51 W. Bagatelle 11/17/99 2,250 24.5229 LIC LXXV 11/17/99 750 24.5229 W. Bagatelle 11/18/99 4,500 24 LIC LXXV 11/18/99 1,500 24 W. Bagatelle 12/30/99 4,500 25 LIC LXXV 12/30/99 1,875 25 W. Bagatelle 1/10/00 3,750 34 LIC LXXV 1/10/00 1,250 34 W. Bagatelle 1/11/00 3,750 31 3/4 LIC LXXV 1/11/00 1,250 31 3/4 W. Bagatelle 1/19/00 1,800 35.7780 LIC LXXV 1/19/00 10,000 35 1/2 LIC LXXV 1/19/00 5,000 37 LIC LXXV 1/20/00 5,000 41 LIC LXXV 02/01/00 5,000 41 LIC LXXV 02/02/00 600 44 1/2 LIC LXXV 02/02/00 300 44 1/2 W. Bagatelle 02/03/00 5,100 45.97890 LIC LXXV 02/03/00 2,000 45.97890 W. Bagatelle 02/04/00 5,200 51.65970 LIC LXXV 02/04/00 2,000 51.65970 W. Bagatelle Note: On November 16, 1999, the Issuer paid a stock dividend of one additional share for every two shares held. Note: Sales by Loeb Investors Co. LXXV were for the benefit of certain of its partners. A list of the current partners of Loeb Investors Co. LXXV is contained in Exhibit 2. EXHIBIT 2 PARTNERS OF LOEB INVESTORS CO. LXXV John A. Levin & Jerome A. Manning, Ttes. U/W Carl M. Loeb F/B/O Deborah L. Brice John A. Levin, Jerome A. Manning & Deborah L. Brice, Ttes. U/W Frances L. Loeb, F/B/O Deborah L. Brice S&S&L Investment Partners Thomas L. Kempner & William A. Perlmuth, Ttes. U/W Carl M. Loeb F/B/O Alan H. Kempner, Jr. Thomas L. Kempner & William A. Perlmuth, Ttes. U/ W Carl M. Loeb F/B/O Thomas L. Kempner John A. Levin, Jerome A. Manning & John L. Loeb, Jr., Ttes. U/W Frances L. Loeb, F/B/O John L. Loeb, Jr. John A. Levin, Jerome A. Manning & Judith L. Chiara, Ttes. U/W Frances L. Loeb, F/B/O Judith L. Chiara John A. Levin, Jerome A. Manning & Ann L. Bronfman, Ttes. U/W Frances L. Loeb, F/B/O Ann L. Bronfman John A. Levin, Jerome A. Manning & Arthur L. Loeb, Ttes. U/W Frances L. Loeb F/B/O Arthur L. Loeb Jean L. Troubh, Elisabeth L. Levin & Jerome A. Manning, Ttes. U/I 10/11/63, Henry A. Loeb, Grantor Loeb Holding Corporation Warren D. Bagatelle Michael C. Kempner Carl L. Kempner, Jr. Kathryn Poteat Margaret A. Kempner -----END PRIVACY-ENHANCED MESSAGE-----