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) Ark Direct Capital Fund, L.P.
EIN: 36-4103572
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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
Delaware
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)
PN
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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 Ark Direct Capital Fund,
L.P. ("ARK"), a limited partnership formed 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 is the principal and majority shareholder
of Public Access Lighting, L.L.C., a limited liability company
formed under the State of Illinois ("PAL") which company is
the recordholder of the Company Common Stock whose acquisition
is reported in this Amendment No. 1 to its Schedule 13D. ARK
and PAL share beneficial ownership and dispositive power of
the Company Common Shares identified in this Amendment No. 1
to its Schedule 13D. ARK is a private investment fund that
owns its interest in PAL through Holcor Holding, Inc.
During the last five years, ARK has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, ARK 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.
ARK is a limited partnership organized under the laws of the
State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
ARK is a principal and majority shareholder of Public Access
Lighting, L.L.C., a limited liability company formed under the
laws of the State of Illinois ("PAL") who acquired 510,000
Company Common Shares from RMC Limited a corporation
controlled by Trinidad Cement Limited, on February 11, 1999 as
well as the following debt and equity interests of the Company
from Readymix (West Indies) Limited, another corporation
controlled by Trinidad Cement Limited, for an aggregate
purchase price of $130,000:
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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 ARK's position as a principal and majority shareholder
of PAL, ARK is a beneficial owner of 1,000,000 Company Common Shares acquired by
PAL.
Item 4. Purpose of Transaction.
ARK, through its position as the principal and majority
shareholder of PAL, 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, ARK, through its position as the
principal and majority shareholder of PAL, intends to retain
ownership of the Common Shares subject to its continuing
evaluation of the Company and those factors noted below. ARK,
as a result of its position as the principal and majority
shareholder of PAL, may conclude that its best interests are
served by (a) proposing a merger or similar transaction
between the Company and PAL or an affiliate of PAL, (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.
Any decision to increase the holdings of PAL 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, ARK,
as the principal and majority shareholder of PAL, may also
determine to dispose of some or all of the Company's Common
Shares depending on various similar considerations.
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ARK, as the principal and majority shareholder of PAL, is
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, ARK 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 purchase of the 510,000 Company Common Shares
from RMC Limited and Trinidad Cement Limited (collectively,
the "Sellers") and PAL, the 510,000 Company Common Shares
acquired shall be issued in the name of Public Access
Lighting, L.L.C. Since ARK is the principal and majority
shareholder of PAL, ARK and PAL 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) ARK and PAL 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, ARK 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.
ARK 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, ARK
shares the beneficial ownership and dispositive power over the
subject Company Common Shares with Public Access Lighting,
L.L.C., the recordholder of the subject shares.
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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/Steven Sprindis
Name/Title: Steven Sprindis , Associate
form 13Da.ark
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