SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
June 24, 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.|_|
Check the following box if a fee is being paid with this statement |X|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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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: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 210,600*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.0%*
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14) Type of Reporting Person (See Instructions): IA, I
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* 83,500 shares (2.0%) of Bolivian Power Company Limited common stock are
owned by Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"). 46,500 shares (1.1%) of Bolivian Power Company Limited common
stock are owned by Cerberus International, Ltd., a corporation organized
under the laws of the Bahamas ("International"). 7,500 shares (0.2%) 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, 73,100 shares (1.7%) 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 1. Security and Issuer.
This statement relates to the common stock, no par value per share,
of Bolivian Power Company Limited ("BPCL"), whose principal executive offices
are located at 515 Madison Avenue, 28th Floor, New York, New York 10022.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose
business address is 950 Third Avenue, Twentieth Floor, New York, New York
10022. Mr. Feinberg serves as (i) the general partner of Cerberus Associates,
L.P., the general partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the
investment manager for each of Cerberus International, Ltd. ("International"),
Ultra Cerberus Fund, Ltd. ("Ultra") and certain other private investment funds
(the "Funds"). Cerberus, International, Ultra and the Funds are engaged in the
investment in personal property of all kinds, including but not limited to
capital stock, depository receipts, investment companies, mutual funds,
subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding,
nor has he been a party to any civil proceeding commenced before a judicial
or administrative body of competent jurisdiction as a result of which he was
or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Mr. Feinberg is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of BPCL on behalf
of Cerberus, International, Ultra and the Funds come directly from the net
assets of Cerberus, International, Ultra and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5
is solely for investment purposes on behalf of Cerberus, International, Ultra
and the Funds, respectively. Stephen Feinberg has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
<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 March 31, 1996, on May 10, 1996 there were
issued and outstanding 4,198,983 shares of common stock of BPCL. As of June 24,
1996, Cerberus owned 83,500 of such shares, or 2.0% of those outstanding;
International owned 46,500 of such shares, or 1.1% of those outstanding; Ultra
owned 7,500 of such shares, or 0.2% of those outstanding and the Funds in the
aggregate owned 73,100 of such shares, or 1.7% 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 possesses (i) power to direct the disposition of the shares of common
stock of BPCL owned by the Funds. The only transactions by each of Cerberus,
International, Ultra and the Funds in shares of common stock of BPCL during the
past sixty days was the June 24, 1996 purchase by International in an ordinary
broker transaction of 3,500 shares of BPCL common stock at a purchase price of
$38.94 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the shares of common stock of BPCL between Stephen
Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
July 18, 1996
/s/ Stephen Feinberg
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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).
