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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Russell S. Berman
c/o Kronish, Lieb, Weiner & Hellman LLP, 1114 Avenue of the Americas,
New York, NY 10036-7798 (212) 479-6120
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 30, 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 |_|.
Check the following box if a fee is being paid with the statement |_|. (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 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 of 9
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SCHEDULE 13D
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CUSIP No. 488878307 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
SS. 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 OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 427,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
427,500
PERSON WITH ---------------------------------------------------
1 SHARED DISPOSITIVE POWER
0 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,500
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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)
8.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT*
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 488878307 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence A. Heller
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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 OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 427,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
427,500
PERSON WITH ---------------------------------------------------
1 SHARED DISPOSITIVE POWER
0 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,500
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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)
8.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT*
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 4 of 9
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,
Suite 300, 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
Amendment No. 1 to Schedule 13D is being filed jointly by Lawrence A. Heller,
an individual, and Quadrangle Offshore (Cayman) LLC, a Cayman Islands, B.W.I.
company ("Quadrangle LLC"). Mr. Heller and Quadrangle LLC (collectively, 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, George Town, Grand Cayman, Cayman Islands, B.W.I. 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 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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Page 5 of 9
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 S.A. is c/o Goldman Sachs (Cayman) Trust, Ltd.,
Harbour Centre, 2nd Floor, P.O. Box 896, George Town, Grand Cayman, Cayman
Islands, B.W.I.
The directors of Quadrangle S.A. are Clive Harris and Martin
Lang. Mr. Harris 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, George Town, Grand Cayman,
Cayman Islands, B.W.I.
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 the 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 have 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, as a result of a proceeding such person 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 violations with respect to such laws.
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Page 6 of 9
(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.
The transaction reported in this Amendment No. 1 to Schedule
13D is Quadrangle LLC's purchase of an additional 27,500 Shares on the open
market at $1 15/16 per Share, for an aggregate purchase price of $53,281.25.
As of the date of this Amendment No. 1 to Schedule 13D, Quadrangle LLC owns an
aggregate of 427,500 Shares which it purchased on the open market for an
aggregate purchase price of approximately $615,781.25. 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 of the
Shares reported herein as being beneficially owned by 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 (a) through (j) of Item
4 of Schedule 13D.
Item 5: Interest In Securities of Issuer.
(a)-(b)
QUADRANGLE LLC
Quadrangle LLC beneficially owns 427,500 Shares, which
represents approximately 8.3% of the outstanding Shares of the Company (based
on 5,124,600 as the number of Shares issued and outstanding as of March 10,
1997, according to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996). 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 Heller Advisors, which is the Investment
Advisor of both Quadrangle
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Page 7 of 9
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 make investment and voting
decisions on behalf of Quadrangle LLC with respect to such Shares. Mr. Heller
has the sole power to vote and dispose of all such Shares.
(c) The Reporting Persons purchased 27,500 Shares on the
open market at $1 15/16 per Share on September 30, 1997.
(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 (the "Agreement"), between the Reporting
Persons relating to the filing of a joint acquisition statement pursuant to
Rule 13d-1(f)(1).
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Page 8 of 9
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: November 17, 1997
QUADRANGLE OFFSHORE (CAYMAN) LLC
By: N.S. NOMINEES LTD., its Director
By: /s/ Martin Lang
Name: Martin Lang
Title: Director
/s/ Lawrence A. Heller
Lawrence A. Heller
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Page 9 of 9
EXHIBIT INDEX
1. Agreement between the Reporting Persons relating to the filing of a joint
acquisition statement pursuant to Rule 13d-1(f)(1) -- incorporated by
reference to Exhibit 1 to Schedule 13D filed by the Reporting Persons on July
15, 1997.
