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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).
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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
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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
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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.
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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
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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.
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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
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