<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
THE NEW WORLD POWER CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of class of securities)
649290301
- --------------------------------------------------------------------------------
(CUSIP number)
JOHN D. KUHNS
558 Lime Rock Road
Lime Rock, Connecticut 06039
(860) 435-7000
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
June 19, 1999 **
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13Gto
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
A fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE. Six copies of this statement, including all exhibits, should
be filed with the Commission. SEE Rule 13d-1(a) 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.
** This filing is a voluntary disclosure.
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON JOHN D. KUHNS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [X]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 165,133
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 135,764
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,133
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ------------------- -----------------
CUSIP No. 649290301 13D Page 2 of 5 Pages
- ------------------- -----------------
<PAGE>
This Amendment No. 9 to Schedule 13D (the "Amendment") amends the
Schedule 13D filed with respect to an event on November 26, 1996; as previously
amended by Amendment No. 1 ("Amendment No. 1") filed with respect to an event on
September 1, 1990; ("Amendment No. 2") filed with respect to an event on
February 15, 1992; Amendment No. 3 ("Amendment No. 3") filed with respect to an
event on July 7, 1992; Amendment No. 4 ("Amendment No. 4") filed with respect to
an event on September 10, 1992; and Amendment No. 5 ("Amendment No. 5") filed
with respect to an event on May 28, 1993; Amendment No. 6 ("Amendment No. 6")
filed with respect to an event on November 15, 1995; and Amendment No. 7
("Amendment No. 7") filed with respect to an event on March 13,1996
(collectively, the ("Statement"). Pursuant to Rule 101 of Regulation S-T, this
Amendment No. 9 amends and restates the Statement to read in its entirety as
follows:
Item 1. Security And Issuer.
This statement relates to the shares ("Shares") of common stock, $.01
par value ("Common Stock"), of The New World Power Corporation("Issuer"). The
principal executive offices of the Issuer are located at 637 Roslyn Avenue,
Westmont, Quebec, Canada H5Y 2V1. Such shares take into account the Issuer's
one-for-five reverse stock split which went into effect on November 4, 1996.
Item 2. Identity And Background.
(a) Name: John D. Kuhns (the "Reporting Person").
(b) The principal business address of the Reporting Person is 558 Lime
Rock Road, Lime Rock, Connecticut 06039.
(c) The present principal occupation of the Reporting Person is a
Managing Director of Kuhns Brothers, Inc., located at 558 Lime Rock Road, Lime
Rock, Connecticut 06039, the principal business of which is investment advisory
services.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been
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, except that on June 6, 1995, the SEC issued
an order against him to cease and desist from omitting or causing any violation
of Section 13(d) or 16(a) of the Exchange Act, and Rules 13d-1, 13d-2,16a-2 and
16a-3 thereunder. Mr. Kuhns consented to the entry of the order without
admitting or denying the allegations therein.
- ------------------- -----------------
CUSIP No. 649290301 13D Page 3 of 5 Pages
- ------------------- -----------------
<PAGE>
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source And Amount Of Funds Or Other Consideration.
(a) The shares of Common Stock owned by the Reporting Person were
initially acquired at a price of $.239 per share. The funds for this purchase
were acquired from the Reporting Person's personal funds.
Item 4. Purpose Of Transaction.
Mr. Kuhns has made a proposal to the Issuer to acquire 100% of its
Common Stock for $1.00 per share in cash. Mr. Kuhns has also requested of the
Issuer's Corporate Secretary that a Special Meeting of the Stockholders be
convened, at which time the sole agenda item would be the election of a slate of
directors proposed by and including Mr. Kuhns. Mr. Kuhns has also requested of
the Issuer's Corporate Secretary that a shareholder proposal be placed on the
Agenda on the next regularly scheduled annual meeting of shareholders requiring
an affirmative vote of a majority of the Issuer's common stockholders prior to
the issuance of any new securities by the Issuer.
A copy of the correspondence delivered by Mr. Kuhns to the Issuer is
annexed as Exhibit A to this Statement.
Although he has not taken any additional action to date, Mr. Kuhns is
considering plans and proposals which relate to or would result in one or more
of the following (although he reserves the right to develop such plans or
proposals): (i) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer: (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) a change in the present
board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the Issuer's board of directors;(v) a material change in the present
capitalization or dividend policy of the Issuer; (vi) any other material change
in the business or corporate structure of the Issuer; (vii) any change in the
Issuer's certificate of incorporation or by-laws or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to
any of those enumerated above.
- ------------------- -----------------
CUSIP No. 649290301 13D Page 4 of 5 Pages
- ------------------- -----------------
<PAGE>
Item 5. Interest In Securities Of The Issuer.
Mr. Kuhns is the beneficial owner of 165,133 shares of the Issuer's
Common Stock (representing 7.4% of the issued and outstanding Common Stock),
including 29,369 shares owned by third parties for which he holds voting power
pursuant to irrevocable proxies and certain rights of first refusal, purchase
options and come-along-rights. Of these 165,133 shares, Mr. Kuhns has the sole
voting and dispositive power over 135,764 shares and solevoting power, but no
dispositive power, over an additional 29,369 shares.
During the last 60 days Mr. Kuhns has not acquired or disposed of any
shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
To Securities Of The Issuer.
There is no contract between Mr. Kuhns or any other person with respect
to any securities of the Issuer including, but not limited to transfer or voting
of any security, finder's fees, joint ventures, loan or options arrangements,
puts or calls, guarantees of profits, division of profit or losses, or the
giving or holding of proxies, except as described herein.
For purposes of calling a special meeting of the shareholders of the
Issuer, Mr. Kuhns has received written proxies with respect to the holders of
235,000 shares, which, together with Mr. Kuhns' shares, total 400,133 shares.
Item 7. Exhibits.
A. Correspondence from John D. Kuhns to the New World Power Corporation
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: June 22, 1999
By: /s/ John D. Kuhns
------------------------
John D. Kuhns
- ------------------- -----------------
CUSIP No. 649290301 13D Page 5 of 5 Pages
- ------------------- -----------------
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
Vitold Jordan
Chief Executive Officer
The New World Power Corporation
C/o 429 East 52nd Street
New York, New York 10022
VIA FACSIMILE & CERTIFIED MAIL
June 15, 1999
Dear Vitold:
This letter is a proposal on behalf of an entity controlled by me and
other investors to purchase all of the issued and outstanding common shares of
the New World Power Corporation for $1.00 a share. Financing has been arranged
for this transaction. This proposal is subject only to standard due diligence,
which will be undertaken to confirm the current information on New World
available in public filings and in reports to shareholders and creditors.
I believe that this proposal is the best avenue by which the
shareholders of New World can obtain fair value for their shares. The price of
$1.00 per share represents an approximate 300% premium over the current range of
market prices of the shares.
I request that you bring this proposal to the attention of the Board of
Directors of the Company immediately. I would expect to be able to commence
earnest negotiations by no later than June 30th leading to the consummation of
this transaction.
The Company's shareholders, including myself, have been seeking for
some time to achieve value for their shares. However, the shareholders have been
given little basis by which to evaluate the worth of their shares, as there have
been no filings or shareholder meetings for the past three years. As you may be
aware, shares of Bulletin Board companies (such as New World) will soon be
subject to listing requirements similar to those required of common stocks
traded in other venues like the NASDAQ, including maintaining current and proper
filings in order to continue their market status. Given the recent track record
in this area, we shareholders are concerned as to whether New World's management
will meet its obligations on a timely basis to fulfill these new listing
requirements. In light of this information, I believe that the Board should also
consider the liquidity represented by my proposal.
My recent correspondence with Gerry Cummins has only served to heighten
my concerns as a shareholder.
In a letter dated May 14, 1999, addressed to Gerry as Chairman and sent
to the New World Board members who I know, I suggested ways in which they could
help increase shareholder value. On May 27, Gerry Cummins responded (copies of
both letters are attached).
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
Instead of increasing shareholder value, Gerry's letter implies that
actions may be taking place to potentially decrease the worth of our shares.
According to Gerry, ... "With the release of our financials, NWP will have the
opportunity to seek additional equity."
In my opinion, raising new equity at this time is the worst thing that
could happen to the existing shareholders. The immediate effect would be
dilution of our shareholder value. The secondary effect, funding present
management, could be worse, since nothing in over three years has convinced
shareholders that this group possesses either a valid business plan or the basis
of experience by which to carry it out.
In contrast, my proposal would provide an attractive, quick return in
cash to existing shareholders.
Obviously, my proposal would have to be considered and approved by New
World's shareholders, and I am confident that it would be. In this regard, it
would be a disservice to New World shareholders, as well as a breach of their
obligations, for the Board of Directors to permit any dilution through the
approval and issuance of new financing without similarly subjecting such a
measure to the scrutiny of the shareholders.
Accordingly, I have requested of Gerry Cummins that he schedule a
special meeting of New World's shareholders as soon as possible. At this
meeting, I would propose that the Agenda be to elect new directors to New
World's Board. Separately, by this letter to you and additional correspondence
with Gerry Cummins (a copy of said letter is attached), and pursuant to
Securities and Exchange Commission regulations, I am also requesting of New
World's Corporate Secretary that New World include in the Company's proxy
statement to be circulated with respect to any future shareholder meeting,
whether called as a result of my request for a special shareholder meeting or an
annual shareholders meeting by direction of the Board, a shareholder proposal
that prior to any incremental financing by New World or any of its subsidiaries,
a successful shareholder referendum be instituted.
Please contact me at (860) 435-7000.
Sincerely,
/s/John D. Kuhns
----------------
John D. Kuhns
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
Corporate Secretary
The New World Power Corporation
Mr. Gerald Cummins
Chairman of the Board of Directors
The New World Power Corporation
C/o 429 East 52nd Street
New York, New York 10022
June 15, 1999
Dear Corporate Secretary and Gerry:
I am writing to request that you schedule a special meeting of the
shareholders of the New World Power Corporation as soon as possible.
Furthermore, I request the meeting be held for the following purpose:
1. To elect to the Board of Directors the following members:
- -------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION FOR THE PAST AGE
5 YEARS AND CURRENT PUBLIC
DIRECTORSHIPS
- -------------------------------------------------------------------------------
John D. Kuhns, Chairman Mr. Kuhns is currently an 49
investment banker based in the
state of Connecticut. Mr. Kuhns
was previously the Chairman and
Chief Executive Officer of New
World. Mr. Kuhns resigned as
Chief Executive Officer of the
Company on April 11, 1996 and did
not stand for election at the
Company's 1996 Annual Meeting of
Stockholders.
- -------------------------------------------------------------------------------
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
- -------------------------------------------------------------------------------
Mary E. Fellows Ms. Fellows is currently an 37
investment banker based in the
state of Connecticut. Ms.
Fellows was previously Director
of Corporate Administration and
Assistant Secretary to the
Company. She resigned these
positions in October, 1996
- -------------------------------------------------------------------------------
Richard F. Albosta Mr. Albosta is a private 62
investor. He is the former
Chairman and Chief Executive
Officer of EBASCO, a large
engineering and construction
company.
- -------------------------------------------------------------------------------
Gerald L. Cummins, Mr. Cummins has been a director 72
Vice Chairman since October 1990 and a private
investor and independent business
consultant for more than five
years.
- -------------------------------------------------------------------------------
Herbert L. Oakes, Jr. Mr. Oakes has been a director 52
since 1993. Mr. Oakes is
Managing Director of Oakes,
Fitzwilliams & Co. Limited, a
member of the Securities and
Future Authority Limited and the
London Stock Exchange. Mr. Oakes
is also President of H.L. Oakes &
Co., Inc., a corporate advisor
and dealer in securities which he
founded in 1982.
- -------------------------------------------------------------------------------
Lucien Ruby Mr. Ruby is the Managing General 55
Partner of Quest Ventures, a San
Francisco-based venture capital
firm.
- -------------------------------------------------------------------------------
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
I presently own, or have written proxies for, over 10% of the issued
and outstanding shares of New World.
Sincerely,
/s/John D. Kuhns
----------------
John D. Kuhns
<PAGE>
John D. Kuhns
15 White Hollow Road
Lime Rock, Connecticut 06039
Corporate Secretary
The New World Power Corporation
C/o Mr. Gerald Cummins
429 East 52nd Street
New York, New York 10022
Dear Corporate Secretary:
Pursuant to Securities and Exchange Commission regulations and my
status as a New World shareholder, I request of New World's Corporate Secretary
that New World include in the Company's proxy statement to be circulated with
respect to the Company's next annual meeting as called by the Board the
following shareholder proposal:
1. Prior to any incremental financing by New World or any of its
subsidiaries, a shareholder referendum will be conducted in which a majority of
the issued and outstanding common shares of the Company are voted in favor of
such financing.
Sincerely,
/s/John D. Kuhns
----------------
John D. Kuhns
