SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
NewPower Holdings, Inc.
(Name of Subject Company)
NewPower Holdings, Inc.
(Name of Person Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
652463101
(CUSIP Number of Class of Securities)
Marc E. Manly
Managing Director, Law and Governmental Affairs
NewPower Holdings, Inc.
One Manhattanville Road
Purchase, New York 10577
(914) 697-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Copy to:
Scott M. Freeman
Sidley Austin Brown & Wood LLP
875 Third Avenue
New York, New York 10022
(212) 906-2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 4 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 (as amended, the "Schedule 14D-9") initially filed with the
Securities and Exchange Commission on March 1, 2002 by NewPower Holdings, Inc.
(the "Company"), relating to a tender offer commenced on March 1, 2002 by
Windsor Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Centrica plc ("Parent"), a public limited company organized under
the laws of England and Wales, to purchase all the issued and outstanding shares
of common stock, par value $0.01 per share, of the Company. The information
previously set forth in the Schedule 14D-9 is hereby expressly incorporated by
reference, except as otherwise set forth below. Defined terms used but not
otherwise defined herein have the meanings specified in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to add
the following:
"(a) (8) Press Release issued by the Company on March 28, 2002"
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SIGNATURE
After due 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.
NEWPOWER HOLDINGS, INC.
By: /s/ H. Eugene Lockhart
----------------------------------
Name: H. Eugene Lockhart
Title: Chairman, President and
Chief Executive Officer
Dated: March 29, 2002
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Exhibit (a) (8)
IMMEDIATE RELEASE
NEWPOWER ANNOUNCES THAT CENTRICA HAS DECIDED TO ALLOW ITS
TENDER OFFER TO EXPIRE.
-----------------
PURCHASE, NEW YORK -- March 28, 2002 - NewPower Holdings, Inc. (NewPower) (NYSE:
NPW) today announced that it was informed that Centrica plc (Centrica) had
decided not to waive the condition to its tender offer for NewPower shares
requiring the Enron Corp. (Enron) bankruptcy court to approve an order enjoining
claims against NewPower for any joint and several liability it allegedly may
have as a result of its membership for a short time in the Enron consolidated
tax and benefits groups. Accordingly, Centrica has decided to allow its tender
offer to expire at midnight tonight without purchasing any shares, despite the
satisfaction of all other conditions to the offer.
In light of Centrica's decision, which Centrica had informed NewPower was
irrevocable, NewPower has agreed to terminate the merger agreement with
Centrica. NewPower is evaluating all of its alternatives.
NewPower and Centrica have agreed to hold discussions to determine whether an
offer to NewPower to purchase business assets, rather than common stock, would
be a viable alternative, but there is no assurance that such discussions will
lead to a transaction.
About NewPower Holdings, Inc.
NewPower, through a subsidiary, is the first national provider of electricity
and natural gas to residential and small commercial customers in the United
States. The Company offers consumers in restructured retail energy markets
competitive energy prices, pricing choices, improved customer service and other
innovative products, services and incentives.
Cautionary Statement
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934. These statements involve risks and uncertainties and may differ materially
from actual future events or results. Although we believe that our expectations
are based on reasonable assumptions, we can give no assurance that our goals
will be achieved. The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Important factors that could cause actual results to differ from estimates or
projections contained in the forward-looking statements include our limited
operating history; delays or changes in the rules for the restructuring of the
electric and natural gas markets; our ability to attract and retain customers;
our ability to manage our energy requirements and sell energy at a sufficient
margin given the volatility in prices for electricity and natural gas; the
effect of commodity volatility on collateral requirements and liquidity; our
dependence on third parties to provide critical functions to us and to our
customers; and conditions of the capital markets affecting the availability of
capital. Readers are referred to the Company's Annual Report on Form 10K for the
year ending December 31, 2000, our Registration Statement on Form S-1 (No.
333.41412), and the Company's filing on Form 8-K dated October 19, 2001, all on
file with the Securities and Exchange Commission, for a discussion of factors
that could cause actual results to differ materially from these forward-looking
statements.
For more information, reporters may contact:
Terri Cohen
Manager of Communications
terri.cohen@newpower.com
(914) 697-2457
Analysts and investors may contact:
Kathryn Corbally Patrick McCoy
Vice President, Investor Relations Manager of Investor Relations
The New Power Company The New Power Company
kathryn.corbally@newpower.com patrick.mccoy@newpower.com
(914) 697-2444 (914) 697-2431
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