UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Kenetech Corporation
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(Name of Issuer)
8 1/4% Preferred Redeemable Increased Dividend Equity Securities
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(Title of Class of Securities)
488878307
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(CUSIP Number)
Lawrence Levitt, Chief Financial Officer, Odyssey Partners, L.P.
31 West 52nd Street, New York, New York 10019 (212) 708-0600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 13, 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 13G 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 the 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 five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-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 shall not be deemed to
be "filed" for the purpose of Section 13 of the Securities Exchange Act of 1934
(the "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 of 6
<PAGE>
SCHEDULE 13D
CUSIP No. 488878307 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P. (E.I. No. 13-5614745)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,000 (see Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
8,000 (see Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% (see Item 5)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
<PAGE>
Item 1. Security and Issuer.
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This Statement on Schedule 13D is being filed by Odyssey
Partners, L.P. ("Odyssey"), a Delaware limited partnership, in connection with
its beneficial ownership of the 8 1/4% Preferred Redeemable Increased Dividend
Equity Securities, Stated Value $1,012.50 per share (the "Preferred Stock"), of
Kenetech Corporation, a Delaware corporation (the "Company").
The address of the principal executive office of the Company is
500 Sansome Street, Suite 800, San Francisco, California 94111.
Item 2. Identity and Background.
------------------------
The person filing this Statement is Odyssey. Odyssey's principal
executive office is located at 31 West 52nd Street, New York, New York 10019.
Odyssey is a private investment partnership with substantial equity capital
invested in marketable securities and closely held businesses.
Odyssey has six general partners (individually, a "General
Partner" and, collectively, the "General Partners"): Leon Levy, Jack Nash,
Joshua Nash, Stephen Berger, Brian Wruble and Nash Family Partnership, L.P., a
New York limited partnership. The business address of each General Partner is 31
W. 52nd Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy,
Jack Nash, Joshua Nash, Berger and Wruble (each of whom is a citizen of the
United States) is to serve as a general partner of Odyssey. The principal
business of Nash Family Partnership, L.P. is investments. The general partner of
Nash Family Partnership, L.P. is Joshua Nash. During the last five years,
neither Odyssey nor any General Partner has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or it was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
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The shares of Preferred Stock beneficially owned by Odyssey were
acquired over various dates for an aggregate cash purchase price of $490,424.25,
which funds were derived from Odyssey's working capital.
No part of the purchase price for the Preferred Stock
beneficially owned by Odyssey is represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring, holding, trading,
or voting Preferred Stock. All or part of the
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<PAGE>
shares of Preferred Stock beneficially owned by Odyssey may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral
for loans made by such bank(s) or brokerage firm(s) to Odyssey. Such loans bear
interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction.
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Odyssey considers its interest in the Preferred Stock to be an
investment. Odyssey may purchase additional shares of Preferred Stock from time
to time in the open market, in privately negotiated transactions, or otherwise.
Odyssey may also dispose of any or all of the shares of Preferred Stock
beneficially owned by it in the open market, in privately negotiated
transactions, or otherwise. Although the foregoing represents the range of
activities presently contemplated by Odyssey with respect to the Company, it
should be noted that the possible activities of Odyssey are subject to change at
any time.
Except as set forth in this Item 4, neither Odyssey nor, to the
best knowledge of Odyssey, any General Partner, has any present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) Odyssey beneficially owns 8,000 shares of Preferred
Stock(1), representing approximately 7.8% the outstanding
shares of Preferred Stock. (A total of 102,492 shares of
Preferred Stock were outstanding at June 30, 1996, as
reported by the Company in its Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996.) To the best of
Odyssey's knowledge, none of the General Partners
beneficially owns any Preferred Stock, other than in its
capacity as a general partner of Odyssey.
(b) Odyssey has the sole power to vote and dispose of the shares
of Preferred Stock beneficially owned by it, and does not
share with others the power to vote or to direct the vote
of, or the power to dispose or to direct the disposition of,
any of the shares of Preferred Stock beneficially owned by
it, except that all General Partners (excluding the Nash
Family Partnership, L.P.) share voting and dispositive power
over such shares of Preferred Stock.
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(1) Beneficial ownership of the Preferred Stock is held in the form of
Depositary Shares, each representing a one-fiftieth interest in a share of
Preferred Stock. Odyssey beneficially owns 400,000 Depositary Shares,
representing an interest in 8,000 shares of Preferred Stock.
Page 4 of 6
<PAGE>
(c) On the dates set forth below, Odyssey purchased, through
transactions on the Nasdaq National Market System,
Depositary Shares, each representing a one-fiftieth interest
in a share of Preferred Stock, as set forth below:
<TABLE>
<CAPTION>
Date of Number of Shares of Price Per
Transaction Depositary Preferred Depositary Total
Shares Stock Share(2)
Purchased Represented
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<S> <C> <C> <C> <C>
September 13, 1996 27,500 550 1.12 $ 30,745
September 13, 1996 35,000 700 1.14 $ 39,998
September 13, 1996 200,000 4,000 1.25 $ 250,000
September 17, 1996 15,000 300 1.11 $ 16,556
September 19, 1996 122,500 2,450 1.25 $ 153,125
</TABLE>
Except as provided above, neither Odyssey nor any General Partner has effected
any transactions in the Preferred Stock during the 60 days preceding the date of
this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-----------------------------------
Neither Odyssey nor, to the best of Odyssey's knowledge, any
General Partner, has entered into any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Company.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Not applicable.
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(2) Net of commissions.
Page 5 of 6
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 23, 1996
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
A General Partner
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