August 19, 2008
SEC - NY Regional
3 World Financial Center, Suite 400
New York, NY 10281-1022
RE: SEC S-1 application for First Wind Holdings Inc. IPO
Cohocton Wind Watch urges the SEC to investigate First Wind Holdings Inc. and all their numerous corporate names. The S-1 disclosure application illustrates alleged fraudulent misrepresentation. CWW seeks guidance as the specific areas of evidence that your office would include in an investigation. Presently the volumes of evidence are being arranged to provide sample of documents that may be helpful in your review as to the specific breach of SEC statues.
From a careful reading of the S-1, it seems that the enormous debt financing for several projects has not been included. The standard pattern of using LLC shell companies to build and assume debt financing for each project are not reflected in the disclosures. It is obvious that the intent of submitting a future addendum for subsidiary companies is an attempt to hide the extent of the actual debt that exists from the SEC.
Cohocton Wind Watch has been tracking and questioning the activities of UPC/First Wind and its subsidiaries since 2005. After our complaint for an anti-trust investigation of the wind industry in NYS, groups around the country have contacted CWW. CWW have been involved with the NYS PSC, DEC, DOT and since last fall the State Attorney General’s office. Our group is concerned with the lack of oversight of the wind industry and the health and safety of the NYS public at large. First Wind has a track-record around the country of disregard for obtaining proper permits before starting construction or erecting meteorological test towers. We will provide documents including a stop work order, building permit issued for Cohocton after construction started, and problems of proper permits not being obtained with the County highway department prior to construction.
First Wind formerly known as UPC Wind uses various subsidiary names and various versions of those names in all their projects. We will supply applications and filings with NYS agencies using subsidiary names that no longer exist or never did exist legally. (Shady Dealings, Zeehan Zinc, Solar energy, anti-trust summary) Please especially note the use of UPC Wind Partners in these legal documents. UPC Wind Partners became Oregon Wind Partners in April of 2004 according to documents filed in Oregon as well as documents from the State of Delaware. You can view these documents at www.cascadewind.com. There are also many instances where the various subsidiaries were not registered to do business in a timely manner in NYS. And many examples were business entities were not registered with the State of Delaware, at all. CWW will provide a comprehensive list in the next few days.
Additionally the founders and management appear to change their biographical information to suit the situation. They are involved in a large number of subsidiaries, for which there is much conflicting information supplied as press releases by UPC/First Wind and from other sources. These documents will be faxed.
Many of the statements in the S-1 filing regarding First Wind’s due diligence as to wind data and their own meteorological department have not been apparent in the Cohocton Project. Documents will be provided. From leases, requiring no building within 20X rotor diameter, to statements made in the Cohocton DEIS, to statements in the prospectus it would appear the company is aware of interference affecting turbine performance. Yet in Cohocton, we have a class 3 wind resource and there is less than 1000 feet between some turbines. (Exhibit Truwind map and DEIS maps will be forwarded). UPC also proceeded with construction in Cohocton prior to receiving some of their permits and aware of the fact that Clipper was having problems with the 2.5 C96 Liberty turbine to be used in the Cohocton project. Paul Gaynor filed three applications with NYSERDA in January of 2007 making numerous false statements in each. Statements regarding leases, size, Yes! Wind, SUP in March, CPP owns assets, owned by UPC New York Wind, owned by UPC Wind Partners will be addressed.
There are additional lawsuits against UPC/First Wind, which are not listed. There are problems with their Mars Hill project pertaining to noise. An appeal has been filed with the Vermont PSC. There are two suits for non- payment for equipment filed. We will provide the details.
We can provide many documents electronically, by fax or mail a hardcopy. Please let us know which is preferable and any item you would be especially interested in our addressing first.
Cohocton Wind Watch stands ready to spend the time and effort in order to assist the SEC in fulfilling their duty in protecting the public from unscrupulous IPO filing.
If the SEC would like to arrange a personal meeting, some of our members are willing to travel to your office with supporting documentation that would help in an investigation.
Thank you for your further input on the appropriate methods to facilitate a comprehensive review of First Wind Holdings Inc. before any IPO approval.
Cordially,
James Hall for CWW
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