<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Superconductor Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
030111108
--------------------------------
(CUSIP Number)
George W. Lloyd, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 29, 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: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See (S)240.13d-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 ("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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.D.F. Capital Investissement, S.A.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,100,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,100,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,100,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.65%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $.01 par value
per share (the "Common Stock"), of American Superconductor Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at Two Technology Drive, Westborough, MA 01581.
Item 2. Identity and Background
(i) This statement is being filed by E.D.F. Capitae Investissement, S.A.,
a corporation organized under the laws of France ("ECI"). ECI is a wholly-owned
subsidiary of Electricite de France, S.A., a corporation organized under the
laws of France ("EDF").
(ii) The address of the principal office and principal business of ECI is
50 rue de Monceau 75008, Paris, France. The address of the principal office and
principal business of EDF is 2 rue Louis Murat, Paris, France 75383.
(iii) EDF is a large French electric utility corporation and is
principally engaged in the production and distribution of electricity in France.
ECI is a holding company for investing in companies developing new applications
and technology of relevance to the electricity industry.
(iv) Set forth in Schedule I and Schedule II is the name and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of ECI and EDF, respectively, as
of the date hereof.
(v) During the past five years, none of ECI, EDF, and, to the best
knowledge of ECI and EDF, any person named in Schedule I to this Schedule 13D
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(vi) During the past five years, none of ECI, EDF, and, to the best
knowledge of ECI and EDF, any person named in Schedules I and II to this
Schedule 13D, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to Federal or state securities laws or
finding any violation with respect to such laws.
(vii) All of the directors and executive officers of ECI named in Schedule
I are citizens of France and all of the directors and executive officers of EDF
named in Schedule II are citizens of France.
Item 3. Source and Amount of Funds or Other Consideration
On April 1, 1997, the Issuer and CHARTH (Compagnie Holding d'Applications
et de Realisations Thermiques et Hydrauliques) S.A., a wholly-owned subsidiary
of EDF, entered into a Strategic Alliance Agreement (the "Strategic Alliance
Agreement"), pursuant to which CHARTH agreed to make an equity investment of
$10,000,000 in the Issuer in return for 1,000,000 shares of Common Stock. The
purchase price for this investment was paid out of the available cash of CHARTH.
CHARTH transferred the shares to ECI for no consideration on September 10, 1999.
ECI has assumed all of the rights and obligations of CHARTH under the Strategic
Alliance Agreement pursuant to Amendment No. 1 to the Strategic Alliance
Agreement dated as of September 10, 1999.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 4 OF 9 PAGES
- ----------------------- ---------------------
Item 4. Purpose of Transaction
As described more fully in Item 3 above, this statement relates to the
1,000,000 shares of Common Stock transferred from CHARTH to ECI, in addition to
the additional 100,000 shares of Common Stock purchased by ECI previously on the
open market. Pursuant to the Strategic Alliance Agreement, as amended, the
Issuer agreed to increase the number of members of the Issuer's Board of
Directors by one, and an individual designated by ECI was elected to serve on
the Board. An advisory board has been established, which is comprised of three
members from each of the Issuer and ECI, to exchange information regarding the
electricity market.
Pursuant to the Strategic Alliance Agreement, as amended, ECI has been
granted certain registration rights relating to the Common Stock held by ECI. In
addition, ECI has agreed not to acquire, directly or indirectly any voting
securities, if after such acquisition, ECI would own of record or beneficially
in the aggregate more than 12% of the voting securities of the Issuer on a fully
diluted basis. The shares of Common Stock acquired by ECI have been acquired for
the purpose of making an investment in the Issuer and not with the present
intention of acquiring control of the Issuer's business.
ECI intends from time to time to review its investment in the Issuer on the
basis of various factors, including the Issuer's business, financial condition,
results of operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Issuer's securities in
particular, as well as other developments and other investment opportunities.
Based upon such review, ECI will take such actions in the future as ECI may deem
appropriate in light of the circumstances existing from time to time. If ECI
believes that further investment in the Issuer is attractive, whether because of
the market price of the Issuer's securities or otherwise, they may acquire
shares of Common Stock or other securities of the Issuer either in the open
market or in privately-negotiated transactions. Similarly, depending on market
and other factors, ECI may determine to dispose of some or all of the Common
Stock currently owned by ECI or otherwise acquired by ECI either in the open
market or in privately negotiated transactions.
Except as stated above, ECI, EDF and all those listed on Schedules I and II
have no present plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 5 OF 9 PAGES
- ----------------------- ---------------------
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Amount Beneficially Owned:
ECI beneficially owns 1,100,000 shares of Common Stock.
Percent of Class:
Based on shares outstanding as of June 30, 1999, ECI owns 7.65%
of the outstanding Common Stock.
(b) Number of shares as to which ECI has:
(i) sole power to vote or direct the vote: 1,100,000 shares
(ii) shared power to vote or direct the vote: Not applicable.
(iii) sole power to dispose or to direct the disposition of:
1,100,000 shares
(iv) shared power to dispose or to direct the disposition of: Not
applicable.
(c) Except as set forth in Item 3 herein, none of ECI, EDF, and, to the
best knowledge of ECI and EDF, any person named in Schedules I and II, has
effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Except as described in Item 4 above, to ECI and EDF's knowledge, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 6 OF 9 PAGES
- ----------------------- ---------------------
Item 7. Material to Be Filed as Exhibits
Exhibit 1 The Strategic Alliance Agreement dated April 1, 1997 between the
---------
Issuer and CHARTH is incorporated by reference to the Exhibits to the Issuer's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
June 30, 1997.
Exhibit 2 Amendment No.1 to the Strategic Alliance Agreement dated as of
---------
September 10, 1999, by and among the Issuer, CHARTH and ECI.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 7 OF 9 PAGES
- ----------------------- ---------------------
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
current.
Date: September 16, 1999
E.D.F. CAPITAL INVESTISSEMENT, S.A.
By: /s/ Jean-Phillipe Larramendy
-------------------------------------
Name: Jean-Phillipe Larramendy
Title: President
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 8 OF 9 PAGES
- ----------------------- ---------------------
SCHEDULE I
----------
Executive Officers and Directors
of
E.D.F. Capital Investissement, S.A
<TABLE>
<CAPTION>
Name and Address of Corporation
Principal Occupation or Other Organization in Which
Name or Employment Employed
- ----------------------------- ----------------------- -----------------------------------
<S> <C> <C>
Jacques Chauvin Chairman Electricite de France
Jean-Philippe Larramendy President Tocqueville International
Jean-Louis Joliot Director Electricite de France
Vincent de Rivaz Director Electricite de France
Alain Genel Director Electricite de France
Philippe Roblique Director Electricite de France
Alain Sarrazin Director Electricite de France
Jean-Pierre Benque Director Electricite de France
</TABLE>
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 030111108 PAGE 9 OF 9 PAGES
- ----------------------- ---------------------
SCHEDULE II
-----------
Conseil D'Administration
of
Electricite de France, S.A.
<TABLE>
<CAPTION>
Name and Address of Corporation
Principal Occupation or Other Organization in Which
Name or Employment Employed
- ------------------------------- ----------------------- -------------------------------------
<S> <C> <C>
Francois Roussely President Electricite de France
Francois Ailleret Administrator Electricite de France
Andre Aurengo Administrator Lat Pitie Salpetriere
Christophe Blanchard Dignac Administrator Ministere de l'Economie, des
Finances et de l'Industrie
Jean-Pierre Cremona Administrator Electricite de France
Jean-Michel Charpin Administrator Commissariat au Plan
Yannick d'Escatha Administrator Commissariat a l'Energie Atomique
Daniel Foundoulis Administrator Conseil National de la Consommation
Jean Gaubert Administrator Depute
Nicolas Jachiet Administrator Ministere de l'Economie, des
Finances et de l'Industrie
Jean-Marc Mauchaufee Administrator Electricite de France
Alain Martin Administrator Electricite de France
Yvon Montane Administrator Depute
Louis Schweitzer Administrator Renault
Robert Pantaloni Administrator Electricite de France
Marie-Catherine Polo Administrator Electricite de France
Christine Saincy Administrator Electricite de France
Jean-Francois Stoll Administrator Ministere de l'Economie, des
Finances et de l'Industrie
</TABLE>
<PAGE>
AMENDMENT NO. 1 TO STRATEGIC ALLIANCE AGREEMENT
-----------------------------------------------
This AMENDMENT NO. 1 TO STRATEGIC ALLIANCE AGREEMENT (the "Amendment") is
entered into as of September 16, 1999 between American Superconductor
Corporation, a Delaware corporation ("ASC"), CHARTH (Compagnie Holding
d'Applications et de Realisations Thermiques et Hydrauliques) S.A. ("CHARTH"), a
French corporation and a wholly-owned subsidiary of Electricite de France
("EDF"), and E.D.F. Capital Investissement, S.A. ("ECI"), a French corporation
and a wholly-owned subsidiary of EDF.
WHEREAS, pursuant to the terms of the Strategic Alliance Agreement (the
"Strategic Alliance Agreement"), dated April 1, 1997, between ASC and CHARTH,
ASC issued to CHARTH 1,000,000 shares (the "Shares") of Common Stock, par value
$.01 per share ("Common Stock");
WHEREAS, CHARTH desires to transfer all of its interests in the Shares to
ECI for no consideration;
WHEREAS, the parties wish to provide for the assignment by CHARTH of all of
its rights and obligations under the Strategic Alliance Agreement to ECI and for
the assumption by ECI of all of CHARTH's rights and obligations under the
Strategic Alliance Agreement; and
WHEREAS, the parties desire to amend the Strategic Alliance Agreement in
the manner set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual obligations
and undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto hereby agree as follows:
1. Transfer of Shares.
------------------
To take effect upon the delivery to ECI of the certificate representing
the Shares (Certificate No. 2427) duly endorsed in blank, or
accompanied by a stock power duly endorsed in blank, CHARTH does hereby
assign and transfer to ECI, and ECI hereby accepts, all of CHARTH's
right, title and interest to the Shares.
<PAGE>
2. Assignment and Assumption.
-------------------------
To take effect upon delivery of the certificate representing the Shares
pursuant to Section 1 hereof, CHARTH does hereby assign and transfer to
ECI, and ECI does hereby accept and assume, all of CHARTH's rights and
obligations under the Strategic Alliance Agreement. ECI hereby agrees
to discharge all of CHARTH's obligations under the Strategic Alliance
Agreement.
3. Amendment.
---------
The third paragraph of Section 13 of the Strategic Alliance Agreement
shall be amended in its entirety to read as follows:
"If to the Purchasers, at 50 rue de Montceau 75008 Paris, France,
Attn: President, or at such other address or addresses as may have been
furnished to the Company in writing by the Purchaser, with a copy to
Purchaser's designee on the board at the following address: Electricite
de France, 1 Avenue du General de Gaulle, Clamart 92140 France."
4. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CHARTH (COMPAGNIE HOLDING D'APPLICATIONS ET
DE REALISATIONS THERMIQUES ET HYDRAULIQUES)
S.A.
/s/ Alain Bertay
-------------------------------------------
By: Alain Bertay
Title: Chief Executive Officer
E.D.F. CAPITAL INVESTISSEMENT, S.A.
/s/ Jacques Chavin
-------------------------------------------
By: Jacques Chavin
Title: President
AMERICAN SUPERCONDUCTOR CORPORATION
/s/ Greg Yurek
-------------------------------------------
By: Greg Yurak
Title: President
-3-
