-----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, BJMMOpUjl9vF8WlGfG8YDSfUZhCX8HUUbAS6CfrakTLDapnSwZDlNwUzJxnRcloh oUwKUQ6COUZNa4Ce0AlSLg== 0000950134-05-002980.txt : 20050214 0000950134-05-002980.hdr.sgml : 20050214 20050214144641 ACCESSION NUMBER: 0000950134-05-002980 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: ASGARD INVESTMENT CORP 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59949 FILM NUMBER: 05608155 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 13G/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 d22468dsc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 

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

SCHEDULE 13G/A

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

NEWPOWER HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

652463100

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        þ Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

             
13G/A
CUSIP No. 652463100
  1. Name of Reporting Person:
Carlson Capital, L.P. 		I.R.S. Identification Nos. of above persons (entities only):
75-273-3266
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
5,015,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
5,015,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,015,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
8.0%
  12.Type of Reporting Person:
IA, PN

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13G/A
CUSIP No. 652463100
  1. Name of Reporting Person:
Asgard Investment Corp.		 I.R.S. Identification Nos. of above persons (entities only):
75-2494315
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
5,015,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
5,015,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,015,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
8.0%
  12.Type of Reporting Person:
CO

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13G/A
CUSIP No. 652463100
  1. Name of Reporting Person:
Clint D. Carlson		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
5,015,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
5,015,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,015,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
8.0%
  12.Type of Reporting Person:
IN

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AMENDMENT 1 TO SCHEDULE 13G

     This Amendment 1 to Schedule 13G is being filed on behalf of Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”), Asgard Investment Corp., a Delaware corporation (“Asgard Investment”) and the general partner of Carlson Capital, and Clint D. Carlson (“Mr. Carlson”), the President of Asgard Investment, relating to shares of common stock of NewPower Holdings, Inc. (the “Issuer”). Carlson Capital, Asgard Investment and Mr. Carlson previously reported beneficial ownership of shares of the Issuer on a Schedule 13G filed on February 17, 2004.

     
Item 4
  Ownership.
 
    
  Item 4 is hereby amended and restated as follows:
 
    
  Ownership as of December 31, 2004 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.
 
    
Item 10
  Certification.
 
    
  By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge, and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

     Date: February 14, 2005

             
    CARLSON CAPITAL, L.P.
 
            
    By:   Asgard Investment Corp., its general partner
 
            
      By:   /s/ Clint D. Carlson
           
      Name:   Clint D. Carlson
      Title:   President
 
            
    ASGARD INVESTMENT CORP.
 
            
    By:   /s/ Clint D. Carlson
         
    Name:   Clint D. Carlson
    Title:   President
 
            
    /s/ Clint D. Carlson
     
    Clint D. Carlson

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