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) Susan M. Larson
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) N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
NO
6) Citizenship or Place of Organization
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 Susan M. Larson, an
individual having an address c/o 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. Susan M. Larson owns an equity
interest as a minority shareholder in the Purchaser. 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").
Susan M. Larson, the 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. The Purchaser and Ark
have filed separate Schedules 13D and shall file separate
Amendments No. 1 to their respective Schedules 13Ds reporting
their interests in the subject Company Common Shares.
During the last five years, Susan M. Larson has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, Susan M. Larson 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.
Susan M. Larson is a resident of the State of Illinois.
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Item 3. Source and Amount of Funds or Other Consideration.
Susan M. Larson is a minority shareholder and Ark is the
principal and majority shareholder in the Purchaser who
acquired 510,000 Company Common Shares from RMC Limited, a
corporation controlled by Trinidad Cement Limited, 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.
As a result of Susan M. Larson's position as a minority shareholder of
PAL, Susan M. Larson is a beneficial owner of 1,000,000 Company Common Shares
acquired by PAL.
Item 4. Purpose of Transaction.
Susan M. Larson, together with the principal and majority
shareholder, Ark, caused the Purchaser to acquire 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, Susan M. Larson, together with the
principal and majority shareholder, Ark, of the Purchaser,
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, and its minority shareholder, Susan M.
Larson, 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, and its minority shareholder, Susan M.
Larson, 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, and its minority shareholder, Susan M.
Larson, 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 her
Schedule 13D, Susan M. Larson 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 her 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") and the Purchaser, 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 and Susan M. Larson is the
minority shareholder of the Purchaser. Accordingly, Susan M.
Larson, the Purchaser and Ark beneficially own, together with
her prior acquisition 1,000,000 Company Common Shares or
approximately 38.4% of the outstanding shares of Common Stock
of the Company.
(b) Susan M. Larson, 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, Susan M. Larson has not
effectuated any transactions in the Common Stock of the
Company except as reported on her Schedule 13D and this
Amendment No. 1.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
Susan M. Larson 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 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, Susan M. Larson and the Purchaser share the
beneficial ownership and dispositive power over the subject
Company Common Shares with the Purchaser's 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, Individual
form 13Da.lar
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