-----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, JbYl4sbavyiz/XUZaB/K+k9N+uKdNzUGk2HNqLS8xRkRKVD9jFEP5Aw3Hrf0JIBM 0NV4sbfzEgxRQs063uNliQ== 0000903423-06-000173.txt : 20060214 0000903423-06-000173.hdr.sgml : 20060214 20060214170446 ACCESSION NUMBER: 0000903423-06-000173 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-59949 FILM NUMBER: 06616799 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: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13G 1 newpower-13g_0202.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*


NewPower Holdings, Inc.

(Name of Issuer)


Common Stock, $0.01 par value

(Title of Class of Securities)

 

652463100

(CUSIP Number)

 

December 31, 2000

(Date of Event Which Requires Filing of this Statement)

 

 

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

o Rule 13d-1(b)

o Rule 13d-1(c)

xRule 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).

 

 

 

 

 

 

 


 

 

CUSIP No. 652463100

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 


Credit Suisse, on behalf of the Investment Banking division

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

 

 

(a)

o

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 



SWITZERLAND

 

 

 



NUMBER OF

5

SOLE VOTING POWER

-0-

SHARES
BENEFICIALLY
OWNED BY
EACH

6

SHARED VOTING POWER

-0-

REPORTING
PERSON
WITH

7

SOLE DISPOSITIVE POWER

-0-

 

8

SHARED DISPOSITIVE POWER

9,644,083
   

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,644,083
   

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.3%
   

12

TYPE OF REPORTING PERSON

BK

 

 

 

 

 

 

 


 

 

Item 1.

 
   

(a)

Name of Issuer:

NewPower Holdings, Inc
   

(b)

Address of Issuer’s Principal Executive Offices:

P.O. Box 17296, Stamford, Connecticut 06907

Item 2.

 
   

(a)

Name of Person Filing:

Credit Suisse, on behalf of the Investment Banking division. See Schedule I.
   

(b)

Address of Principal Business Office or, if none, Residence:

Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland
   

(c)

Citizenship:

Switzerland
   

(d)

Title of Class of Securities:

Common Stock, par value $0.01 (the “Common Stock”)
   

(e)

CUSIP Number:

652463100 
   

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a(n):
   

(a)

[     ] 

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

 

 

 

(b)

[     ] 

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

 

 

 

(c)

[     ] 

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

 

 

(d)

[     ] 

Investment company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8)

 

 

 

(e)

[     ] 

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

 

 

 

(f)

[     ] 

Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

 

 

 

(g)

[     ] 

Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

 

 

 

(h)

[     ] 

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

 

 

 

 

 

 


 

(i)

[     ] 

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

 

 

 

 

(j)

[     ] 

Group in accordance with §240.13d-1(b)(1)(ii)(J)

 

Item 4.

Ownership
   

(a)

Amount Beneficially Owned:

See response to Item 9 on page 2.

(b)

Percent of Class:

See response to Item 11 on page 2.

(c)

Number of shares as to which the person has:
     
 
(i)
 Sole power to vote or to direct the vote:
    See response to Item 5 on page 2.
     
 
(ii)
 Shared power to vote or to direct the vote:
    See response to Item 6 on page 2.
     
 
(iii)
 Sole power to dispose or to direct the disposition of:
    See response to Item 7 on page 2.
     
 
(iv)
 Shared power to dispose or to direct the disposition of:
    See response to Item 8 on page 2.

 

        On October 11, 2000, DLJMB Funding II, Inc., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJ First ESC L.P., DLJ Offshore Partners II, C.V., DLJ EAB Partners, L.P., DLJ ESC II, L.P. (collectively, the “DLJMB Funds”) and Donaldson, Lufkin & Jenrette, Inc. (now known as Credit Suisse (USA), Inc.) entered into a Voting Trust Agreement with Christiana Bank & Trust Company (the “Trustee”) (the “Voting Trust Agreement”), pursuant to which, among other things, the DLJMB Funds deposited 3,696,283 shares of Common Stock and Class A Warrants (“Warrants”) convertible into an additional 5,947,800 shares of Common Stock (together with 3,696,283 shares of Common Stock, representing 9.3% of the outstanding shares of Common Stock) (the “Tr ustee Shares”) into a trust created by the Voting Trust Agreement and gave the Trustee the exclusive right to vote the Trustee Shares. The Trustee is the record holder of the Trustee Shares and the DLJMB Funds hold trust certificates representing the Trustee Shares. While the Trustee has the exclusive right to vote the Trustee Shares, from the date of such agreement, the DLJMB Funds have continuously maintained dispositive power over the Trustee Shares.

Item 5.

Ownership of Five Percent or Less of a Class
   

 

 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [     ] 

 

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

 

 

 


 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

See Schedule I.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

 

 

 

 

 

 

 


 

 

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.

 

February 14, 2006

 

  CREDIT SUISSE, on behalf of the
INVESTMENT BANKING division
     
  By:      /s/ Ivy Dodes              
  Name:      Ivy Dodes
     

 

 

 

 

 

 

 


 

 

Schedule I

 

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Schedule 13G is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”) (the “Reporting Person”). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The ultimate parent company of the Bank is Credit Suisse Group (“CSG”), a corporation formed under the laws of Switzerland. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking and insurance products. CSG and its consolidated subsidiaries are comprised of the Bank and the Winterthur division (the “Winterthur division”). In addition to the Investment Banking division, the Bank is comprised of the Asset Management division (the “Asset Management division”) and the Private Banking division (the “Private Banking division”). The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. The Winterthur d ivision provides life and non-life insurance and pension products to private and corporate clients worldwide. CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division, the Private Banking division and the Winterthur division) may beneficially own securities to which this statement relates (the “Shares”) and such Shares are not reported in this statement. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Asset Management division, the Private Banking division and the Winterthur division disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Asset Management division, the Priva te Banking division and the Winterthur division.

 

 

 

 

 

 

 

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