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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
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)
October 16, 2000
(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:
503,700 Shares of Common Stock
8. SHARED VOTING POWER:
--------
9. SOLE DISPOSITIVE POWER:
503,700 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
---------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
503,700 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):
3.3%
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:
359,800 Shares of Common Stock
8. SHARED VOTING POWER:
503,700 Shares of Common Stock
9. SOLE DISPOSITIVE POWER:
359,800 Shares of Common Stock
10. SHARED DISPOSITIVE POWER:
503,700 Shares of Common Stock
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
863,500 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):
5.6%
14. TYPE OF REPORTING PERSON:
IN
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Item 1. Security and Issuer.
No change.
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 510,700 3.3%
Warren Bagatelle 359,800 2.3%
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* On the basis of 15,369,462 shares outstanding as of 7/31/00.
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
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
(a) and (b). Reference is made to the answer in Item 2 above.
(c) The reporting persons have made the following sales pursuant to Rule 144
since the Amendment to Schedule 13D dated May 25, 2000.
Loeb Investors Co. LXXV sold 400,000 shares between October 13 and October 26,
2000 at an average price of $83.1637.
Warren D. Bagatelle sold 20,000 shares between October 13, and October 27, 2000
at an average price of $85.0893.
(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.
Exhibits 1 and 2 filed previously.
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: October 30, 2000
Loeb Investors Co. LXXV
By:_____________________________
Thomas L. Kempner
Managing Partner
By:_____________________________
Warren D. Bagatelle
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