NEW WORLD POWER CORPORATION
8-K/A, 1996-10-29
ENGINES & TURBINES
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                              --------------------

                                   FORM 8-K/A

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): October 29, 1996

                         The New World Power Corporation
                         -------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                        0-18260                  52-1659436
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                (IRS Employer
   of incorporation)               File Number)            Identification No.)

         The Farmhouse, 558 Lime Rock Road, Lime Rock, Connecticut 06039
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (860) 435-4000


                                       N/A
- --------------------------------------------------------------------------------
           (Former name or former address, if changed since report.)
<PAGE>
         ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On  September  10,  1996,  Price  Waterhouse  LLP ("Price  Waterhouse")
declined to stand for reelection as independent  accountants to the  Registrant.
Price Waterhouse's report on the financial  statements of the Registrant for the
fiscal year ended December 31, 1995 (the only period for which Price  Waterhouse
was engaged as independent  accountants)  did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles,  except that Price Waterhouse's report included
a reference to a substantial doubt about the Registrant's ability to continue as
a going  concern.  In connection  with its audit for the year ended December 31,
1995 and through September 10, 1996, there have been no disagreements with Price
Waterhouse  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the  satisfaction of Price Waterhouse would have caused them to make
reference thereto in their report on the financial  statements for such year. In
connection  with  the  audit of the  financial  statements  for the  year  ended
December  31,  1995,  Price  Waterhouse  reported  to  management  and the Audit
Committee of the Board of Directors that the following material weaknesses exist
in the internal control structure:

1.       Procedures  for  obtaining  and  maintaining  documentation  supporting
         certain of the Company's foreign investment is not adequate.

2.       Certain of the Company's significant  affiliates do not have sufficient
         financial  expertise to reduce the risk of financial  misstatement to a
         relatively low level.

There were no other reportable events or disagreements  with Price Waterhouse to
report as defined in Regulation S-K Item 304(a)(1)(v).

Management of the  Registrant has  endeavored to address these  weaknesses  this
year, and believes it has made  significant  progress  towards  resolving  those
concerns.

The  Registrant  has requested  that Price  Waterhouse  furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees with the above statements. A copy of such letter, dated October 29, 1996,
is filed as Exhibit 16 to this Form 8-K.

         ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         The  Registrant  hereby amends Item 7 of this Form 8-K by including the
requisite exhibit.

         Exhibit 16 - Letter,  dated  October 29, 1996 from Price  Waterhouse to
the Securities and Exchange Commission.

                                       -2-
<PAGE>
                                    SIGNATURE


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


                                            The New World Power Corporation



Dated: October 29, 1996                     By:/s/Frederic Mayer
                                               ------------------------------
                                               Frederic Mayer
                                               Acting Chief Financial Officer


                                       -3-




October 29, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:

We have read Item 4 of The New World Power  Corporation's Form 8-K dated October
29, 1996 and are in agreement with the statements  contained therein except that
we make no  representation  with respect to  management's  statement that it has
made  significant  progress toward  resolving the material  weaknesses  which we
reported to the Audit Committee of the Board of Directors.



                                                     PRICE WATERHOUSE LLP
                                                     Hartford, CT

                                       -4-


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