SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Computer Power Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
205272107
(CUSIP Number)
Joseph J. Tomasek, Esq.
75-77 North Bridge Street, Somerville, New Jersey 08876
(908) 429-0030
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 11, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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 ("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).
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CUSIP No 205272107
1) Names of Reporting Persons, I.R.S. Identification Nos. of Above
Persons (entities only) Public Access Lighting, L.L.C.
EIN: 36-4250357
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
NO
6) Citizenship or Place of Organization
State of Illinois, U.S.A.
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 1,000,000
Owned by
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 1,000,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
38.4
14) Type of Reporting Person (See Instructions)
CO
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COMPUTER POWER INC.
(CUSIP NO. 205272107 )
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par
value, per share (the "Common Stock"), of Computer Power Inc.
(the "Company"). The principal executive offices of the
Company are located at 124 West Main Street, High Bridge, New
Jersey 08829.
Item 2. Identity and Background.
This statement is filed on behalf of Public Access Lighting,
L.L.C. (the "Purchaser"), a limited liability company formed
under the laws of the State of Illinois, having its principal
executive offices located at 13603 South Halsted Street,
Riverdale, Illinois 60627. The Purchaser owns and operates
several companies engaged in the development, manufacture and
marketing of institutional lighting products. The Purchaser's
majority and principal stockholder is Ark Direct Capital Fund,
L.P., a limited partnership organized under the laws of the
State of Delaware, having its principal executive offices
located at 150 North Wacker Drive, Suite 2650, Chicago,
Illinois 60606 ("Ark"). Purchaser and Ark, because of their
shared beneficial ownership and shared dispositive powers with
respect to the subject Company Common Shares are deemed a
group for purposes of this acquisition. Ark has filed a
separate Schedule 13D and shall file its separate Amendment
No. 1 to its Schedule 13D reporting its interests in the
subject Company Common Shares.
During the last five years, the Purchaser has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, the Purchaser has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a 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.
The Purchaser is a limited liability company organized under
the laws of the State of Illinois.
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Item 3. Source and Amount of Funds or Other Consideration.
The Purchaser acquired 510,000 Company Common Shares from RMC
Limited, a corporation controlled by Trinidad Cement, as well
as the following enumerated equity and debt interests of the
Company, held by Readymix (West Indies) Limited, another
corporation controlled by Trinidad Cement Limited for an
aggregate purchase price of $130,000 on February 11, 1999:
1. A Subordinated Note of Computer Power Inc. in the principal
amount of $700,000, dated September 20, 1994, held of record by Readymix
(West Indies) Limited; and
2 A Convertible Debenture of Computer Power Inc. in the
principal amount of $300,000, dated December 1, 1994, held of record by
Readymix (West Indies) Limited; and
3. Stock Subscription Warrant of Computer Power Inc., dated
April 13, 1998 for 100,000 shares of common stock held of record by Readymix
(West Indies) Limited.
The Purchaser utilized funds from its own working capital to
acquire all of the above identified equity and debt interests
of the Company.
Item 4. Purpose of Transaction.
The Purchaser, together with its principal and majority
shareholder, Ark, acquired the Common Shares of the Company to
provide it with a significant equity investment in the Company
and with the intent of acquiring control of the Company.
At the present time, the Purchaser, together with its
principal and majority shareholder, Ark, intend to retain
ownership of the Common Shares subject to its continuing
evaluation of the Company and those factors noted below. The
Purchaser, together with its principal and majority
shareholder, Ark, may conclude that its best interests are
served by (a) proposing a merger or similar transaction
between the Company and the Purchaser or an affiliate of the
Purchaser, (b) acquiring additional shares of Company Common
Stock through open market purchases or privately negotiated
transactions or commencing a tender or exchange offer, (c)
otherwise seeking to influence the management and policies of
the Company to enhance the value of all of the shares of
Common Stock, (d) selling or otherwise disposing of some or
all of its shares of Common Stock in the open market or in
private transactions, or (e) soliciting proxies from
stockholders of the Company with the objective of electing
additional nominees to the Company's Board of Directors.
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Any decision to increase the holdings of the Purchaser in the
Company will depend on numerous factors, including, without
limitation, the price of the shares of Common Stock, the terms
and conditions relating to their purchase and sale, regulatory
conditions, the availability of any required financing and the
prospects and profitability of the Company. At any time, the
Purchaser, together with its principal and majority
shareholder, Ark, may also determine to dispose of some or all
of the Company's Common Shares depending on various similar
considerations.
The Purchaser, together with its principal and majority
shareholder, Ark, are currently engaged in discussions with
the Board of Directors of the Company concerning all of these
enumerated issues. Other than as described in this Amendment
No. 1 to its Schedule 13D, the Purchaser does not have any
specific plans or proposals that relate to or would result in
any of the actions specified in clauses (a) through (j) of
item 4 of Amendment No. 1 to its Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the purchase of the 510,000 Company Common
Shares from RMC Limited and Trinidad Cement Limited
(collectively, the "Sellers"), the 510,000 Company Common
Shares shall be issued in the name of the Purchaser, Public
Access Lighting, L.L.C. Ark Direct Capital Fund, L.P., a
limited partnership formed under the laws of the State of
Delaware ("Ark") is the principal and majority shareholder of
the Purchaser. Accordingly, the Purchaser and Ark beneficially
own, together with its prior acquisition, 1,000,000 Company
Common Shares or approximately 38.4% of the outstanding shares
of Common Stock of the Company.
(b) The Purchaser and Ark have the sole power, acting
together, to vote or to direct the vote of, and to dispose or
to direct the disposition of an aggregate 1,000,000 Company
Common Shares.
(c) During the past 60 days, the Purchaser has not effectuated
any transactions in the Common Stock of the Company except as
reported on its Schedule 13D and this Amendment No. 1.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
The Purchaser does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with
respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of
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profits, division of profits or loss, or the giving or
withholding of proxies, nor are any of the Company Common
Shares owned by Purchaser subject to any contingency the
occurrence of which would give another person voting power or
investment power over such securities, except, however, the
Purchaser shares the beneficial ownership and dispositive
power over the subject Company Common Shares with its
principal and majority shareholder, Ark Direct Capital Fund,
L.P.
Item 7. Materials to be Filed as Exhibits
The following documents are filed as exhibits hereto: NONE
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 17, 1999
Signature: s/Susan M. Larson
Name/Title: Susan M. Larson, President
form 13Da.pal
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