[Federal Register: November 7, 2002 (Volume 67, Number 216)]
[Notices]
[Page 67879]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07no02-87]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27591]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
November 1, 2002.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendment(s) is/are available for public
inspection through the Commission's Branch of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by November 26, 2002, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549-0609, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in the case of an attorney at law,
by certificate) should be filed with the request. Any request for
hearing should identify specifically the issues of facts or law that
are disputed. A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in
the matter. After November 26, 2002, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
FirstEnergy Corp., et al. (70-10102)
FirstEnergy Corp. (``FirstEnergy''), a registered holding company,
76 South Main Street, Akron, Ohio, 44308, and GPU Diversified Holdings
LLC (``GPUDH''), its wholly owned direct nonutility subsidiary, 300
Madison Avenue, Morristown, New Jersey 07962, have filed an application
with the Commission under sections 9(a) and 10 of the Act and rule 54
under the Act.
By orders dated December 17 and December 26, 1996,\1\ the
Commission authorized GPU International, Inc.; (``GPUI''), which at the
time was a wholly owned nonutility subsidiary of GPU, Inc. (``GPU''), a
registered holding company, to invest up to $30 million to acquire: (1)
Voting and preferred shares of Ballard Generation Systems Inc.;
(``BGS''),\2\ a joint venture with Ballard Power Systems Inc.
(``BPS''), a nonassociate Canadian company; (2) options to acquire
specified additional amounts of voting and preferred stock of BGS; and
(3) warrants to purchase BPS stock (``BPS Warrants'').\3\ The Prior
Orders authorized GPUI to acquire 9.9% of the voting shares and twenty
percent of the total equity of BGS, including shares obtained through
the exercise of the purchased options. Correspondingly, GPUI made the
following acquisitions of BGS stock: 300,001 voting and 290,300
preferred shares on December 24, 1996; 250,000 voting shares on October
24, 1997; 150,000 voting and 100,000 preferred shares on November 24,
1997; 300,000 voting and 100,000 preferred shares on June 12, 1998; and
400,000 preferred shares on March 29, 2000. In December of 2000, GPUDH
acquired from GPUI all of its voting and preferred GBS stock, and GPU
acquired the BPS Warrants from GPUI.\4\ In June of 2001, GPUDH acquired
an additional 425,000 voting shares of BGS stock. Currently, GPUDH owns
1,425,001 voting and 890,300 preferred shares of BGS stock
(collectively, ``BGS Shares''), representing approximately 8.7% and
12.6% of BGS' outstanding voting and equity securities, respectively.
---------------------------------------------------------------------------
\1\ HCAR No. 26631 and HCAR No. 26635, respectively
(collectively, ``Prior Orders'').
\2\ BGS is a Canadian company that develops, manufactures and
markets stationary electric power systems employing fuel cell
technology.
\3\ The Commission reserved jurisdiction over GPUIs exercise of
the warrants, pending completion of the record. See Prior Orders.
\4\ Subsequently, GPUI was acquired by a nonassociate company.
---------------------------------------------------------------------------
By order dated October 29, 2001,\5\ the Commission authorized GPU
to merge with and into FirstEnergy. GPU did not survive the merger, and
FirstEnergy is its successor in interest.
---------------------------------------------------------------------------
\5\ See FirstEnergy Corp., HCAR No. 27459.
---------------------------------------------------------------------------
Applicants now propose to restructure their investment.
Specifically, they request authority for GPUDH to exchange the BGS
Shares for a number of restricted shares \6\ of BPS common stock that
has a value equal to the value of the BGS Shares. For the purpose of
this exchange, each BGS Share would be valued at $19.50, and exchanged
for a number of BPS shares equal in value as determined by the current
market value of BPS' common shares. As a result of the proposed
investment, GPUDH will not own, directly or indirectly, ten percent or
more of the outstanding BPS voting common shares.
---------------------------------------------------------------------------
\6\ All BPS shares issued to GPUDH would have a holding period
of up to twelve months. Sales in the United States after one year
would be limited by the constraints of rule 144 under the Securities
Act of 1933, as amended. Sales in Canada would be restricted for
four months, in accordance with Canadian provincial securities laws.
---------------------------------------------------------------------------
The principal business of BPS and its associated companies is the
development, manufacture and commercialization of proton exchange
membranes (``PEM'') fuel cells and PEM fuel cell systems for use in
transportation, stationary, portable and other power operations. All of
BPS' sales revenue is derived from PEM fuel cell products.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-28328 Filed 11-06-02; 8:45 am]
BILLING CODE 8010-01-M