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STATEMENT OF BENEFICIAL OWNERSHIP
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
March 8, 2000 **
(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 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)
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1 NAME OF REPORTING PERSON JOHN D. KUHNS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,855,360
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,745,991
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,360
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.64%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 649290301 13D Page 2 of 5 Pages
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This Amendment No. 14 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"; Amendment No. 9 ("Amendment No. 9") filed with
respect to an event on June 19, 1999. Amendment No. 10 ("Amendment No. 10")
filed with respect to an event on November 4, 1999; Amendment No. 11 ("Amendment
No. 11")filed with respect to an event on December 15, 1999; Amendment No. 12
("Amendment No. 12") filed with respect to an event on January 12, 2000;
Amendment No. 13") filed with respect to an event on February 7, 2000 Pursuant
to Rule 101 of Regulation S-T, this Amendment No. 14 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 14 Mount Pleasant Road
Aston, Pennsylvania, 19014. 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 President
of Kuhns Brothers, located at 558 Lime Rock Road, Lime Rock, Connecticut 06039,
the principal business of which is investment 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.
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CUSIP No. 649290301 13D Page 3 of 5 Pages
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(f) The Reporting Person is a citizen of the United States of America.
(a) 165,133 shares of common stock, of which Mr. Kuhns has sole dispositive
power over 135,764 shares, are owned or controlled by the Reporting Person and
were initially acquired at a price of $.239 per share. The funds for the
purchase of these shares of common stock were acquired from the Reporting
Person's personal funds.
(b) The funds for the purchase of 95,000 shares of common stock purchased
after November 1, 1999 and before November 4, 1999 were purchased at an average
price of $0.529 with funds from the Strategic Electric Power Fund, LLC, of which
Mr. Kuhns is the manager of the Member Manager. After November 4, 1999 an
incremental 54,000 shares of common stock were purchased on behalf of the
Strategic Electric Power Fund by Mr. Kuhns at an average price of $0.575.
Between December 12, 1999 and December 31, an incremental 97,500 shares of
common stock were purchased on behalf of the Strategic Electric Power Fund by
Mr. Kuhns at an average price of $ 0.576 per share. On January 26, 2000 for
settlement on January 31, 2000, an incremental 5,000 shares of common stock were
purchased on behalf of the Strategic Electric Power Fund at a price of $0.60. On
February 7, 2000 in a private negotiated transaction, the Strategic Electric
Power Fund or its designees agreed, subject to delivery of duly endorsed freely
transferable shares, to purchase an incremental 301,763 shares of common stock
at $0.57 each, effective at a closing to take place on May 1, 2000. In this
transaction, the Strategic Electric Power Fund also received the right to vote
an incremental 80,000 shares of stock underlying certain management stock
options held by the selling party until May 1, 2000. On February 2, 2000, the
Strategic Electric Power Fund committed to purchase 636,364 shares of common
stock at $0.55 each, subject to certain registration rights, at a closing that
took place on February 8, 2000. In this transaction, Kuhns Brothers, Inc., an
affiliate of Mr. Kuhns and the Strategic Electric Power Fund, received a warrant
to purchase 28,000 shares of common stock at an exercise price of $0.605 for 5
years. On February 9, 2000 in negotiated transactions, the Strategic Electric
Power Fund agreed to purchase an incremental 50,000 shares and 110,600 shares of
common stock at $0.60 and $0.57, respectively. On February 23, 2000 the
Strategic Electric Power Fund purchased 10,000 shares of common stock at an
average price of $0.80 each. On March 8, 2000, Strategic Electric Power Fund or
its designees agreed to lend the Company $700,000 in exchange for receiving the
Company's 8% Convertible Subordinated Notes with Warrants attached (the "Note").
The Note is payable in installments of $200,000 due March 15, $50,000 due upon
the sale of certain Company assets, and the balance on December 31, 2000. The
Note is convertible at $0.68 into 1,029,412 shares of the Company's Common
Stock, at the option of the holder. The holder of the Note also is entitled to a
warrant to purchase 102,239 shares of the Company's common stock. With respect
to the balance of the principal amount of the Note outstanding after March 15,
the holder is entitled to a warrant to purchase 10% of the common shares that
would be received if the Note was converted. With respect to the balance of the
principal amount of the Note outstanding after May 15, the holder is entitled to
a warrant to purchase 20% of the common shares that would be received if the
Note was converted. In this transaction, Kuhns Brothers, Inc., an affiliate of
Mr.Kuhns and the Strategic Electric Power Fund, received a warrant to purchase
42,000 shares of common stock at an exercise price of $0.627 for 5 years. On
March 14, 2000 in a private negotiated transaction, the Strategic Electric Power
Fund, on behalf of itself and its designees, agreed to purchase an incremental
250,000 shares of common stock from certain of the Company's investors for a
consideration, including cash and the retirement of notes, of effectively $.80
per share, subject to closing conditions typical in transactions of this type.
Item 4. Purpose of Transaction.
Mr. Kuhns previously made a proposal to the Issuer to acquire 100% of its
Common Stock for $1.00 per share in cash, and also requested of the Issuer's
Corporate Secretary that a Special Meeting of the Stockholders be convened, and
that at the next regularly scheduled Annual Meeting of Shareholders, a
Shareholder Proposal be placed on the agenda requiring an affirmative vote of a
majority of the Issuer's common stockholders prior to the issuance of any new
securities by the Issuer.
Mr. Kuhn's proposals were turned down by the Issuer.
As Manager of New Power Associates, LLC, the Member-Manager of the
Strategic Electric Power Fund, LLC, a private investment fund, Mr. Kuhns has
directed the purchase of a total of 1,058,464 shares of Common Stock, and the
contingent purchase of an additional 551,763 shares of Common Stock.
In connection with its purchase of 636,364 new shares of common stock, the
Strategic Electric Power Fund received the right to name one member of the
Issuer's board of directors as long as it or any of its affiliates continued to
own more than 5% of the common stock of the Issuer. Strategic has nominated Mr.
Kuhns to serve as its designated director, he has accepted, and the board of
directors of the Issuer has nominated him for a directorship at its next
scheduled shareholder meeting, currently expected to take place on May 17, 2000.
Mr. Kuhns is not planning to make any additional proposals to the issuer at
this time. However, Mr. Kuhns and his aforementioned affiliates reserve the
right to consider or propose 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, either by Mr. Kuhns or
investment funds that he controls: (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.
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CUSIP No. 649290301 13D Page 4 of 5 Pages
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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 3.5% of the currently 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 sole voting power, but no
dispositive power, over an additional 29,369 shares.
During the last 60 days Mr. Kuhns has not personally acquired or disposed
of any shares.
Mr. Kuhns is the Manager of New Power Associates, LLC, the Member-Manager
of the Strategic Electric Power Fund, LLC, a private investment fund organized
on behalf of its members to make investments in the electric power sector. As
such, Mr. Kuhns may be considered to have a controlling interest in the affairs
of New Power Associates, LLC and the Strategic Electric Power Fund, LLC. Mr.
Kuhns has previously directed the Strategic Electric Power Fund to purchase
1,048,464 shares of the Issuer's Common Stock.
Mr. Kuhns has directed the Strategic Electric Power Fund to make the
following incremental purchases of the Issuer's Common Stock:
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Trade Date Settlement Date Number of Shares Price per Share
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2/23/00 2/28/00 10,000 $.80
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3/8/00 3/8/00 $700,000 Note
Convertible into 735,294 $.68
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3/14/2000 Expected to be 250,000 $.80
Approximately 4/1
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TOTAL: 995,294 AVERAGE: $.71
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Mr. Kuhns is not the beneficial owner of the abovementioned 1,058,464
shares of the Issuer's Common Stock which are owned by the Strategic Electric
Power Fund. However, Mr. Kuhns has sole voting and dispositive power over these
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.
Because of the relationship between Mr. Kuhns and the Strategic Electric
Power Fund, LLC, shares owned by Mr. Kuhns and the Strategic Electric Power Fund
may be deemed to be under the control of Mr. Kuhns.
Item 7. Exhibits.
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: March 14, 2000
By: /s/ John D. Kuhns
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John D. Kuhns
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CUSIP No. 649290301 13D Page 5 of 5 Pages
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