SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)1
PHOTOCOMM, INC.
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(Name of issuer)
Common Stock, par value $.10 per share
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(Title of class of securities)
719319-10-5
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(CUSIP number)
ILAN K. REICH, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
JULY 31, 1996
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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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class.) (See Rule 13d-7).
NOTE. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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1 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.
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The New World Power Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,112,442
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
8,112,442
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,112,442
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 9 to Schedule 13D (the "Amendment") amends
the Schedule 13D filed with respect to an event on November 10, 1993, as
previously amended by Amendment No. 1 ("Amendment No. 1") filed with respect to
an event on August 30, 1994; Amendment No. 2 ("Amendment No. 2") filed with
respect to an event on October 19, 1994; Amendment No. 3 ("Amendment No. 3")
filed with respect to an event on December 30, 1994; Amendment No. 4 ("Amendment
No. 4") filed with respect to an event on February 10, 1995; Amendment No. 5
("Amendment No. 5") filed with respect to an event on March 10, 1995; Amendment
No. 6 with respect to an event on August 15, 1995; Amendment No. 7 with respect
to an event on January 1, 1996 ("Amendment No. 7") and Amendment No. 8 with
respect to an event on April 11, 1996 ("Amendment No. 8") (collectively, the
"Statement").
Item 4. Purpose of Transaction.
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Item 4 is amended by adding the following:
On July 31, 1996, New World entered in a letter of intent with
a New York Stock Exchange listed company for the sale of all of its shares in
the Issuer. The press release describing such letter of intent is annexed as
Exhibit H and incorporated herein by reference.
Other than as indicated herein, New World has no present plans
or proposals which relate to or would result in any of the following (although
New World reserves the right to develop such plans or proposals): (i) the
acquisition of additional securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Issuer's board of directors; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other
material change in the business or corporate structure of the Issuer; (vii) any
other material change in the Issuer's articles of incorporation or by-laws or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to any of those enumerated above.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
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Item 6 is amended by adding the following:
On July 31, 1996, New World entered in a letter of intent with
a New York Stock Exchange listed company for the sale of all of its shares in
the Issuer. The press release describing letter of intent is annexed as Exhibit
H and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
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A. Stock Purchase Agreement, dated as of October 15, 1993,
by and among New World, Photocomm, Westinghouse, PLI and
Mr. Kauffman (submitted with the initial filing).
B. Voting Agreement, dated as of October 7, 1994, by and
between New World and Mr. Kauffman (submitted with
Amendment No. 2).
C. First Amendment to Voting Agreement, dated as of
December 30, 1994, by and between New World and
Mr. Kauffman (submitted with Amendment No. 3).
D. Stock Pledge Agreement, dated as of December 30, 1994, by and
among New World, Sundial and Gilmartin, Poster & Shafto, as
escrow holder (submitted with Amendment No. 3).
E. Option Extension Agreement, dated as of December 30,
1994, by and between New World and PLI (submitted with
Amendment No. 3).
F. Stock Pledge Agreement, dated as of March 10, 1995, by
and among New World, J.A. Jones Construction Company and
Control y Aplicaciones Mexicana, S.A. (submitted with
Amendment No. 5).
G. Stock Pledge Agreement, dated as of August 15, 1995, by
and between New World and Robert Fleming & Co., Ltd., as
agent (submitted with Amendment No. 6).
H. Press Release dated August 6, 1996.
<PAGE>
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.
THE NEW WORLD POWER CORPORATION
Dated: August 6, 1996 By: /s/ Frederic Mayer
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Frederic Mayer
Acting Chief Financial Officer
EXHIBIT H
NEW WORLD POWER ANNOUNCES AGREEMENT IN PRINCIPLE FOR THE
SALE OF ITS SOLAR PHOTOVOLTAICS INTERESTS.
For Immediate Release
August 6, 1996
CONTACT Frederic Mayer Hank Hermann
Acting Chief Financial Officer (214) 871-9445
The New World Power Corporation
558 Lime Rock Road
Lime Rock, CT 06039
(860) 435-4000
Lime Rock, CT--August 6, 1996-The New World Power Corporation
(NASDAQ-NMS:NWPC) announced today that it has executed a letter of intent with a
New York Stock Exchange listed company to sell New World Power's approximately
46% share interest in Photocomm, Inc. (NASDAQ-NMS: PCOM), a manufacturer of
solar power systems, and its 51% share interest in Solartec, S.A, a privately
held Argentinean solar manufacturing and distribution company.
The proceeds from the sale of New World Power's shares of Photocomm,
Inc. and Solartec, S.A. will be used to retire a substantial portion of the
Company's Convertible Subordinated Notes held by the Flemings Group. In
anticipation of the above transaction, those noteholders have agreed to extend
certain covenant provisions requiring the sale of a portion of New World's
assets by July 31, 1996.
The transaction is subject to a number of conditions, including
negotiation and execution of definitive agreements. In addition, the transaction
will be subject to approval by New World Power's shareholders at the Company's
Annual Meeting, which is expected to be held in the fourth quarter of 1996.
In light of this development, the Board of Directors of New World Power
concluded that the management services of Glass & Associates were no longer
necessary. Accordingly, the Board has exercised its right to terminate that
engagement. The Board expressed its thanks to Mr. George Petrenko for the
services he has rendered as the Company's Interim CEO. The Company is currently
engaged in negotiations with an Engineering Procurement and Construction Company
to retain the services of one of its executives as new Interim CEO.
NEW WORLD POWER CORPORATION IS AN INTERNATIONAL PRODUCER OF ELECTRICITY
GENERATED FROM WIND ENERGY, SOLAR ENERGY AND HYDROPOWER. THE COMPANY DEVELOPS,
MANUFACTURES AND MARKETS ELECTRICAL GATHERING SYSTEMS POWERED BY RENEWABLE
RESOURCES AND ALSO PROVIDES RELATED SERVICES.
