SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BOLIVIAN POWER COMPANY LIMITED
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
204425102
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
950 Third Avenue Lowenstein, Sandler, Kohl,
Twentieth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 15, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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.[ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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.
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).
<PAGE>
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 209,700*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row
(11): 4.9%*
14) Type of Reporting Person (See
Instructions): IA, IN
* 64,840 shares (1.5%) of Bolivian Power Company Limited common stock
are owned by Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"). 64,760 shares (1.5%) of Bolivian Power Company Limited
common stock are owned by Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). 12,000
shares (0.3%) of Bolivian Power Company Limited common stock are owned
by Ultra Cerberus Fund, Ltd., a corporation organized under the laws
of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and
investment control over all securities owned by Cerberus,
International and Ultra. In addition, 68,100 shares (1.6%) of Bolivian
Power Company Limited common stock are owned by various other persons
and entities for which Stephen Feinberg possesses certain investment
authority. See Item 5 for further information on the computation of
percentages set forth herein.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in BPCL's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1996, on August 1, 1996 there were
issued and outstanding 4,202,127 shares of common stock of BPCL. As of November
15, 1996, Cerberus owned 64,840 of such shares, or 1.5% of those outstanding;
International owned 64,760 of such shares, or 1.5% of those outstanding; Ultra
owned 12,000 of such shares, or 0.3% of those outstanding and the Funds in the
aggregate owned 68,100 of such shares, or 1.6% of those outstanding. Stephen
Feinberg possesses (i) sole power to vote and direct the disposition of all
shares of common stock of BPCL owned by each of Cerberus, International and
Ultra and (ii) power to direct the disposition of the shares of common stock of
BPCL owned by the Funds. Set forth below are the transactions by each of
Cerberus, International, Ultra and the Funds in shares of common stock of BPCL
during the past sixty days (each of which were effected in ordinary brokers
transactions).
A. Cerberus
Date Quantity Price
(Purchases)
NONE
(Sales)
November 15, 1996 33,000 $42.56
B. International
Date Quantity Price
(Purchases)
NONE
(Sales)
November 15, 1996 27,000 $42.56
<PAGE>
C. Ultra
Date Quantity Price
(Purchases)
NONE
(Sales)
November 15, 1996 5,000 $42.56
D. Funds
Date Quantity Price
(Purchases)
NONE
(Sales)
November 15, 1996 35,000 $42.56
On November 15, 1996, Mr. Feinberg ceased to be the owner of more than five
percent of the common stock of BPCL.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
November 25, 1996
/s/ Stephen Feinberg
_____________________________________
Stephen Feinberg, in his capacity
as the general partner of Cerberus
Associates, L.P., the general partner
of Cerberus Partners, L.P. and as
the investment manager for each of
Cerberus International, Ltd., Ultra
Cerberus Fund, Ltd. and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
