SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)(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)
ROBERT H. FRIEDMAN, 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)
APRIL 11, 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.
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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)
54.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 8 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; and Amendment No. 7 with
respect to an event on January 1, 1996 ("Amendment No. 7") (collectively, the
"Statement").
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended in pertinent part as follows:
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.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following:
On April 11, 1996, the Board of Directors of New World
approved an agreement in principle regarding restructuring of New World's debt
obligations to Sundial International Fund Limited ("Sundial") and the holders of
New World's 8% Convertible Subordinated Notes due July 31, 2000 (the "Notes").
The agreements in principle are subject to the execution of definitive documents
by all parties.
In connection with this debt restructuring, New World has
determined to seek a buyer for its shares of the Issuer. Under the restructured
debt obligations, the holders of the Notes, to whom the shares are pledged (see
Item No. 6 below), have approved in advance any sale in which New World receives
gross cash proceeds in excess of $2.50 per share. No determination has been made
by New World as to the manner of sale, except that the Company intends to sell
the shares in a single transaction, either in a private sale to one or more
buyers or in a registered public offering. New World intends to seek to complete
the sale by November 30, 1996, in order to comply with the repayment terms of
the restructured Notes. New World may ask other large shareholders of the Issuer
to put their shares up for sale at the same time. New World's nominees on the
board of the Issuer have proposed that the Issuer's board consider whether the
Issuer, or substantially all of its assets, should be sold through an auction
process to the highest bidder. Should the board of the Issuer decline to pursue
such a sale, the Company reserves its right to pursue such courses as it deems
appropriate, including either seeking a change in the Issuer's
<PAGE>
board or selling the shares of the Issuer owned by New World without taking
further action to influence the Issuer's board.
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is amended by adding the following:
On or about December 22, 1995, New World repaid the $2.2
million promissory note due Sundial, issued by one of New World's wholly-owned
subsidiaries. The shares pledged to Sundial pursuant to the Sundial Pledge
Agreement were released, but remain subject to the Note Pledge Agreement
discussed in Amendment No. 6.
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: April 17, 1996 By: /s/ George P. Petrenko
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George P. Petrenko
Interim Chief Executive
Officer
<PAGE>
Amended Schedule 1 - Certain Information Regarding Each
Executive Officer and Director of New
World
ITEM 2. IDENTITY AND BACKGROUND (CONT'D)
<TABLE>
<CAPTION>
Position with New World
and Principal Occupation
Name Business Address or Employment Citizenship
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<S> <C> <C> <C>
John D. Kuhns The New World Power Chairman of the Board and United States
Corporation a Director of New World
558 Lime Rock Road
Lime Rock, CT 06039
Robert W. MacDonald William E. Simon & Sons Vice Chairman and a United States
10990 Wilshire Boulevard Director of New World,
Suite 1750 and a managing director
Los Angeles, CA 90024 of William E. Simon &
Sons, a merchant banking
firm
Gerald Cummins Mancum Graphics Director of New World and United States
1270 Broadway, Room 803 private investor
New York, NY 10001-3211
Nazir Memon, M.D. 504 North Harvard Avenue Director of New World and United States
Ventnor, NJ 08406 a pulmonologist in
private practice
Herbert L. Oakes, Jr. Oakes, Fitzwilliams & Director of New World and United States
Co. Limited a managing director of
Byron House Oakes, Fitzwilliams &
7-9 St. James's Street Co., Limited, an
London SW1A, 1EE, England investment banking firm
Lucien Ruby Quest Ventures Director of New World, United States
126 South Park and Managing General
San Francisco, CA 94107 Partner of Quest
Ventures, a venture
capital firm
George P. Petrenko The New World Power Interim Chief Executive United States
Corporation Officer of New World
558 Lime Rock Road
Lime Rock, CT 06039
</TABLE>
