COMPUTER POWER INC
8-K/A, 1999-02-23
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                           Amendment No. 1 to Form 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) February 11, 1999


                               COMPUTER POWER INC.
             (Exact name of registrant as specified in its charter)


                          New Jersey 0-15927 22-1981869
             (State or other jurisdiction (Commission (IRS Employer
                 of incorporation) File No.) Identification No.)



               124 West Main Street, High Bridge, New Jersey 08829
                     (Address of principal executive office)


         Registrant's telephone number, including area code 908-638-8000



          (Former name or former address, if changed since last report)






<PAGE>


Item 1.           CHANGES IN CONTROL OF REGISTRANT.

                  On February  11,  1999,  Public  Access  Lighting,  L.L.C.,  a
                  limited  liability  company formed under the laws of the State
                  of Illinois  ("PAL"),  acquired 510,000 shares of Registrant's
                  Common Stock in a private sale from RMC Limited, a corporation
                  controlled by Trinidad Cement Limited as well as the following
                  equity and debt interests from Readymix (West Indies) Limited,
                  another corporation  controlled by Trinidad Cement Limited for
                  an aggregate  purchase  price of $130,000:  (1) a Subordinated
                  Note  of  Computer  Power  Inc.  in the  principal  amount  of
                  $700,000,   dated   September  20,  1994,  (2)  a  Convertible
                  Debenture of Computer  Power Inc. in the  principal  amount of
                  $300,000, dated December 1, 1994, and (3) a Stock Subscription
                  Warrant of Computer  Power Inc.,  dated  April 13,  1998,  for
                  100,000 shares of common stock of Computer Power Inc.

                  PAL's  purchase of the 510,000 shares of  Registrant's  Common
                  Stock on February 11, 1999,  combined with its prior  purchase
                  on January  27,  1999 of  490,000  Registrant  Common  Shares,
                  results  in a  current  beneficial  ownership  position  of an
                  aggregate 1,000,000 common shares, representing an approximate
                  38.4% of all of  Registrant's  issued and  outstanding  Common
                  Shares.

                  PAL  owns  and  operates  several  companies  engaged  in  the
                  development,   manufacture  and  marketing  of   institutional
                  lighting  products.  Ark Direct Capital Fund,  L.P., a limited
                  partnership organized under the laws of the State of Delaware,
                  having its principal offices located in Chicago,  Illinois, is
                  the  principal  stockholder  of PAL and Susan M.  Larson,  the
                  President of PAL and a recently appointed Director of Computer
                  Power Inc., is the minority shareholder of PAL.

Item 7.           Financial Statements and Exhibits: NONE


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

February 22, 1999                        By: s/John M. Perry
                                         --------------------------------------
                                              John M. Perry
                                         President and Chief Executive Officer




cpi-8k.1A


<PAGE>


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