SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Distributed Energy Systems Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
25475V104
-------------------
(CUSIP Number)
February 19, 2004
-----------------------------
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5
* 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 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).
SCHEDULE 13G
CUSIP NO. 25475V104 PAGE 2 OF 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 2,103,864
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,470,998
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,103,864
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,470,998
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,574,862
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN-IA-OO*
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 5
Item 1(a). Name of Issuer: Distributed Energy Systems Corp.
Item 1(b). Address of Issuers's Principal Executive Offices: 10 Technology Drive
Wallingford, CT 06492
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive, Naples, Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 25475V104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to Rule 13d-1(c).
Item 4. OWNERSHIP: The reporting person shares dispositive and voting power
with respect to 1,470,998 of the reported securities as an investment
advisor to the trustee of a certain family trust. The reporting person
has sole dispositive and voting power with respect to 2,103,864 of the
reported securities (i) as the custodian to accounts set up under the
Florida Uniform Gift to Minors Act, (ii) as the manager of a limited
liability company that is the general partner of a certain limited
partnership and (iii) as an individual.
(a) 3,574,862
(b) 10.1%
(c) (i) sole voting power: 2,103,864
(ii) shared voting power: 1,470,998
(iii) sole dispositive power: 2,103,864
(iv) shared dispositive power: 1,470,998
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller, III have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the reported securities.
PAGE 4 OF 5
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Page 5 of 5
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 20, 2004 /s/ Lloyd I. Miller, III
--------------------------------
Lloyd I. Miller, III