sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LOzm/UPRacxwLf4kgUH4hEC7gEItBCXKvy8GXzwHkqepcmxEdL5d+qVGuCl/UGHZ rNGPnOSjNnkHtZEBZ425yg== 0000950133-02-003966.txt : 20021127 0000950133-02-003966.hdr.sgml : 20021127 20021127165345 ACCESSION NUMBER: 0000950133-02-003966 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021127 GROUP MEMBERS: CLINT D. CARLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWPOWER HOLDINGS INC CENTRAL INDEX KEY: 0001119307 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 522208601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59949 FILM NUMBER: 02844089 BUSINESS ADDRESS: STREET 1: NEWPOWER HOLDINGS, INC. STREET 2: ONE MANHATTANVILLE RD., 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 914-697-2444 MAIL ADDRESS: STREET 1: NEWPOWER HOLDINGS, INC. STREET 2: ONE MANHATTANVILLE RD., 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577-2100 FORMER COMPANY: FORMER CONFORMED NAME: TNPC INC DATE OF NAME CHANGE: 20000713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 8173210213 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 w66267sc13dza.htm AMENDMENT NO. 1 sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NewPower Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

652463101

(CUSIP number)

Howard B. Adler, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8589

(Name, address and telephone number of person
authorized to receive notices and communications)

November 18, 2002

(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(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).


CUSIP No. 652463101	13D/A	Page 2 of 6 Pages



1	NAMES OF REPORTING PERSONS S.S. OR IDENTIFICATION NOS. OF ABOVE PERSONS

	Carlson Capital, L.P.	I.R.S. Identification No. -75-273-3266---

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) [ ]

			(b) [X]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE


NUMBER OF SHARES	7	SOLE VOTING POWER

BENEFICIALLY OWNED BY		0

EACH REPORTING	8	SHARED VOTING POWER

PERSON WITH		3,942,800

	9	SOLE DISPOSITIVE POWER

		0

	10	SHARED DISPOSITIVE POWER

		3,942,800



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,942,800

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.27%

14	TYPE OF REPORTING PERSON*

	IA, PN


CUSIP No. 652463101	13D/A	Page 3 of 6 Pages



1	NAMES OF REPORTING PERSONS S.S. OR IDENTIFICATION NOS. OF ABOVE PERSONS

	Clint D. Carlson	Social Security No.---

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) [ ]

			(b) [X]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA


NUMBER OF SHARES	7	SOLE VOTING POWER

BENEFICIALLY OWNED BY		0

EACH REPORTING	8	SHARED VOTING POWER

PERSON WITH		3,942,800

	9	SOLE DISPOSITIVE POWER

		0

	10	SHARED DISPOSITIVE POWER

		3,942,800



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[X]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON*

	IN

This Amendment No. 1 (“Amendment No. 1”) to statement on Schedule 13D is filed by Carlson Capital, L.P., a Delaware limited partnership (the “Partnership Reporting Person”) and Clint D. Carlson, an individual (together with the Partnership Reporting Person, the “Reporting Persons”), to amend the statement on Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002, relating to shares of Common Stock, $0.01 par value (the “Common Stock”), of NewPower Holdings, Inc., a Delaware corporation (the “Issuer”). After the filing of the statement on Schedule 13D and before the filing of this Amendment No. 1, Carlson Capital, L.P. merged with and into Carlson Offshore Advisors, L.P., and thereafter the merged entity changed its name to Carlson Capital, L.P. This Amendment No. 1 is filed for purposes of revising the percentages of Common Stock of the Issuer beneficially owned by the Reporting Person.

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows:

(a) This Amendment No. 1 relates to 3,942,800 shares of Common Stock deemed beneficially owned by the Partnership Reporting Person, which constitutes approximately 6.27% of the issued and outstanding shares of Common Stock.

(b) The Partnership Reporting Person and Clint D. Carlson have shared voting and dispositive power with respect to 3,942,800 shares of Common Stock.

(c) Within the past 60 days, accounts of or managed by the Reporting Persons purchased and sold shares of Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended as follows:


Exhibit A:		Transactions in Shares of Common Stock Within Past 60 Days.

SIGNATURES

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: November 27, 2002


	CARLSON CAPITAL, L.P.

	/s/ Clint D. Carlson By: Clint D. Carlson, President of the General Partner

	CLINT D. CARLSON, an individual

	/s/ Clint D. Carlson By: Clint D. Carlson

5 EX-99.A 3 w66267exv99wa.htm EXHIBIT 99.A exv99wa

EXHIBIT A

Transactions in Shares of Common Stock
Within Past 60 Days



Trade Type	Trade Date	Quantity		Price ($)

BUY	November 5, 2002		1,355	$0.065 per share

BUY	November 5, 2002		35,355	$0.065 per share

BUY	November 5, 2002		7,110	$0.065 per share

BUY	November 5, 2002		4,830	$0.065 per share

BUY	November 5, 2002		1,370	$0.065 per share

BUY	November 18, 2002		2,725	$0.069 per share

BUY	November 18, 2002		71,085	$0.069 per share

BUY	November 18, 2002		16,870	$0.069 per share

BUY	November 18, 2002		14,305	$0.069 per share

BUY	November 18, 2002		12,140	$0.069 per share

BUY	November 18, 2002		2,875	$0.069 per share

6 -----END PRIVACY-ENHANCED MESSAGE-----

	(a)		This Amendment No. 1 relates to 3,942,800 shares of Common Stock deemed beneficially owned by the Partnership Reporting Person, which constitutes approximately 6.27% of the issued and outstanding shares of Common Stock.

	(b)		The Partnership Reporting Person and Clint D. Carlson have shared voting and dispositive power with respect to 3,942,800 shares of Common Stock.

	(c)		Within the past 60 days, accounts of or managed by the Reporting Persons purchased and sold shares of Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein.