formsc13da.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 4 )*
BALLARD
POWER SYSTEMS INC
(Name
of
Issuer)
Common
Shares
(Title
of
Class of Securities)
05858H
10
4
(CUSIP
Number)
Corey MacGillivray
Ford
Motor Company
One
American Road, Rm. 1034
Dearborn,
Michigan 48126
Tel:
(313) 845-4932
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
November
7, 2007
(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 the 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).
CUSIP
No. 05858H 10 4
|
13D
|
Page 2
of 6
|
1
|
Name
of Reporting Persons
|
|
|
Ford
Motor Company
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
T
|
|
|
(b)
£
|
3
|
SEC
Use Only
|
|
|
|
|
4
|
Source
of Funds (See Instructions)
|
|
|
N/A
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
|
£
|
6
|
Citizenship
or Place of Organization
|
|
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole
Voting Power
|
|
|
|
|
|
11,944,033
|
|
8
|
Shared
Voting Power
|
|
|
|
|
|
924,667
|
|
9
|
Sole
Dispositive Power
|
|
|
|
|
|
11,944,033
|
|
10
|
Shared
Dispositive Power
|
|
|
|
|
|
924,667
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
12,868,700
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
11.3%
|
|
14
|
Type
of Reporting Person (See Instructions)
|
|
|
|
|
|
CO
|
|
CUSIP
No. 05858H 10 4
|
13D
|
Page 3
of 6
|
1
|
Name
of Reporting Persons
|
|
|
Ford
Global Technologies, LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
T
|
|
|
(b)
£
|
3
|
SEC
Use Only
|
|
|
|
|
4
|
Source
of Funds (See Instructions)
|
|
|
N/A
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
|
£
|
6
|
Citizenship
or Place of Organization
|
|
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole
Voting Power
|
|
|
|
|
|
0
|
|
8
|
Shared
Voting Power
|
|
|
|
|
|
924,667
|
|
9
|
Sole
Dispositive Power
|
|
|
|
|
|
0
|
|
10
|
Shared
Dispositive Power
|
|
|
|
|
|
924,667
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
924,667
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
0.8%
|
|
14
|
Type
of Reporting Person (See Instructions)
|
|
|
|
|
|
OO
|
|
CUSIP
No. 05858H 10 4
|
13D
|
Page 4
of 6
|
The
Schedule 13D filed by Ford Motor Company and Ford Global Technologies, Inc.
on
April 20, 1998, as amended by Amendment Number 1 to Schedule 13D filed by Ford
Motor Company and Ford Global Technologies, Inc. dated December 10, 2001, as
amended by Amendment Number 2 to Schedule 13D filed by Ford Motor Company and
Ford Global Technologies, LLC dated January 18, 2005, and as amended by
Amendment Number 3 to Schedule 13D filed by Ford Motor Company and Ford Global
Technologies, LLC dated August 31, 2005, is amended as hereinafter
provided.
Item
1.
|
Security
and Issuer.
|
This
Schedule 13D relates to the Ballard Common Shares (the "Ballard Common Shares")
of Ballard Power Systems Inc. ("Ballard"), a corporation incorporated under
the
Canada Business Corporation Act whose principal executive offices are located
at
4343 North Fraser Way, Burnaby, British Columbia, Canada V5J
5J9.
Item
4.
|
Purpose
of Transaction.
|
Ford
initially acquired Ballard Common Shares in order to participate in a global
alliance with Ballard and Daimler AG for the development, marketing and sale
of
fuel cell engines and related technology.
On
November 7, 2007, Ford entered into a Restructuring Agreement (the
“Restructuring Agreement”) with Ballard and Daimler AG pursuant to which Ballard
has agreed to transfer to Ford and Daimler AG certain joint intellectual
property rights related to the automotive business and cash. Ballard
will incorporate a new British Columbia corporation to which it will transfer
certain assets and liabilities, as well as personnel related to Ballard’s
automotive business. This new company will be owned 50.1% by Daimler
AG, 30.0% by Ford and 19.9% by Ballard. Closing of the transactions
described in the Restructuring Agreement is subject to certain
conditions, including approval by Ballard’s shareholders (other than
Daimler AG and Ford). As part of this transaction, Ford has agreed to
sell to Ballard all of its Ballard Common Shares and its Class C Shares of
DBF
Pref Share Holdings, Inc., a company which holds the Class A share and Class
B
share of Ballard. Under the Restructuring Agreement, Daimler AG has
also agreed to sell all of its Ballard Common Shares and its Class C Shares
of
DBF Pref Share Holdings, Inc. to Ballard. Upon consummation of the
transactions described above, Ford and Ford Global Technologies, LLC ("FGTL")
will no longer own any Ballard Common Shares. In addition, Ford's and
FGTL's rights under the global alliance to appoint certain members of the Board
of Directors of Ballard will cease upon the consummation of the
transactions described in the Restructuring Agreement.
Future
Plans
At
the
present time Ford does not have any other plans or proposals that relate to
or would result in actions or circumstances identified in Item 4 of Schedule
13D.
Item
5.
|
Interest
in Securities of the
Issuer.
|
(a)
–
(b)
Ford
owns
the direct legal and beneficial ownership interest and the sole right to vote
and dispose of 11,944,033 Ballard Common Shares. FGTL owns an additional 924,667
Ballard Common Shares. As the parent company of FGTL, Ford is the
indirect beneficial owner of the 924,667 Ballard Common Shares owned by FGTL.
Accordingly, Ford and FGTL have shared dispositive and voting power over the
924,667 Ballard Common Shares held by FGTL. Ford's overall interest in Ballard
amounts to 12,868,700 Ballard Common Shares, representing approximately 11.3%
of
the issued and outstanding Ballard Common Shares
CUSIP
No. 05858H 10 4
|
13D
|
Page 5
of 6
|
(c)
None
of
the persons named in response to paragraph (a) – (b) above have effected any
transactions in the Ballard Common Shares during the past 60 days.
(d)
Not
applicable.
(e)
See
Item
4 above with regard to the Restructuring Agreement and the date upon which
Ford
and FGTL will cease to own Ballard Common Shares.
Item
6.
|
Contracts,
Arrangements, Undertakings or Relationships With Respect to Securities
of
the Issuer.
|
See
Item
4 above with regard to the Restructuring Agreement. A copy of the
Restructuring Agreement is attached hereto as Exhibit 1 to this Amendment No.
4
and is incorporated herein by reference.
Item
7.
|
Material
to be Filed as Exhibits.
|
The
following documents are appended hereto as Exhibits:
Designation
|
Description
|
Method
of Filing
|
|
|
|
|
Restructuring
Agreement
|
Filed
with this Schedule
|
CUSIP
No. 05858H 10 4
|
13D
|
Page 6
of 6
|
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 November 9, 2007.
FORD
MOTOR COMPANY
|
FORD
GLOBAL TECHNOLOGIES, LLC
|
|
|
By:
|
/s/
Peter J. Sherry, Jr.
|
By: |
/s/
Rebecca Burtless-Creps
|
|
|
|
|
Name:
|
Peter J. Sherry,
Jr.
|
Name:
|
Rebecca Burtless-Creps
|
|
|
|
|
Title:
|
Secretary
|
Title: |
Assistant
Secretary
|