U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 33-53132
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1998
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
PART I - REGISTRANT INFORMATION
KENETECH CORPORATION
(Full Name of Registrant)
500 Sansome Street, Suite 300
San Francisco, California 94111
(Address of Principal Executive Offices)
PART II - RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate)
[x] The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
[x] The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] The accountant's statement or other exhibit required by Rule 12b-25 (c)
has been attached if applicable.
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Part III - Narrative
On May 6, 1998, Quadrangle Offshore (Cayman) LLC, and Cerberus Partners, L.P.
("Plaintiffs"), filed a Motion for a Temporary Restraining Order (the "Motion")
and Verified Complaint for Declaratory Judgment and Injunctive Relief (the
"Complaint"), in the Court of Chancery of the State of Delaware In and For New
Castle County (Civil Action No. 16362-NC). Plaintiffs allege in the Motion and
the Complaint that they are beneficial owners of Preferred Redeemable Increased
Dividend Equity Securities, 8-1/4% PRIDES, Convertible Preferred Stock, par
value $0.01 per share (the "Preferred Stock") of the Registrant.
Pursuant to the terms and conditions of the Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), of the Registrant and
the Deposit Agreement, dated as of May 5, 1994 (the "Deposit Agreement"), among
the Registrant, Chemical Trust Company of California, a California trust company
(predecessor of ChaseMellon Shareholder Services, L.L.C.), and the holders from
time to time of the depositary receipts described in the Deposit Agreement in
respect of the Preferred Stock, each outstanding share of the Preferred Stock,
on May 14, 1998 (the "Mandatory Conversion Date"), mandatorily converted into
(i) 50 shares of the Registrant's authorized common stock, par value $0.0001 per
share, and (ii) the right to receive, from and after the Mandatory Conversion
Date, cash in an amount equal to all accrued and unpaid dividends on such share
of Preferred Stock to and including the Mandatory Conversion Date, whether or
not declared, out of funds legally available for the payment of dividends on the
Preferred Stock.
For the reasons set forth in the Motion and the Compliant, Plaintiffs allege,
among other things, that the Registrant is currently in liquidation, that
Plaintiffs' rights to the liquidation preference on the Preferred Stock set
forth in the Restated Certificate are now fixed and attached, and may not be
eliminated, altered or otherwise adversely affected and that if the conversion
occurred, the Plaintiffs would be deprived of their fixed rights to the
liquidation preference because any available funds that would otherwise have
been distributed to the holders of the Preferred Stock would be distributed to
the owners of Common Stock instead. On May 11, 1998, the court denied the
Plaintiffs' Motion for a Temporary Restraining Order.
In addition, the Registrant expects to receive preliminary indications of
interest on May 15, 1998 from prospective purchasers of the Registrant's
wholly-owned subsidiary's fifty percent interest in the 507 MW (net) natural gas
cogeneration facility and associated liquified natural gas facility currently
being constructed in Puerto Rico (the "Puerto Rico Project").
Since Management of the Registrant is evaluating the disclosure in and impact on
the financial statements of the Registrant and the rest of the Report on Form
10-Q of (i) the filing of the above-described litigation, (ii) the mandatory
conversion of the Preferred Stock, and (iii) the sale of the Registrant's
wholly-owned subsidiary's fifty percent interest in the Puerto Rico Project, the
subject report could not be competed and filed by May 15, 1998 without undue
effort or expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mervin E. Werth (415) 984-8515
(Name) (Telephone Number)
(2) Have all periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[x] Yes [ ] No
For the quarter ended March 29, 1998, the Company reported a net loss of
$9,906,000 and net loss of $0.33 per common share. By contrast the Company
anticipates reporting a smaller loss for the quarter ending March 31, 1998.
KENETECH CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 1998 By: /s/Mark D. Lerdal
Mark D. Lerdal
President and
Chief Executive Officer
By: /s/Mervin E. Werth
Mervin E. Werth
Corporate Controller
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