SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Kaiser Ventures, Inc.
(Name of Issuer)
Common Stock, $0.03 Par Value
(Title of Class of Securities)
483088 10 0
(Cusip Number)
Thomas M. Barnhart, II
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
(Name, address and telephone number of person
authorized to receive notices and communications)
October 20, 1997
(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 this
statement [ ].
[PAGE]
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO.S OF ABOVE PERSONS
Pacholder Associates, Inc. 31-1089398
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Inapplicable - Investment Advisor
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
7. SOLE VOTING POWER
2,097,339
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,097,339
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,097,339
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7% (20.1% fully diluted)
14. TYPE OF REPORTING PERSON*
IA, CO
[PAGE]
This Amendment No. 4 to Schedule 13-D is filed by Pacholder
Associates, Inc. ("PAI") to amend its originally filed Schedule
13-D dated May 23, 1994 (as amended on August 4, 1994, September
22, 1994 and September 19, 1996), relative to the Common Stock
$0.03 par value of Kaiser Ventures, Inc. (the "Company"). Items
not included in this Amendment are either not amended or not
applicable.
Item 4. Purpose of Transaction.
Since April 1, 1994, PAI has acted as financial advisor to
the Pension Benefit Guaranty Corporation ("PBGC") in the voting,
acquisition or sale of securities of the Company. The PBGC
obtained 2,597,339 shares of the Company in exchange for pre-
petition debt held by the PBGC in the Company, pursuant to the
Plan of Reorganization filed by the Company and approved by the
Bankruptcy Court in September, 1988. The Company exited
bankruptcy in November, 1988. The PBGC sold 500,000 shares in
an initial public offering on February 11, 1993.
On September 16, 1994, the Board of Directors of the
Company added William J. Morgan, President of PAI, to the Board
of Directors of the Company. Mr. Morgan continues to serve in
this capacity.
As financial advisor to the PBGC, PAI is considering
various methods by which the value of the shares it manages
could be enhanced. On October 20, 1997, PAI entered into a
Cooperation Agreement with The Coleridge Group ("Coleridge")
(the "Agreement"). Coleridge has investment authority with
respect to shares in the Company held by the New Kaiser
Volunteer Employees' Beneficiary Association ("VEBA"). A copy
of the Agreement is attached as Exhibit O. Under the Agreement,
PAI and Coleridge have agreed to meet to discuss certain matters
relating to the Company including, but not limited to:
historical evaluations of Company performance; potential
opportunities and/or prospects for the Company; review of
strategies advanced by the Company and the effects of those
strategies on shareholders; analysis of shareholder interests and
needs; and specific strategies. The specific strategies which
will be considered by PAI and Coleridge pursuant to the Agreement
include, without limitation:
(a) the adoption of Company policies through the
parties' position on the Company's Board of
Directors to:
(1) require greater Board involvement in
negotiations concerning any material
assets owned by the Company;
(2) examine the feasibility of distributing
certain stock in Penske Motorsports,
Inc. held by the Company;
(3) distribute or securitize certain water
rights held by the Company;
(4) pursue the full development and operation
of the Eagle Mountain landfill project so
as to maximize shareholder value; and/or
(5) a sale or merger of the Company; or
(b) a joint sale of stock of PBGC and VEBA
in the Company.
PAI and Coleridge have agreed to pursue in good faith one
or more of these strategies. If PAI and Coleridge reach a
mutual agreement on any such action, such agreement will bind
each to the set of outcomes decided upon. In addition, to the
extent either PAI or Coleridge is presented with an strategy not
contemplated by the Agreement, it shall disclose fully such
additional strategy to the other and each will be given the
opportunity to participate on a pro rata basis in any such
additional strategy. No agreement with respect to any strategy
has been reached at this time and PAI is unable to predict
whether any agreement will be reached. However, if agreement is
reached on any of the matters listed above, action may be taken
in accordance with such agreement at any time without regard to
the prior filing of a further Amendment to this Schedule 13D.
PAI will meet with Coleridge and with management of the Company
concerning the matters set forth in the Agreement and with
respect to other matters concerning the value of shares of the
Company which PAI manages.
Any determination by PAI to take any of the actions listed
above will be based on various factors, including but not
limited to, the Company's financial condition, business and
prospects, other developments concerning the Company, price
levels of the Company's common stock, other opportunities
available to the PBGC, general economic, monetary and stock
market conditions, and other applicable business and legal
considerations.
[PAGE]
Item 7. Material to be Filed as Exhibits
Exhibit Number Title of Document Exhibit Page
A. Names and addresses of officers and *
directors of PAI
B. Contract between the PBGC and PAI *
C. Modification No. 1 to Contract **
dated 5/23/94
D. Modification No. 2 to Contract **
dated 6/23/94
E. Modification No. 3 to Contract **
dated 9/28/94
F. Modification No. 4 to Contract **
dated 12/13/94
G. Modification No. 5 to Contract **
dated 1/4/95
H. Modification No. 6 to Contract **
dated 4/7/95
I. Modification No. 7 to Contract **
dated 9/13/95
J. Modification No. 8 to Contract **
dated 11/1/95
K. Modification No. 9 to Contract **
dated 12/1/95
L. Modification No. 10 to Contract **
dated 12/1/95
M. Modification No. 11 to Contract **
dated 8/12/96
N. Modification No. 12 to Contract **
dated 8/30/96
O. Cooperation Agreement dated October 20, 1997 between
Pacholder Associates, Inc. and The Coleridge Group.
* Incorporated by reference to Schedule 13-D original filing
dated May 23, 1994
** Incorporated by reference to Schedule 13-D Amendment No. 1
filed by PAI on September 20, 1996 with reference to
Uniroyal Technology Corporation
[PAGE]
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.
Pacholder Associates, Inc.
October 21, 1997
Date
/s/ Thomas M. Barnhart, II
Signature
Senior Vice President
and Associate General Counsel
Title
[PAGE]
EXHIBIT O
COOPERATION AGREEMENT
This Cooperation Agreement, dated and effective as of
October 20, 1997, is by and between The Coleridge Group, a sole
proprietorship ("Coleridge") and Pacholder Associates, Inc.
("PAI").
RECITALS
WHEREAS, New Kaiser Voluntary Employees' Beneficiary
Association ("VEBA") and the Pension Benefit Guaranty
Corporation ("PBGC") are each a shareholder of Kaiser Ventures
Inc., a Delaware corporation, and its subsidiaries
(collectively, the "Company"); and
WHEREAS, Coleridge has investment authority and has
fiduciary duty with respect to the shares of the Company owned
by VEBA; and
WHEREAS, PAI has investment authority and has fiduciary
duty with respect to the shares of the Company owned by the
PBGC; and
WHEREAS, together the parties hereto have investment
authority over a controlling share of the stock in the
Company; and
WHEREAS, appropriate documents have been filed with the
Securities Exchange Commission in order to permit the parties
hereto to meet and discuss Company issues; and
WHEREAS, the parties hereto desire to participate in such
process and be bound by the terms of the commitment to pursue
exit strategies jointly with each other; and
WHEREAS, by virtue of this Cooperation Agreement, neither
Coleridge nor VEBA shall be deemed to be a fiduciary of either
PAI or PBGC, and neither PAI nor PBGC shall be deemed to be
a fiduciary of Coleridge or VEBA for any purpose; and
WHEREAS, this Cooperation Agreement shall not affect the
fiduciary duties owed by Coleridge to VEBA or by PAI to PBGC; and
WHEREAS, the parties desire to set forth their agreement
with respect to cooperation, as set forth below,
[PAGE]
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 1. Sharing of Information. The parties hereto
have met and will continue to meet to discuss certain matters
relating to the Company. Such discussion topics include, but
are not limited to:
a) historic evaluations of Company performance;
b) potential opportunities and/or prospects for the Company;
c) review of strategies advanced by the Company and the
effects of those strategies on shareholders;
d) analysis of shareholder interests and needs; and
e) specific strategies described in Section 2.
Section 2. Strategies. The parties hereto have negotiated
in good faith and will, in accordance with Section 3 below,
pursue a variety of actions which may, but shall not be limited
to, be one or more of the following strategies:
a) the adoption of Company policies through the parties'
position on the Company's Board of Directors to:
1. require greater Board involvement in negotiations
concerning any material assets owned by the
Company;
2. examine the feasibility of distributing the
Penske stock;
3. distribute or securitize the water company rights;
4. pursue the full development and operation of the
Eagle Mountain landfill project so as to maximize
shareholder value; and/or
5. sell or merge the company; or
b) joint sale of Company stock.
Section 3. Commitment to Strategy. The parties hereto
commit to pursue in good faith one or more of the strategies
described in Section 2. Once the parties have reached mutual
agreement on the terms of any such action, such agreement will
bind each party to the outcome or set of outcomes described
above.
Section 4. Other Strategies. To the extent either party
hereto is presented with a strategy not contemplated by this
Agreement, such party shall fully disclose such additional
strategy to the other party. The parties hereto agree that each
will be given an opportunity to participate on a pro rata basis
(based on number of shares owned) in any such additional
strategy. If either party declines any such strategy, the other
party may participate without restriction.
[PAGE]
Section 5. Company Management. The parties hereto intend
to work with the Board of Directors and officers of the Company
to develop the strategies described herein. Nothing contained
in this Cooperation Agreement shall be construed as implementing
a change in control of the Company.
Section 6. Confidentiality. All information received by
either party pursuant to this Cooperation Agreement shall be
strictly confidential and shall not be disclosed to any third
party without the prior written consent of the parties hereto.
This confidentiality covenant shall survive this Cooperation
Agreement.
Section 7. Severability. If any provision of this
Agreement or any said provision shall be held invalid or
unenforceable by a court of competent jurisdiction, the
remaining effect, and the provision or portion thereof effected
by such holding shall be modified, if possible, so that it is
enforceable to the maximum extent permissible.
Section 8. Governing Law and Forum. This Agreement shall
be governed by and construed in accordance with the laws of the
State of California.
Section 9. Term of Agreement/Mutual Dissolution. This
Agreement will terminate without further action on October 1,
2000 and may be terminated at any time prior thereto with the
consent of both parties.
Section 10. Entire Agreement. This Agreement constitutes
the entire agreement of the parties regarding the subject matter
hereof and may not be modified except by written consent of each
party.
Section 11. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed to be an
original copy and all of which together shall constitute one
agreement binding on all parties hereto, notwithstanding that
all the parties shall not have signed the same counterpart.
[PAGE]
IN WITNESS WHEREOF, the parties hereto have caused in this
Agreement to be executed by their duly authorized representative
as of the date first written above.
PACHOLDER ASSOCIATES, INC.
By: /s/ Thomas M. Barnhart II
Name: Thomas M. Barnhart II
Title: Senior VP/Associate General Counsel
THE COLERIDGE GROUP
By: /s/ Gary E. Gibbons
Name: Gary E. Gibbons
Title:Its Sole Proprieter
