- Amended Statement of Beneficial Ownership (SC 13D/A)
26 Giugno 2009 - 6:15PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
(CUSIP Number)
Gregory
J. Golden
Baker
Botts L.L.P.
P.O.
Box 23425
Dubai,
United Arab Emirates
+971
4 436 3636
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 that 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
o
Note
.
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled
out for a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in 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 (the 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. 72919P103
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
OJSC Third Generation Company of the Wholesale
Electricity Market
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Russian Federation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7
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Sole Voting Power
0
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8
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Shared Voting Power
44,626,939
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
44,626,939
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11
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Aggregate Amount Beneficially
Owned by Each Reporting Person
44,626,939
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class
Represented by Amount in Row (11)
34.35%
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14
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Type of Reporting Person
CO
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2
CUSIP No. 72919P103
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
OJSC MMC Norilsk Nickel
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Russian Federation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7
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Sole Voting Power
0
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8
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Shared Voting Power
44,626,939
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
44,626,939
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
44,626,939
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12
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
o
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13
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Percent of Class
Represented by Amount in Row (11)
34.35%
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14
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Type of Reporting Person
HC
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3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Statement
of
OJSC
Third
Generation Company of the Wholesale Electricity Market
and
OJSC MMC
Norilsk Nickel
Pursuant
to Section 13(d) of the Securities Exchange Act of 1934
in respect of
Plug
Power Inc.
Explanatory Note
:
This Amendment No. 1
(this Amended Statement) amends and supplements the Statement on Schedule 13D
of OJSC Third Generation Company of the Wholesale Electricity Market
(OGK-3) originally filed on March 27, 2009 (the Original Statement and
collectively with this Amended Statement, the Statement) regarding the common
stock, par value $0.01 per share (the Common Stock), of Plug Power Inc., a
Delaware corporation (the Issuer).
Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended (the Act), this Statement is jointly filed by OJSC MMC
Norilsk Nickel (Norilsk Nickel and collectively with OGK-3, the Reporting
Persons). Previously, Norilsk Nickel
was a joint filer of the Statement on Schedule 13D of Smart Hydrogen Inc.,
Norilsk Nickel, Clayburn Development Inc., Branton Limited, Mikhail D.
Prokhorov, and Vladimir O. Potanin, originally filed on April 20, 2006, as
amended.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and
supplemented as follows:
Norilsk Nickel is an open joint-stock company
organized under the laws of the Russian Federation. Norilsk Nickels principal business is the
producing and selling of various base and precious metals. The address of Norilsk Nickels principal
business and principal office is 22, Voznesensky Pereulok, Moscow, 125009,
Russia. As of the date hereof, Norilsk
Nickel beneficially owns approximately 82.7% of OGK-3.
In accordance with the provisions of General
Instruction C to Schedule 13D, information concerning the executive officers,
directors and each person controlling Norilsk Nickel, as applicable
(collectively, the Listed Persons), required by Item 2 of Schedule 13D is
provided on Exhibit A hereto and is incorporated by reference herein.
During the past five years, neither Norilsk
Nickel nor, to the best of its knowledge, any of the Listed Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five
years, neither Norilsk Nickel nor, to the best of its
1
knowledge, any of the Listed Persons were 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 4.
Purpose of the Transaction
Item 4 of the Statement is hereby amended and
supplemented as follows:
The Reporting Persons intend to explore a possible
disposition of all or a portion of the 44,626,939 shares of Common Stock owned
by OGK-3 (the Shares) in one or more transactions. The Reporting Persons have commenced
discussions with the Issuer regarding such a disposition. Notwithstanding the foregoing, the Reporting
Persons have not determined whether OGK-3 will dispose of all or a portion of
the Shares and it is possible that the Reporting Persons may determine not to
dispose of any of the Shares.
As the largest single holder of the Issuers Common
Stock, the Reporting Persons intend to seek representation of OGK-3 on the
Issuers board of directors if one of the Reporting Persons continues to have
beneficial ownership of all or a portion
of the Shares, and the Reporting Persons are engaged in discussions with the
Issuer regarding the same.
The ownership percentages contained in this Amended
Statement and in the cover pages hereto are based upon information
contained in the Issuers most recently available filings with the Securities
and Exchange Commission that, as of May 1, 2009, 129,896,882 shares of
Common Stock were outstanding.
Except
as set forth in this Amended Statement and the Original, the Reporting Persons
do not have any present plans or proposals that relate to or would result in
the occurrence of any of the events specified in clauses (a) through (j) of
the instructions to Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate plans or make
proposals, and take such actions with respect to their investment in the
Issuer, including any action that relates to or would result in the occurrence
of any or all of the events specified in clauses (a) through (j) of
the instructions to Item 4 of Schedule 13D, and any other actions, as they may
determine. The Reporting Persons intend
to review continually the investment in the Issuer, depending upon future
evaluations of the business prospects of the Issuer and upon other
developments, including but not limited to, general economic and business
conditions and stock market conditions.
The Reporting Persons may determine to increase or decrease their equity
position in the Issuer by acquiring additional shares or disposing of some of
the shares it may hold, in each case in accordance with the terms and
conditions of that certain Investor Rights Agreement, dated as of June 29,
2006, among the Issuer, OGK-3, and the other parties thereto, as amended.
Item 5.
Interest in Securities of the
Issuer
Item
5 of the Statement is hereby amended and restated as follows:
(a) -
(b)
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As
of the date hereof, the OGK-3 is the beneficial owner of 44,626,939 shares of
Common Stock, or approximately 34.35% of the Issuers outstanding Common
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2
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Stock. Norilsk Nickel by virtue of its direct and
indirect ownership interest in OGK-3, could, pursuant to Section 13(d) of
the Act and the rules of the Securities and Exchange Commission adopted
thererunder, be deemed to have the power to vote or direct the voting of and
the power to dispose or direct the disposition of, such Common Stock. Pursuant to Rule 13d-4 of the Act, the
filing of this Amended Statement shall not be construed as an admission that
Norilsk Nickel is, for the purpose of section 13(d) or 13(g) of the
Act, the beneficial owner of such shares of Common Stock.
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(c)
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None.
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(d)
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All
persons known to have the right to receive or the power to direct the dividends
from, or the proceeds from the sale of, the securities described in this Item
5 are described in this Statement.
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(e)
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Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
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Item 6 of the Statement is
hereby amended and restated as follows:
OGK-3 may
engage Rockbury Services Inc. to advise OGK-3 with respect to the possible
disposition of all or a portion of the Shares in one or more transactions. The services will be provided on behalf of
Rockbury Services Inc. by Gerard Holden, an independent, non-executive director
of Norilsk Nickel.
Except
as described in this Amended Statement and the Original Statement, the
Reporting Persons do not have any contract, arrangement, understanding, or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
such securities, finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding or proxies.
Item
7.
Materials
to be Filed as Exhibits
The
following documents are filed as exhibits to this Amended Statement:
Exhibit A
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Officers and Directors of Persons Named in Item 2
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Exhibit B
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Agreement Relating to the Joint Filing of Schedule
13D/A dated June 26, 2009
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SIGNATURE
After reasonable inquiry and
to the best of our knowledge and belief, the undersigned certify that the
information set forth in this Amended Statement is true, complete and correct.
Dated: June 26, 2009
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OJSC
THIRD GENERATION COMPANY
OF THE WHOLESALE ELECTRICITY MARKET
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By:
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/s/
Vladimir V. Kolmogorov
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Name:
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Vladimir
V. Kolmogorov
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Title:
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General
Director
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OJSC MMC NORILSK NICKEL
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By:
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/s/ Vladamir I.
Strazhalkvosky
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Name:
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Vladamir I. Strazhalkvosky
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Title:
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CEO (General Director)
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4
EXHIBIT A
OFFICERS AND DIRECTORS OF NORILSK NICKEL
Executive
Officers
Name
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Present Principal Occupation
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Citizenship
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Vladimir
I. Strzhalkovsky
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General
Director
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Russian
Federation
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Valery
A. Matvienko
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First Deputy General Director
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Russian
Federation
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Oleg
M. Pivovarchuk
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First Deputy General Director for External Economic
Activities
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Russian
Federation
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Kirill
Y. Parinov
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Deputy General Director for Corporate, Proprietary
and Legal
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Russian
Federation
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Dmitry
R. Kostoyev
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Deputy General Director, Chief Financial Officer
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Russian
Federation
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Evgeniy
I. Muraviev
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General Director of Kola MMC
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Russian
Federation
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Evgeniy
V. Potapov
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Deputy General Director for International Assets
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Russian
Federation
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Viktor
E. Sprogis
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Deputy General Director for Sales and Distribution
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Russian
Federation
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Viktor
P. Tomenko
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Director of the Polar Division
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Russian
Federation
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D-1
Board
of Directors
Name
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Present Principal Occupation
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Citizenship
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Alexander
S. Voloshin
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Chairman of the Board of Directors of MMC Norilsk
Nickel.
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Russian
Federation
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Dmitry
O. Afanasiev
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Partner at Yegorov, Puginsky, Afanasyev &
Partners Legal Firm
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Russian
Federation
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Sergey
L. Batekhin
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Deputy General Director at Interros Holding Company.
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Russian
Federation
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Andrei
E. Bougrov
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Managing Director of Interros Holding Company
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Russian
Federation
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Alexander
S. Bulygin
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Chairman of the Board of Directors, En+ Group.
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Russian
Federation
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Andrey
A. Klishas
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Vice-President, Chairman of the Board of Directors
of Interros Holding Company.
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Russian
Federation
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Brad
Mills
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Member of the Board of Directors of MMC Norilsk
Nickel.
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USA
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Farhad
Moshiri
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Chairman of the Board of Directors of Metalloinvest
Holding.
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Great
Britain
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Alexander
E. Polevoy
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Chief Financial Officer of Interros Holding Company.
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Russian
Federation
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Maxim
M. Sokov
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Director on Investment Management of UC RUSAL
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Russian
Federation
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Vladislav
A. Soloviev
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General Director of En+ Group
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Russian
Federation
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6
Vladimir
I. Strzhalkovsky
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General Director of MMC Norilsk Nickel
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Russian
Federation
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Gerard
Holden
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Advisor, Rockbury
Services Inc.
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Great
Britain
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OFFICERS AND DIRECTORS OF OGK-3
Executive
Officers
Name
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Present Principal Occupation
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Citizenship
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Vladimir
Kolmogorov
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General
Director
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Russian
Federation
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Vladislav
Nazin
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First
Deputy General Director
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Russian
Federation
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Kulkov
Evgeny
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Deputy
General Director on Corporate and Legal
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Russian
Federation
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Andrey
Gainanov
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Chief
Financial Officer
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Russian
Federation
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Alexandra
Panina
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Deputy
General Director on Energy Markets
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Russian
Federation
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Board
of Directors
Name
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Present Principal Occupation
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Citizenship
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Kirill
Parinov
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Deputy
General Director for Corporate, Proprietary, and Legal of MMC Norilsk Nickel
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Russian
Federation
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Natalya
Gololobova
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Head
of Budget Planning Division of Financial Department of
Interros Holding Company
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Russian
Federation
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Janis
Zenka
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Head of Ownership Structure Administration
Section of Legal Department of Interros Holding Company
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Russian
Federation
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Dmitriy
Kostoev
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Deputy
General Director,
Chief Financial Officer
of
MMC Norilsk Nickel
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Russian
Federation
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7
Oleg
Pivovarchuk
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First Deputy General Director for External Economic
Activities
of
MMC
Norilsk Nickel
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Russian
Federation
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Alexandr
Orelkin
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Chief Expert of the Corporate Department of MMC
Norilsk Nickel
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Russian
Federation
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Maxim
Sokov
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Director on Investments Management of UC RUSAL
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Russian
Federation
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Sergey
Emdin
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General Director of Irkutskenergo
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Russian
Federation
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Vladislav
Solovyev
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General Director of En+ Group
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Russian
Federation
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Oleg
Surikov
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Director
of Corporate Department of MMC Norisk NIckel
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Russian
Federation
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Anton
Chernyi
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Chief
Investment Officer of
Interros Holding Company
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Russian
Federation
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8
EXHIBIT B
AGREEMENT
RELATING TO JOINT FILING OF SCHEDULE 13D/A
In accordance with Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of an Amendment No. 1 to the
Statement on Schedule 13D filed on March 27, 2009 with respect to the
securities of Plug Power Inc. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
Date: June 26, 2009
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OJSC
THIRD GENERATION
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COMPANY
OF THE WHOLESALE
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ELECTRICITY
MARKET
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By:
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/s/
Vladimir V. Kolmogorov
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Name:
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Vladimir
V. Kolmogorov
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Title:
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General
Director
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OJSC MMC NORILSK NICKEL
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By:
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/s/ Vladamir I.
Strazhalkvosky
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Name:
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Vladamir I. Strazhalkvosky
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Title:
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CEO (General Director)
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D-1
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