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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GEV CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
361591100
(CUSIP Number)
Donald J. Donahue
99 Indian Field Road
Greenwich, Connecticut
06830
(203) 869-4111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 1994
(Date of Event which Requires Filing 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 [ ].
Check the following box if a fee is being paid with this statement [x].
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SCHEDULE 13D
CUSIP No. 361591100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald J. Donahue
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
827,666
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 827,666
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
827,666
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
of GEV Corporation (the "Company"). The principal executive offices of the
Company are located at 191 Mason Street, Greenwich, Connecticut 06830.
Item 2. Identity and Background
(a) The Statement is being filed by Donald J. Donahue.
(b) The business address of Mr. Donahue is 99 Indian Field Road,
Greenwich, Connecticut 06830.
(c) Mr. Donahue's principal occupation is Chairman of the Board of
Magma Copper Company, a copper mining company, the principal executive offices
of which are located at 7400 North Oracle Road, Suite 200, Tuscon, Arizona
85704.
(d) Mr. Donahue has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) At no time during the last five years was Mr. Donahue 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.
(f) Mr. Donahue is a U.S. citizen.
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Item 3. Sources and Amounts of Funds or Other Consideration
Mr. Donahue used his personal funds to purchase from the Company the
shares of Class A Common Stock which are the subject of the Statement.
Item 4. Purpose of Transaction
Mr. Donahue acquired the shares of Class A Common Stock for
investment purposes. Mr. Donahue does not have any present plans or proposals
that relate to or would result in any of the actions required to be described
in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Mr. Donahue beneficially owns the 827,666 shares of Class A
Common Stock that he holds. Such shares of Class A Common Stock represent
5.5% of the 15,073,996 issued and outstanding shares of Class A Common Stock.
(b) Mr. Donahue has the sole power to vote or direct the vote of,
and to dispose or direct the disposition of, 827,666 shares of Class A Common
Stock.
(c) On February 18, 1994, the Company circulated a Private Placement
Memorandum offering a minimum of 4,000,000 shares and up to a maximum of
8,000,000 shares of Class A Common Stock. The shares were offered only to
accredited investors, as defined in the rules of the Securities Act of 1933,
as amended, at a price per share of $.25. The offering terminated on February
28, 1994. A minimum purchase of 15,000 shares was required.
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Mr. Donahue subscribed for 700,000 shares of Class A Common Stock
from the Company in the private placement at the price per share of $.25 and
tendered the full purchase price for the shares to the Company on March 19,
1994. Through the private placement, the Company sold an aggregate of
4,410,000 shares of Class A Common Stock for approximately $1,000,000 in net
proceeds. Mr. Donahue received 10,666 shares of Class A Common Stock from the
Company on March 10, 1994 pursuant to the Company's 1993 Non-Employee Director
Stock Plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
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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.
May 3, 1994
/s/ Donald J. Donahue
