UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
BALLARD POWER SYSTEMS INC.
-----------------------------------------------------------
(Name of Issuer)
Common Shares
-----------------------------------------------------------
(Title of Class of Securities)
05858H 10 4
-----------------------------------------------------------
(CUSIP Number)
Dr. Rainer Beckmann Holly E. Leese
DaimlerChrysler AG DaimlerChrysler North America Holding
Epplestrasse 225 Corporation
70567 Stuttgart 1000 Chrysler Drive
Germany Auburn Hills, Michigan 48362-2766
Tel: 011-49-711-17-92762 Tel: (248) 512-3984
-------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 31, 2005
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(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(e), 13d-1(f) or 13d-1(g), 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 Rule 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 2 of 11 Pages
CUSIP NO. 058584 10 4
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1 Name of Reporting Person/I.R.S. Identification No. of above persons
(entities only)
DaimlerChrysler AG
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2 Check the Appropriate box if a member of a group (a) [X]
(b) [_]
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3 SEC use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
WC, OO
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5 Check box if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
[_]
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6 Citizenship or place of organization
Federal Republic of Germany
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7 Sole voting power
19,845,109
----------------------------------------------------
8 Shared voting power
NUMBER OF
SHARES 1,547,489
BENEFICIALLY OWNED ---------------------------------------------------
BY EACH REPORTING 9 Sole dispositive power
PERSON
WITH 19,845,109
---------------------------------------------------
10 Shared dispositive power
1,547,489
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11 Aggregate amount beneficially owned by each reporting person
21,392,598
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12 Check box if the aggregate amount in row (11) excludes certain
shares (See Instructions)
[_]
--------------------------------------------------------------------------------
13 Percent of class represented by amount in row (11)
19.2%
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14 Type of reporting person (See Instructions)
CO
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Page 3 of 11 Pages
CUSIP NO. 058584 10 4
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1 Name of Reporting Person/I.R.S. Identification No. of above persons
(entities only)
DaimlerChrysler North America Holding Corporation
IRS Identification Number: 22-1760935
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2 Check the Appropriate box if a member of a group (a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
OO
--------------------------------------------------------------------------------
5 Check box if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 Citizenship or place of organization
Delaware
--------------------------------------------------------------------------------
7 Sole voting power
-0-
----------------------------------------------------
8 Shared voting power
NUMBER OF
SHARES 1,547,489
BENEFICIALLY OWNED ---------------------------------------------------
BY EACH REPORTING 9 Sole dispositive power
PERSON
WITH -0-
---------------------------------------------------
10 Shared dispositive power
1,547,489
--------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person
1,547,489
--------------------------------------------------------------------------------
12 Check box if the aggregate amount in row (11) excludes certain
shares (See Instructions)
[_]
--------------------------------------------------------------------------------
13 Percent of class represented by amount in row (11)
1.4%
--------------------------------------------------------------------------------
14 Type of reporting person (See Instructions)
CO
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Page 4 of 11 Pages
This Amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D
filed on December 10, 2001 ("Schedule 13D") by DaimlerChrysler AG and
DaimlerChrysler North America Holding Corporation (the "Reporting Persons"), as
amended by Amendment No. 1 to the Schedule 13D filed on January 19, 2005
("Amendment No. 1") and Amendment No. 2 to the Schedule 13D filed on February 3,
2005 ("Amendment No. 2"), with respect to the Common Shares without nominal or
par value (the "Common Shares") of Ballard Power Systems Inc., a corporation
incorporated under the CANADA BUSINESS CORPORATIONS ACT ("Ballard").
The Schedule 13D was filed in paper format, as permitted by the rules and
regulations of the Securities and Exchange Commission (the "SEC"). Pursuant to
Rule 101(a)(2)(ii) of Regulation S-T of the Securities Act of 1933, as amended,
Amendment No. 1 to the Schedule 13D amended and restated, as applicable, as of
the date of such Amendment, the entire text of the Schedule 13D in connection
with the Reporting Persons' first filing of an amendment to the Schedule 13D
under the SEC's Electronic Data Gathering, Analysis and Retrieval System
("EDGAR"). Amendment No. 2 (which amends and corrects Amendment No. 1), and this
Amendment No. 3, have both been filed under EDGAR.
ITEM 1 - SECURITY AND ISSUER
This Amendment No. 3 relates to the Common Shares of Ballard, whose principal
executive offices are located at 4343 North Fraser Way, Burnaby, British
Columbia, Canada, V5J 5J9.
ITEM 2 - IDENTITY AND BACKGROUND
This Amendment No. 3 is filed jointly by DaimlerChrysler AG ("DaimlerChrysler"),
a corporation incorporated under the laws of the Federal Republic of Germany,
and DaimlerChrysler North America Holding Corporation ("DCNAH"), a corporation
incorporated under the laws of the State of Delaware. DCNAH is a wholly owned
subsidiary of DaimlerChrysler.
DaimlerChrysler is the ultimate parent company of the DaimlerChrysler Group. The
Group designs, manufactures, distributes and sells a wide range of automotive
products, mainly passenger cars, light trucks and commercial vehicles.
DaimlerChrysler also provides financial and other services relating to its
automotive business. DCNAH is a holding company owning all of DaimlerChrysler's
North American subsidiaries. DaimlerChrysler's "seat" (essentially the
equivalent of principal place of business under U.S. law) and principal
executive offices are located at Epplestrasse 225, 70567 Stuttgart, Germany.
DCNAH's principal place of business and principal executive offices are located
at 1000 Chrysler Drive, Auburn Hills, Michigan, 48326-2766.
Information concerning the name, business address, principal occupation and
citizenship of each executive officer and director of DaimlerChrysler and DCNAH
contained in the Schedule 13D, as amended by Amendments No. 1 and Amendment No.
2, is hereby further amended by deleting it in its entirety and substituting the
information set out in Exhibit 1 attached hereto and incorporated herein by
reference.
Neither DaimlerChrysler, DCNAH nor, to the knowledge of DaimlerChrysler or
DCNAH, any of their executive officers or directors have been convicted during
the last five years in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither DaimlerChrysler nor DCNAH, nor to the knowledge
of DaimlerChrysler or DCNAH, any executive officer or director of
DaimlerChrysler or DCNAH, 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 violations with
respect to such laws.
Page 5 of 11 Pages
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable. This Amendment No. 3 is filed in connection with a reduction in
the holding of Common Shares by DaimlerChrysler as a result of the transfer by
DaimlerChrysler to Ballard of 693,394 Common Shares and the cancellation of
Ballard's obligation to issue to DaimlerChrysler 7,613,212 Common Shares on
August 31, 2005. See Item 4 - "Purpose of Transaction" below.
ITEM 4 - PURPOSE OF TRANSACTION
DaimlerChrysler initially acquired Common Shares in order to participate in a
global alliance (the "Global Alliance") with Ballard and Ford Motor Company
("Ford") for the development, marketing and sale of fuel cell engines and
related technology. Additional Common Shares have been acquired by
DaimlerChrysler and DCNAH, as more particularly described under Item 3 of
Amendment No. 1.
On August 31, 2005, DaimlerChrysler and Ford took over the responsibility for
vehicular fuel cell systems from Ballard through the acquisition of all of the
shares of Ballard Power Systems AG ("BPS AG") (formerly XCELLSIS) from Ballard
and its subsidiary, Ballard Power Corporation, in exchange for Common Shares
(the "Fourth Alliance Transaction"). Ballard sold DaimlerChrysler a 0.1%
interest in BPS AG in exchange for 693,394 Common Shares held by DaimlerChrysler
and the termination of an existing agreement (the "Forward Exchange Agreement")
dated October 2, 2001, as amended, under which Ballard was to acquire
DaimlerChrysler's 49.9% interest in BPS AG in exchange for the issuance to
DaimlerChrysler of 7,613,212 Common Shares. Ballard also sold a 50% interest in
BPS AG to Ford in exchange for 8,306,606 Common Shares held by Ford. This
transaction resulted in each of DaimlerChrysler and Ford owning a 50% interest
in BPS AG.
In order to reflect changes in the relationship between the members of the
Global Alliance as a result of the Fourth Alliance Transaction, certain rights
and obligations of DaimlerChrysler and Ford with respect to Ballard and
Ballard's Common Shares were amended, effective August 31, 2005. See Item 6 -
"Contracts, Arrangements, Understandings Or Relationships With Respect To
Securities Of The Issuer" below.
FUTURE PLANS
At the present time neither DaimlerChrysler nor DCNAH have any additional plans
or proposals that relate to or would result in actions or circumstances
enumerated in Item 4 of Schedule 13D.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
Effective August 31, 2005, after giving effect to the Fourth Alliance
Transaction, DaimlerChrysler owns the direct legal and beneficial ownership
interest and the sole right to vote and dispose of 19,845,109 Common Shares.
DCNAH owns an additional 1,547,489 Common Shares. As the parent company of
DCNAH, DaimlerChrysler is the indirect beneficial owner of such Common Shares.
Accordingly, DaimlerChrysler and DCNAH have shared dispositive and voting power
over the 1,547,489 Common Shares held by DCNAH. DaimlerChrysler's overall
interest in Ballard amounts to 21,392,598 Common Shares, representing
approximately 19.2% of the issued and outstanding Common Shares of Ballard
(calculated on the basis of 111,672,446 outstanding Common Shares, as confirmed
by Ballard).
To the knowledge of DaimlerChrysler and DCNAH, no executive officer or director
of DaimlerChrysler or DCNAH owns any Common Shares.
Page 6 of 11 Pages
(c)
Except as set forth in Item 4, to the best of the knowledge of the Reporting
Persons, none of the persons named in response to paragraph (a) has effected any
transactions in the Common Shares during the past 60 days.
(d) - (e)
Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As noted under Item 4 above, certain rights and obligations of DaimlerChrysler
and Ford with respect to Ballard and Ballard's Common Shares were amended
effective August 31, 2005 in connection with the completion of the Fourth
Alliance Transaction. Details of the amendments are as follows:
BOARD OF DIRECTORS.
Since 1998, each of DaimlerChrysler and Ford, through shareholdings in the
jointly-owned company, DBF Pref Share Holdings Inc. ("DBF"), have been entitled
to elect a number of directors of Ballard based on its respective percentage
ownership of Common Shares, with the number of directors to be elected by each
of them being rounded up to the next whole number where that percentage results
in an entitlement to elect more than two-thirds of a director and being rounded
down to the next whole number otherwise.
Under the Fourth Alliance Transaction, DaimlerChrysler's right to elect
directors has been revised in two ways:
o the number of directors to be appointed by DaimlerChrysler will be:
o rounded up to the nearest whole number where DaimlerChrysler's
percentage ownership results in an entitlement to elect more than
one-half of a director; and
o rounded down to the nearest whole number where DaimlerChrysler's
percentage ownership results in an entitlement to elect one-half
of a director or less; and
o in circumstances where the percentage ownership of DaimlerChrysler results
in it being entitled to appoint from 1.3 to 1.51 directors, it will be
entitled to appoint two directors.
Other than its director appointment rights, DaimlerChrysler, as long as the
Class A share of Ballard held by DBF on behalf of DaimlerChrysler is
outstanding, is prohibited from voting its Common Shares to elect or remove
directors or to change the rights or restrictions attached to the Class A share.
DaimlerChrysler may, however, in its discretion, provide a proxy to vote in
favour of the election of directors nominated by management of Ballard.
LIMITED VOTING PROVISIONS. Prior to the Fourth Alliance Transaction, certain
decisions of Ballard's board of directors could not be undertaken without
approval by a number of directors equal to one director more than a majority of
the directors who were entitled to vote and who did vote on such decision,
including at least one of the directors appointed by DaimlerChrysler or Ford
(the "Limited Voting Provisions"). If any director appointed by DaimlerChrysler
or Ford was absent or abstained or
Page 7 of 11 Pages
was otherwise prohibited from voting, a simple majority would suffice, and such
majority need not include one of the directors appointed by DaimlerChrysler or
Ford. These Limited Voting Provisions applied so long as DaimlerChrysler and
Ford continued to own in the aggregate at least:
(a) one-third of the outstanding Common Shares, not including shares
Ballard issues in connection with an acquisition or investment in a
third party that is subject to the Limited Voting Provisions (the
"Threshold Percentage");
(b) 20% of all of Ballard's outstanding shares; and
(c) all of the Common Shares held by DaimlerChrysler and Ford respectively,
after giving effect to the Fourth Alliance Transaction (other than
3,977,650 Common Shares owned by DaimlerChrysler and 2,954,781 Common
Shares owned by Ford) ("Ballard Base Shares");
and each of DaimlerChrysler and Ford:
(d) owned a sufficient number of Ballard's Common Shares to entitle each of
them to elect at least one of Ballard's directors; and
(e) elected at least one of Ballard's directors when entitled to do so.
Prior to the Fourth Alliance Transaction, if the Limited Voting Provisions
ceased to apply to DaimlerChrysler and Ford collectively, it was possible for
the Limited Voting Provisions to be re-applied if either or both of
DaimlerChrysler and Ford acquired at any subsequent time at least 37.92% of the
outstanding Common Shares and then continued to meet the requirements set out in
(a) to (e) above.
There are no material changes to the Limited Voting Provisions (as fully
described in Amendment No. 1) under the Fourth Alliance Transaction. However,
there are three changes with respect to the circumstances in which the Limited
Voting Provisions are applicable:
o the Threshold Percentage has been lowered from one-third of Ballard's
outstanding Common Shares to one-quarter of Ballard's outstanding Common
Shares (subject to being increased back to one-third in limited
circumstances);
o if DaimlerChrysler and Ford's aggregate ownership of the Common Shares
falls below the Threshold Percentage, the Limited Voting Provisions will
continue to apply during a 60-day cure period, and
o if DaimlerChrysler and Ford increase their aggregate ownership of
the outstanding Common Shares to more than the Threshold
Percentage within such cure period, the Limited Voting Provisions
will continue in effect thereafter; or
o if DaimlerChrysler and Ford fail to increase their aggregate
ownership of the outstanding Common Shares to more than the
Threshold Percentage within the cure period, the Limited Voting
Provisions will be terminated at the end of the cure period,
subject to reinstatement if DaimlerChrysler and Ford increase
their aggregate ownership of the outstanding Common Shares to more
than the Threshold Percentage within 18 months after the expiry of
the cure period; and
o if the Limited Voting Provisions cease to apply to DaimlerChrysler and
Ford collectively, it is possible for the Limited Voting Provisions to be
re-applied to DaimlerChrysler or Ford if either of
Page 8 of 11 Pages
them, as the case may be, acquires at any subsequent time at least 33.75%
of the outstanding Common Shares or owns all of the other's Ballard Base
Shares and then continues to meet the requirements set out above.
EQUITY PARTICIPATION RIGHTS. The Fourth Alliance Agreement continues to provide
that if Ballard undertakes an equity offering, DaimlerChrysler has the right to
purchase a sufficient number of Common Shares to enable it to maintain its
equity interest in Ballard at its current level.
OFFICER NOMINATION RIGHTS. Each of DaimlerChrysler and Ford continues to have a
right to propose, for consideration by Ballard's board of directors, individuals
for the offices of Chief Executive Officer, Chief Financial Officer, Chief
Technology Officer (or other officer to whom the persons responsible for
research and development report, or other officer to whom the person responsible
for vehicular fuel cell programs report) and Vice-President, Research and
Development (or other officer to whom the persons responsible for intellectual
property report).
OFFICER REMOVAL RIGHTS. DaimlerChrysler and Ford continue to have joint removal
rights over Ballard's Chief Technology Officer (or other officer to whom the
persons responsible for research and development report, or other officer to
whom the persons responsible for vehicular fuel cell programs report) and
Ballard's Vice-President, Research and Development (or other officer to whom the
persons responsible for intellectual property report).
ARTICLES OF AMENDMENT. In order to implement the revised director appointment
rights of each of DaimlerChrysler and Ford and to reflect the changes to the
Limited Voting Provisions, Ballard has amended its Articles, effective August
31, 2005. A copy of the full text of the Articles of Amendment is attached as
Exhibit 4 to this Amendment No. 3.
A more detailed description of the contractual arrangements forming part of the
Fourth Alliance Transaction with respect to the matters disclosed in Item 4 and
Item 6 of this Amendment No. 3 is attached hereto as Exhibit 3 and is
incorporated herein by reference.
ARRANGEMENTS BETWEEN DAIMLERCHRYSLER AND FORD RESPECTING THE PURCHASE AND SALE
OF BALLARD COMMON SHARES. DaimlerChrysler and Ford have established procedures,
effective August 31, 2005, for the purchase and sale of Common Shares when
permitted to do so pursuant to the Fourth Alliance Agreement. The arrangements
provide that each party will provide prior notice to the other before purchasing
Common Shares; that purchases made by both parties at the same time will be made
PRO RATA up to the amounts elected or permitted to be purchased by the parties;
and that each party will provide notice to the other before selling Common
Shares. The arrangements do not provide any rights in favour of either party to
acquire Common Shaes held by the other, and do not create any investment,
dispostive or voting rights in favour of either party with respect to Common
Shares held by the other party.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed in connection with this Amendment No. 3 to the
Schedule 13D:
Exhibit 1. Directors and Executive Officers of DaimlerChrysler and DCNAH.
Exhibit 2. Agreement of DaimlerChrysler and DCNAH to file Schedule 13D
jointly, dated September 15, 2005.
Exhibit 3. Contractual Arrangements of the Fourth Alliance Transaction
with respect to matters disclosed in Item 4 and Item 6.
Exhibit 4. Form of Articles of Amendment of Ballard dated August 31,
2005 containing the rights and restrictions attached to Class
A Shares and Class B Shares of Ballard, and filed pursuant to
the CANADA BUSINESS CORPORATIONS ACT.
Page 9 of 11 Pages
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated as of September 15, 2005.
DAIMLERCHRYSLER AG
By: /s/ Eugene A. Danaher
-----------------------------
Name: Eugene A. Danaher
Title: Associate General Counsel
By: /s/ Dr. Wolfgang Bauder
-----------------------------
Name: Dr. Wolfgang Bauder
Title: Senior Counsel
Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated as of September 15, 2005.
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
By: /s/ Byron C. Babbish
-----------------------------
Name: Byron C. Babbish
Title: Assistant Secretary
Page 11 of 11 Pages
INDEX TO EXHIBITS
Exhibit No. Description
1 Directors and Executive Officers of DaimlerChrysler and DCNAH.
2 Agreement of DaimlerChrysler and DCNAH to file Schedule 13D
jointly, dated September 15, 2005.
3 Contractual Arrangements of the Fourth Alliance Transaction
with respect to matters disclosed in Item 4 and Item 6.
4 Form of Articles of Amendment of Ballard dated August 31, 2005
containing the rights and restrictions attached to Class A
Shares and Class B Shares of Ballard, and filed pursuant to
the CANADA BUSINESS CORPORATIONS ACT.