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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)(1)
PHOTOCOMM, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
719319-10-5
(CUSIP Number)
John D. Kuhns
Chairman of the Board and Chief Executive Officer
The New World Power Corporation
The Farmhouse
558 Lime Rock Road
Lime Rock, CT 06039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1996
(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 this 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.
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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.
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Page 2 of 9 Pages
The information required on the remainder of this cover page shall not be deemed
to be "filed" for purposes 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).
(1) Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
The New World Power Corporation, a Delaware corporation,
I.R.S. Identification No. 52-1659436
(2) Check the Appropriate Box if a member of a Group (See
Instructions):
(a)
(b)
(3) SEC Use Only:
(4) Source of Funds (See Instructions): Not applicable.
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to items 2(d) or 2(e): /X/
(6) Citizenship or Place of Organization: Delaware
Number of Shares (7) Sole Voting Power: 8,112,447
Beneficially Owned (8) Shared Voting Power:
By Each Reporting (9) Sole Dispositive Power: 8,112,447
Person With (10) Shared Dispositive Power:
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
8,112,447
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): / /
(13) Percent of Class Represented by Amount in Row (11): 54.4%
(14) Type of Reporting Person (See Instructions): CO
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This Amendment No. 7 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; and Amendment No. 6
("Amendment No. 6") filed with respect to an event on August 15, 1995
(collectively, the "Statement").
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $0.10 per share (the
"Common Stock") of Photocomm, Inc., an Arizona corporation (the "Issuer"), whose
principal executive offices are located at 7681 East Gray Road, Scottsdale,
Arizona 85260.
Item 2. Identity and Background.
This Amendment is being filed by The New World Power Corporation, a
Delaware corporation ("New World"). The principal business of New World is the
production and sale of electric power generated from renewable resources and the
development and acquisition of large-scale renewable power generating projects.
The address of its principal office is 558 Lime Rock Road, Lime Rock,
Connecticut 06039.
The name, business address, present principal occupation or employment and
citizenship of each executive officer and director of New World are set forth on
Schedule 1 hereto.
During the past five years, neither New World nor, to the knowledge of New
World, any of the other persons named in Schedule 1 has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any such person was or is subject
to any 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, except that on June 6, 1995,
the SEC issued an order against John D. Kuhns, Chairman of the Board and Chief
Executive Officer of New World, to cease and desist from omitting or causing any
violation of Section 13(d) or 16(a) of the Exchange Act, and Rules 13d-1,
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13d-2, 16a-2 and 16a-3 thereunder. Mr. Kuhns consented to the entry of the order
without admitting or denying the allegations therein.
Item 3. Source and Amount of Funds or Other Consideration.
New World acquired beneficial ownership of the 8,112,447 shares of Common
Stock reported in Item 5 below through the use of an aggregate of $4,709,375 of
working capital and the exchange of an aggregate of 713,840 shares of common
stock of New World.
Item 4. Purpose of Transaction.
New World beneficially owns an aggregate of 8,112,447 shares of Common
Stock, including 1,500,000 shares which New World has the right to acquire
pursuant to currently exercisable options.
The purpose of entering into these transactions was to acquire a majority
of the voting power of the Issuer's capital stock. Control of a majority of the
voting power of the issued and outstanding voting shares is generally required
for a company to consolidate its financial statements with those of another
company.
Pursuant to a Stock Purchase Agreement, dated as of October 15, 1993, by
and among New World, the Issuer, Westinghouse Electric Corporation
("Westinghouse"), Programmed Land, Inc. ("PLI") and Mr. Robert R. Kauffman, the
Issuer's chief executive officer (the "Initial Purchase Agreement"), New World
has the right to nominate directors to the Issuer's board of directors so that
New World's representation on the Issuer's board of directors will be
commensurate with its ownership of the Issuer's voting stock. PLI and Mr.
Kauffman have agreed to vote their shares, and all shares for which the Issuer's
management or board members hold proxies (including undesignated proxies) except
as may otherwise be provided by shareholders submitting such proxies, for New
World's designees to the Issuer's board. The Issuer currently has cumulative
voting for the election of directors, which permits the holder of a share of its
voting stock to cast the number of votes equal to the number of directors being
elected. Such votes may be cast for one director or distributed among two or
more directors. Three of the seven members of the current board of directors of
the Issuer are representatives of New World.
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, or the disposition of securities of the
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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.
Item 5. Interest in Securities of the Issuer.
On November 10, 1993, New World purchased 3,412,221 shares of Common Stock
and acquired options for the purchase of 6,100,000 additional shares of Common
Stock, all pursuant to the Initial Purchase Agreement.
New World acquired an additional 2,160,226 shares of Common Stock on August
30, 1994.
New World purchased an aggregate of 40,000 shares of Common Stock in the
open market between August 31, 1994 and September 14, 1994 and acquired an
additional 600,000 shares pursuant to a partial exercise of a stock option on
September 30, 1994.
On February 10, 1995, New World acquired 400,000 shares of Common Stock
from PLI at a purchase price of $2.00 per share pursuant to a partial exercise
of a stock option.
On December 31, 1995, New World's purchase option for 2,600,000 shares of
Common Stock at $2.50 per share expired pursuant to its terms.
On January 1, 1996, the aggregate number of shares of Common Stock
beneficially owned by New World was 8,112,447 (54.4% of the issued and
outstanding shares of Common Stock), which includes 1,500,000 shares purchasable
upon the exercise of the options
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described in Item 4 above. New World has the sole power to vote and dispose of
such shares, subject to a right of first refusal covering the shares acquired
pursuant to the Initial Purchase Agreement and the terms of the Note Pledge
Agreement described in Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On December 30, 1994, New World pledged 2,900,000 shares of Common Stock to
Sundial International Fund Limited, a Cayman Islands company limited by shares
("Sundial"), pursuant to a pledge agreement to secure New World's obligations
under a guaranty agreement in favor of Sundial in respect to a $2.2 million
promissory note due December 29, 1995 issued by one of New World's wholly-owned
subsidiaries. This pledge agreement terminated pursuant to its terms and the
shares were released from the security interest thereunder on December 22, 1995.
Such shares remain subject to the pledge described in the following paragraph.
On August 15, 1995, New World pledged 6,612,447 shares of Common Stock to
the purchasers (the "Purchasers") of New World's 8% Convertible Subordinated
Notes due July 31, 2000 (the "Notes") pursuant to a Pledge Agreement (the "Note
Pledge Agreement") to secure New World's obligations under the Notes. During the
term of the Note Pledge Agreement, New World retains sole voting power over the
pledged stock so long as no event of default occurs under the Note Pledge
Agreement.
Except as described herein, to the knowledge of New World, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among any of the persons named in Schedule 1 or between such persons and any
other person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or holding or proxies.
Item 7. Material to be Filed as Exhibits.
A. Stock Purchase Agreement, dated as of October 15, 1993, by
and among New World, the Issuer, 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).
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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. 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).
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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.
THE NEW WORLD POWER CORPORATION
Dated: January 10, 1996 By:/s/ Anthony J. Baratta, Jr.
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Anthony J. Baratta, Jr.
Executive Vice President &
Chief Financial Officer
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Schedule 1 - Certain Information Regarding Each Executive
Officer and Director of New World
Item 2. Identity and Background (Cont'd)
<TABLE>
<CAPTION>
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Position with New World
and Principal Occupation
Name Business Address or Employment Citizenship
---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
John D. Kuhns The New World Power Chairman of the Board and a United States
Corporation Director of New World
558 Lime Rock Road
Lime Rock, CT 06039
Robert W. MacDonald William E. Simon & Sons Vice Chairman and a Director of New United States
10990 Wilshire Boulevard World, and a managing director of
Suite 1750 William E. Simon & Sons, a merchant
Los Angeles, CA 90024 banking firm
Anthony J. Baratta, The New World Power Executive Vice President and Chief United States
Jr. Corporation Financial Officer
558 Lime Rock Road
Lime Rock, CT 06039
Gerald Cummins Mancum Graphics Director of New World and private United States
1270 Broadway, Room 803 investor
New York, NY 10001-3211
Nazir Memon, M.D. 504 North Harvard Avenue Director of New World and a United States
Ventnor, NJ 08406 pulmonologist in private practice
Herbert L. Oakes, Oakes, Fitzwilliams & Director of New World and a United States
Jr. Co. Limited managing director of Oakes
Byron House Fitzwilliams & Co., Limited, an
7-9 St. James's Street investment banking firm
London SW1A 1EE, England
Lucien Ruby Quest Ventures Director of New World, and Managing United States
126 South Park General Partner of Quest Ventures,
San Francisco, CA 94107 a venture capital firm
</TABLE>
