SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ballard Power Systems Inc.
--------------------------
(Name of Issuer)
Common Shares
-------------
(Title of Class of Securities)
05858H 10 4
-----------
(CUSIP Number)
Douglas J. Cropsey
Ford Global Technologies, Inc.
One Parklane Blvd., Suite 911 East, Dearborn, MI 48126, Phone: (313) 337-8718
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 7, 1998
-------------
(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.
(Continued on following pages)
(Page 1 of 7 Pages)
- -------------------------
*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>
CUSIP No. 05858H 10 4 13D Page 2 of 7 Pages
-------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)
Ford Global Technologies, Inc.
I.R.S. Identification Number: 38-6058810
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Michigan
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting 0
Person With --------------------------------------------
(8) Shared Voting Power
4,079,055
--------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------
(10) Shared Dispositive Power
4,079,055
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,079,055
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 05858H 10 4 13D Page 3 of 7 Pages
-----------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)
Ford Motor Company
I.R.S. Identification Number: 38-0549190
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) / X /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
AF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting 0
-------------------------------------------
Person With (8) Shared Voting Power
4,079,055
-------------------------------------------
(9) Sole Dispositive Power
0
-------------------------------------------
(10) Shared Dispositive Power
4,079,055
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,079,055
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 4 of 7 Pages
Item 1. Security and Issuer.
--------------------
This Schedule 13D relates to the Common Shares of Ballard Power Systems
Inc., a corporation incorporated under the Canada Business Corporations Act (the
"Common Shares"), whose principal executive offices are located at 9000 Glenlyon
Parkway, Burnaby, British Columbia V5J 5J9.
Item 2. Identity and Background.
------------------------
This Schedule 13D is filed jointly by Ford Global Technologies, Inc., a
Michigan corporation ("FGTI"), and Ford Motor Company, a Delaware corporation
("Ford"). FGTI is a wholly owned subsidiary of Ford. FGTI's principal executive
offices are located at One Parklane Blvd., Suite 911 East, Dearborn, Michigan
48126 and Ford's principal executive offices are located at The American Road,
Dearborn, Michigan 48121.
FGTI was incorporated by Ford primarily to manage certain of Ford's
(and its affiliates') intellectual property. Ford is a manufacturing company
whose principal business is the design, manufacture, assembly and sale of cars
and trucks and related parts and accessories.
Information concerning the executive officers and directors of FGTI,
their principal occupations or employment, and citizenship, is as follows. The
business address of each of such executive officers and directors is the same as
the address of his employer.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation Citizenship
- ------------------------- -------------------- -----------
<S> <C> <C>
David M. Brandi Director, Pension Asset U.S.
Ford Motor Company Management
The American Road
Dearborn, MI 48121
Roman J. Krygier VP - Advanced Vehicle U.S.
Ford Motor Company Manufacturing
The American Road
Dearborn, MI 48121
Christopher L. Magee Director, Vehicle Systems U.S.
Ford Motor Company Engineering
The American Road
Dearborn, MI 48121
James E. Malackowski Founding Principal U.S.
IPC Group, LLC
101 North Wacker Drive, Ste. 1600
Chicago, IL 60606
Roger L. May Chief Executive Officer & U.S.
Ford Global Technolgies, Inc. President
One Paklane Blvd., Ste. 911
Dearborn, MI 48126
John P. McTague V.P. - Technical Affairs U.S.
Ford Motor Company
The American Road
Dearborn, MI 48126
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 5 of 7 Pages
Name and Business Address Principal Occupation Citizenship
- ------------------------- -------------------- -----------
<S> <C> <C>
Richard A. Ogren Director, Competitive Analysis U.S.
Ford Motor Company & Business Operations
The American Road
Dearborn, MI 48121
James C. Schroer Executive Director, Marketing U.S.
Ford Motor Company Strategy & Brand Management
The American Road
Dearborn, MI 48121
Gary A. Vander Haagen VP & General Manager, U.S.
Ford Motor Company Electronic Systems/Visteon
The American Road Automotive Systems
Dearborn, MI 48121
Diane D. Dossin Director, Domestic Tax Counsel U.S.
Ford Motor Company
The American Road
Dearborn, MI 48121
Ann Marie Petach Assistant Treasurer U.S.
Ford Motor Company
The American Road
Dearborn, MI 48121
Richard D. Dixon Secretary U.S.
Ford Global Technologies, Inc.
One Parklane Blvd., Ste. 911
Dearborn, MI 48126
</TABLE>
Information concerning the executive officers and directors of Ford,
their principal occupations or employment, and citizenship, is listed in Exhibit
1 attached hereto and incorporated herein by reference.
Neither FGTI nor Ford nor, to the knowledge of FGTI and Ford, any of
the persons listed above or in Exhibit 1 have been convicted during the past
five years in a criminal proceeding (excluding traffic violations or similar
violations). Neither FGTI nor Ford nor, to the knowledge of FGTI and Ford, any
of the persons listed above or in Exhibit 1, during the last five years, was 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
FGTI purchased the Common Shares in two transactions at a price of Cdn
$80.80 per share for an aggregate purchase price (including the subscription and
acquisition) of Cdn $329,587,644. All of the funds used for FGTI's purchase of
the Common Shares were derived from its working capital.
<PAGE>
Page 6 of 7 Pages
Item 4. Purpose of Transaction.
-----------------------
FGTI and Ford have acquired the Common Shares to participate in a
global alliance between Ballard Power Systems Inc. ("Ballard"), Ford and
Daimler-Benz AG ("Daimler-Benz"). At the present time, neither FGTI nor Ford
have any plans which relate to or would result in actions or circumstances
enumerated in Item 4 of Schedule 13 D, except that Ford owns all of the Class C
Common Shares of DBF Pref Share Holdings Inc. ("DBF"), an entity jointly owned
by Ballard, Ford and Daimler-Benz. The Class C Common Shares of DBF entitle Ford
to vote in certain circumstances (in particular, for the appointment of a number
of directors of Ballard based on the number of Common Shares in Ballard held by
Ford) all of the Series 3 Preferred Shares of Ballard registered in the name of
DBF. As a result, Ford is entitled to appoint one director to the Board of
Directors of Ballard, which it intends to do in the near future.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
FGTI owns 4,079,055 Common Shares of Ballard, which is approximately
15% of the total Common Shares of Ballard presently issued and outstanding. As
the parent company of FGTI, Ford is the beneficial, indirect owner of the same
4,079,055 Common Shares of Ballard directly owned by FGTI. Accordingly, FGTI and
Ford have shared voting and dispositive power over the 4,079,055 Common Shares.
FGTI acquired all such Common Shares on April 7, 1998 as follows: 3,746,900 of
the 4,079,055 Common Shares were acquired directly from Ballard for a cash
payment of Cdn $80.80 per share (or Cdn $302,749,520 in the aggregate) and
332,155 of the 4,079,055 Common Shares from Daimler-Benz for a cash payment of
Cdn $80.80 per share (or Cdn $26,838,124 in the aggregate).
To the knowledge of FGTI and Ford, no executive officer or director of
FGTI or Ford owns any Common Shares of Ballard.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
-------------------------------------------------------
As discussed above in Item 4, Ford owns all of the Class C Common
Shares of DBF, an entity jointly owned by Ballard, Ford and Daimler-Benz. The
Class C Common Shares of DBF entitle Ford to vote in certain circumstances (in
particular, for the appointment of a number of directors of Ballard based on the
number of Common Shares in Ballard held by Ford) all of the Series 3 Preferred
Shares of Ballard registered in the name of DBF. As a result, Ford is presently
entitled to appoint one director to the Board of Directors of Ballard, which it
intends to do in the near future.
Ford has entered a New Alliance Agreement (the "New Alliance Agreement"),
dated as of April 7, 1998, among Ford, Ballard, Daimler-Benz, DBB Fuel Cell
Engines GMBH, and BDF Electric Drive Company, L.L.C., pursuant to which Ford
(and its affiliates) has agreed (i) not to make any further acquisition of the
Common Shares of Ballard without the written consent of Ballard, unless there
exists a third-party takeover bid for Ballard, and (ii) not to sell, assign or
otherwise dispose of the Common Shares of Ballard, other than to an affiliate of
Ford, prior to December 31, 2000. Ballard and Daimler-Benz have agreed to
substantially identical restrictions pursuant to the New Alliance Agreement. In
addition, Ford and Daimler-Benz have certain anti-dilution rights pursuant to
the New Alliance Agreement. Pursuant to these anti-dilution rights, if Ballard
were to issue additional Common Shares, both Ford and Daimler-Benz would be
entitled to purchase additional Common Shares from Ballard to maintain their
percentage ownership in Ballard.
<PAGE>
Page 7 of 7 Pages
Ford has also entered into an Amended and Restated Pooling Agreement,
dated as of April 7, 1998, among Ford, Ballard, Daimler-Benz and DBF, pursuant
to which Ford has agreed that, as long as the Series 3 Preferred Share is
outstanding, it will not, and it will ensure that every other member of the Ford
group does not, vote, or grant to any other person the right to vote any Ballard
Common Shares on a vote to elect or remove a director to or from the board of
directors of Ballard or a resolution the effect of which is to change the rights
and restrictions attached to the Series 2 Preferred Share or the Series 3
Preferred Share of Ballard.
Item 7. Material to be Filed as Exhibits.
---------------------------------
The following exhibits are filed herewith:
1. Directors and Executive Officers of Ford
2. Agreement of FGTI and Ford to file Schedule 13D jointly
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.
FORD GLOBAL TECHNOLOGIES, INC.
By:/s/Douglas J. Cropsey
----------------------------
Douglas J. Cropsey
Assistant Secretary
FORD MOTOR COMPANY
By:/s/John M. Rintamaki
---------------------------
John M. Rintamaki
Secretary
Exhibit 1
<TABLE>
<CAPTION>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
Alex Trotman Chairman of the Board, U.S.
World Headquarters President & Chief Executive
The American Road Officer, Ford Motor
Dearborn, MI 48121 Company
Michael D. Dingman President & Chief Executive Commonwealth of
World Headquarters Officer, Shipston Group Bahamas
The American Road Limited
Dearborn, MI 48121
Edsel B. Ford II Vice President U.S.
World Headquarters Vice President & Chief
The American Road Operating Officer, Ford
Dearborn, MI 48121 Motor Credit Company
William Clay Ford Retired Chairman of the U.S.
World Headquarters Finance Committee
The American Road
Dearborn, MI 48121
William Clay Ford, Jr. Chairman of the Finance U.S.
World Headquarters Committee
The American Road
Dearborn, MI 48121
Irvine O. Hockaday, Jr. President & Chief U.S.
World Headquarters Executive Officer
The American Road Hallmark Cards
Dearborn, MI 48121 Incorporated
Marie-Josee Kravis Senior Fellow of the Hudson Switzerland/Canada
World Headquarters Institute, Inc.
The American Road
Dearborn, MI 48121
Ellen R. Marram President and Chief U.S.
World Headquarters Executive Officer, Tropicana
The American Road Beverage Group
Dearborn, MI 48121
Homer A. Neal Director, ATLAS Project and U.S.
World Headquarters Professor of Physics University
The American Road of Michigan
Dearborn, MI 48121
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
Carl E. Reichardt Retired Chairman of the U.S.
World Headquarters Board & Chief Executive
The American Road Officer, Wells Fargo &
Dearborn, MI 48121 Company
John L. Thornton Partner U.S.
World Headquarters Goldman, Sachs & Co.
The American Road
Dearborn, MI 48121
John M. Rintamaki Secretary, Ford Motor U.S.
World Headquarters Company
The American Road
Dearborn, MI 48121
W. Wayne Booker Vice Chairman U.S.
World Headquarters Ford Motor Company
The American Road
Dearborn, MI 48121
Edward E. Hagenlocker Vice Chairman U.S.
World Headquarters Ford Motor Company
The American Road
Dearborn, MI 48121
John M. Devine Executive Vice President U.S.
World Headquarters and Chief Finacial Officer
The American Road
Dearborn, MI 48121
Jacques A. Nasser Executive Vice President Australia
World Headquarters President, Ford Automotive
The American Road Operations
Dearborn, MI 48121
Peter J. Pestillo Executive Vice President U.S.
World Headquarters Corporate Relations
The American Road
Dearborn, MI 48121
Kenneth Whipple Executive Vice President U.S.
World Headquarters President, Ford Financial
The American Road Services Group and
Dearborn, MI 48121 Chairman and CEO, Ford Motor
Credit Company
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
Richard Parry-Jones Group Vice President - Product Great Britain
World Headquarters Development
The American Road
Dearborn, MI 48121
Robert L. Rewey Group Vice President - Marketing, U.S.
World Headquarters Sales, and Service
The American Road
Dearborn, MI 48121
Charles W. Szuluk Group Vice President U.S.
World Headquarters President, Visteon
The American Road Automotive Systems
Dearborn, MI 48121
Robert H. Transou Group Vice President - Manufacturing U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Gurminder S. Bedi Vice President - Truck U.S.
World Headquarters Vehicle Center
The American Road
Dearborn, MI 48121
William W. Boddie Vice President - Small and U.S.
World Headquarters Medium Car Vehicle Center
The American Road
Dearborn, MI 48121
Kenneth R. Dabrowski Vice President - Quality and U.S.
World Headquarters Process Leadership
The American Road
Dearborn, MI 48121
James D. Donaldson Vice President U.S.
World Headquarters President, Ford of
The American Road Europe, Inc.
Dearborn, MI 48121
Wayne S. Doran Vice President U.S.
World Headquarters Chairman, Ford Motor Land
The American Road Development Corporation
Dearborn, MI 48121
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
Ronald E. Goldsberry Vice President - General Manager, U.S.
World Headquarters Ford Customer Service Division
The American Road
Dearborn, MI 48121
Elliott S. Hall Vice President - Civic and U.S.
World Headquarters External Affairs
The American Road
Dearborn, MI 48121
John T. Huston Vice President - Power Train U.S.
World Headquarters Operations
The American Road
Dearborn, MI 48121
I. Martin Inglis Vice President - Product and Great Britain
World Headquarters Business Strategy
The American Road
Dearborn, MI 48121
Kenneth K. Kohrs Vice President - Large and U.S.
World Headquarters Luxury Car Vehicle Center
The American Road
Dearborn, MI 48121
Vaughn A. Koshkarian Vice President U.S.
World Headquarters Chairman & CEO, Ford
The American Road Motor (China) Ltd.
Dearborn, MI 48121
Robert O. Kramer Vice President- Human Resources U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Roman J. Krygier Vice President - Advanced U.S.
World Headquarters Manufacturing Engineering
The American Road
Dearborn, MI 48121
Malcolm S. Macdonald Vice President and U.S.
World Headquarters Treasurer
The American Road
Dearborn, MI 48121
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
John W. Martin, Jr. Vice President - General Counsel U.S.
World Headquarters
The American Road
Dearborn, MI 48121
J. C. Mays Vice President - Design U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Carlos E. Mazzorin Vice President - Purchasing U.S.
World Headquarters
The American Road
Dearborn, MI 48121
John P. McTague Vice President - Technical U.S.
World Headquarters Affairs
The American Road
Dearborn, MI 48121
James E. Miller Vice President U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Janet G. Mullins Vice President - Washington U.S.
World Headquarters Affairs
The American Road
Dearborn, MI 48121
James G. O'Connor Vice President - General Manager, U.S.
World Headquarters Lincoln-Mercury Division
The American Road
Dearborn, MI 48121
James J. Padilla Vice President U.S.
World Headquarters President, Ford Brazil and
The American Road Argentina
Dearborn, MI 48121
Helen O. Petrauskas Vice President - Environmental U.S.
World Headquarters and Safety Engineering
The American Road
Dearborn, MI 48121
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
William F. Powers Vice President - Research U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Neil W. Ressler Vice President - Advanced U.S.
World Headquarters Vehicle Technology
The American Road
Dearborn, MI 48121
Ross H. Roberts Vice President - General U.S.
World Headquarters Manager, Ford Division
The American Road
Dearborn, MI 48121
Dennis E. Ross Vice President and Chief U.S.
World Headquarters Tax Officer
The American Road
Dearborn, MI 48121
David W. Scott Vice President - Public Affairs U.S.
World Headquarters
The American Road
Dearborn, MI 48121
William A. Swift Vice President and U.S.
World Headquarters Controller - FAO
The American Road
Dearborn, MI 48121
David W. Thursfield Vice President - Vehicle Operations Great Britain
World Headquarters
The American Road
Dearborn, MI 48121
Henry D. G. Wallace Vice President Great Britain
World Headquarters CFO & VP, European
The American Road Strategic Planning
Dearborn, MI 48121
Robert J. Womac Vice President U.S.
World Headquarters EVP, Operations, Visteon
The American Road Automotive Systems
Dearborn, MI 48121
<PAGE>
Name and Principal
Business Address Occupation Citizenship
- ---------------- ---------- -----------
<S> <C> <C>
Thomas J. DeZure Assistant Secretary U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Sally W. Schwartz Assistant Secretary U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Peter Sherry, Jr. Assistant Secretary U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Peter Look Assistant Tax Officer U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Paul Lewis Assistant Treasurer U.S.
World Headquarters
The American Road
Dearborn, MI 48121
Ann Marie Petach Assistant Treasurer U.S.
World Headquarters
The American Road
Dearborn, MI 48121
</TABLE>
<PAGE>
EXHIBIT 2
AGREEMENT TO FILE JOINTLY
Ford Global Technologies, Inc. ("FGTI") and Ford Motor Company ("Ford")
hereby agree pursuant to Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, that the Schedule 13D relating to Common Shares of Ballard
Power Systems Inc., a corporation incorporated under the Canada Business
Corporations Act, and any amendments thereto are filed by them jointly and that
FGTI is authorized to execute such Schedule 13D or any amendments thereto for
and on behalf of each of FGTI and Ford.
FORD GLOBAL TECHNOLOGIES, INC.
By:/s/Douglas J. Cropsey
------------------------------
Its: Assistant Secretary
FORD MOTOR COMPANY
By:/s/John M. Rintamaki
------------------------------
Its: Secretary
