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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)
8.25% CONVERTIBLE PREFERRED STOCK
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(Title of Class of Securities)
488878307
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(CUSIP Number)
Elliot Press
c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, NY 10022 (212) 940-6348
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 7, 1997
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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 / /.
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 page shall not
be deemed to be "filed" for the purpose of Section 18 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 10
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SCHEDULE 13D
CUSIP No. 488878307
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence A. Heller Employer I.D.#
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
400,000 Shares
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
400,000 Shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10
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SCHEDULE 13D
CUSIP No. 488878307
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quadrangle Offshore (Cayman) LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I.
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7 SOLE VOTING POWER
NUMBER OF
400,000 Shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
400,000 Shares
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10
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Item 1. Security and Issuer.
This statement relates to shares of 8.25% Convertible Preferred Stock (the
"Shares") of Kenetech Corporation (the "Company"). The principal executive
offices of the Company are located at 500 Sansome Street, San Francisco,
California 94111.
Item 2. Identity and Background.
(a)-(c)
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by
Lawrence A. Heller, an individual and Quadrangle Offshore (Cayman) LLC
("Quadrangle LLC"), a Cayman Islands, B.W.I. company. Mr. Heller and Quadrangle
LLC (collectively called the "Reporting Persons") are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Exchange Act.
LAWRENCE HELLER
Mr. Heller is principally employed as a portfolio manager. Mr. Heller's
principal business address is 31 West 52nd Street, 17th Floor, New York, New
York, 10019.
QUADRANGLE LLC
Quadrangle LLC is a company organized under the laws of the Cayman Islands with
the objective of obtaining capital appreciation of its assets through the
speculative trading of, and investment in, a diversified portfolio of
securities. The principal business address of Quadrangle LLC is c/o Goldman
Sachs (Cayman) Trust, Ltd., Harbour Centre, 2nd Floor, P.O. Box 896, Grand
Cayman, Cayman Islands. The Portfolio Manager of Quadrangle LLC is L. Heller
Advisors, LLC ("Heller Advisors") a Delaware limited liability company which is
principally engaged in the business of making investment and trading decisions
on behalf of investors. The principal address of Heller Advisors is 31 West 52nd
Street, 17th Floor, New York, New York, 10019. Mr. Heller is the Managing Member
of Heller Advisors and is solely responsible for making investment and trading
decisions on behalf of Heller Advisors.
The Secretary of Quadrangle LLC is Maples and Calder, a Cayman Islands law firm.
The principal business address of Maples and Calder is Ugland House, P.O. Box
309, South Church Street, George Town, Grand Cayman, Cayman Islands. The
directors of Quadrangle LLC are N.S. Nominees Ltd. and N.D. Nominees Ltd., both
of which entities act as directors for offshore funds.
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The redeemable voting shares of Quadrangle LLC are owned by Quadrangle Offshore
(Cayman) S.A. ("Quadrangle S.A."). Quadrangle S.A. is a company organized under
the laws of the Cayman Islands with the objective of obtaining capital
appreciation of its assets through the speculative trading of, and investment
in, a diversified portfolio of securities. The principal business address of
Quadrangle LLC is c/o Goldman Sachs (Cayman) Trust, Ltd., Harbour Centre, 2nd
Floor, P.O. Box 896, Grand Cayman, Cayman Islands.
The Directors of Quadrangle S.A. are Clive Harris and Martin Lang. Mr. Lang is
principally employed as a partner of Paul Harris & Company, a Cayman Islands
firm of Chartered Accountants, and Managing Director of
International Management Services Ltd., the company management arm of that firm.
Mr. Lang is principally employed as a Company Manager for International
Management Services Ltd. The business address of both Mr. Harris and Mr. Lang is
P.O. Box 61 GT, Harbour Centre, 4th Floor, Geoergetown, Grand Cayman, B.W.I.
The Secretary of Quadrangle S.A. is Maples and Calder which functions as, and
whose principal business address is as indicated above.
The Portfolio Manager of Quadrangle S.A. is Heller Advisors of which, Mr. Heller
is the Managing Member.
The owner of the redeemable non-voting shares of Quadrangle LLC is Quadrangle
Partners, L.P. ("Quadrangle L.P.), a Delaware limited partnership which
principally functions as an investor in securities. The principal business
address of Quadrangle L.P. is 31 West 52nd Street, 17th Floor, New York, New
York, 10019. The General Partner of Quadrangle L.P. is L. Heller & Co., LLC, a
Delaware limited liability company organized for the purpose of acting as
General Partner of Quadrangle L.P. Mr. Heller is the Managing Member of L.
Heller & Co., LLC.
(d) To the best knowledge of the Reporting Persons, during the last five years,
none of the persons named in this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last five years,
none of the persons named in this Item 2 was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which as a result of
such proceeding was or is subject to any 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.
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(f) Mr. Heller is a United States citizen. Mr. Harris is a British National
resident in the Cayman Islands. Mr. Lang is a British citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Quadrangle LLC to purchased an aggregate of 400,000 Shares on the open market
for an aggregate amount of approximately $562,500. The source of funds used by
Quadrangle LLC to purchase such Shares was working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership to any of the Shares
reported herein as being beneficially owned by any such persons for investment
purposes. Depending upon market conditions and other factors that each of the
Reporting Persons may deem material to their respective investment decisions,
the Reporting Persons may purchase additional shares of the securities of the
Company in the open market or in private transactions, or may dispose of all or
a portion of the securities of the Company that each may beneficially own or
hereafter may acquire. Except as otherwise set forth herein, the Reporting
Persons have no plans or proposals which relate to, or could result in any
matters referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities of Issuer.
(a)-(b)
QUADRANGLE LLC
Quadrangle LLC owns 400,000 Shares, or approximately 7.8% of the outstanding
Shares of the Company. Quadrangle LLC has the sole power to vote and dispose of
all such Shares.
LAWRENCE HELLER
With respect to the Shares of the Company which are owned by Quadrangle LLC, Mr.
Heller may be deemed to be a beneficial owner by virtue of his being the
Managing Member of L. Heller Advisors, LLC which is the Investment Advisor of
both Quadrangle LLC and Quadrangle S.A., as well as his being the Managing
Member of L. Heller & Co., LLC which is the General Partner of Quadrangle L.P.;
as such, Mr. Heller is the only person in a position to determine the investment
and voting decisions of Quadrangle LLC with respect to such Shares. Mr. Heller
has the sole power to vote and dispose of all such Shares.
(c) Quadrangle LLC and Mr. Heller acquired beneficial ownership to all of the
Shares reported herein as being beneficially owned by such individuals on June
7, 1997.
Page 6 of 10
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(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive, or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares owned by the
Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to the Securities of the Issuer.
None of the Reporting Persons, and to the best knowledge of the Reporting
Persons, none of the persons named in Item 2 hereto, have any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Agreement, dated July 14, 1997, among the Reporting Persons relating to the
filing of a joint acquisition statement pursuant to Rule 13d-1(f)(1).
Page 7 of 10
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SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 14, 1997
QUADRANGLE OFFSHORE (CAYMAN) LLC
By: N.S. NOMINEES LTD.
Title: Director
By:/s/ Martin Lang
Name: Martin Lang
Title: Director
LAWRENCE A. HELLER
/s/ Lawrence A. Heller
Page 8 of 10
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
1. Agreement, dated July 14, 1997, among the
Reporting Persons relating to filing of a
joint acquisition statement pursuant to Rule
13-d-1(f)(1).
Page 9 of 10
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EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1), to file a
joint statement on Schedule 13D and amendments thereto, pertaining to their
beneficial ownership of shares of 8.25% Convertible Preferred Stock of Kenetech
Corporation.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
Dated: July 14, 1997
QUADRANGLE OFFSHORE (CAYMAN) LLC
By: N.S. NOMINEES LTD.
Title: Director
By:/s/Martin Lang
Name: Martin Lang
Title: Director
LAWRENCE A. HELLER
/s/ Lawrence A. Heller
Page 10 of 10
