UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
KENETECH CORPORATION
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(Name of Issuer)
Common Stock
$0.0001 par value
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(Title of Class of Securities)
488878109
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(CUSIP Number)
Dianne P. Urhausen
c/o KENETECH Corporation, 500 Sansome St., #300, San Francisco, CA 94111
(415) 398-3825
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 3, 1998
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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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g),
check the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
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).
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SCHEDULE 13D/A
CUSIP No. 488878109-
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mark D. Lerdal Employer I.D.#
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
11,411,458 Shares*
*The number of shares stated as beneficially owned
includes 46,000 shares relating to all options under
which Mr. Lerdal could acquire Common Stock of the
Company currently and within 60 days following
August 3, 1998.
NUMBER OF
------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
11,411,458 Shares*
REPORTING
*The number of shares stated as beneficially owned
PERSON includes 46,000 shares relating to all options under
which Mr. Lerdal could acquire Common Stock of the
WITH Company currently and within 60 days following
August 3, 1998.
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,411,458 Shares*
*The number of shares stated as beneficially owned includes 46,000
shares relating to all options under which Mr. Lerdal could acquire
Common Stock of the Company currently and within 60 days following
August 3, 1998.
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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)
27.2%*
*The number of shares stated as beneficially owned includes 46,000 shares
relating to all options under which Mr. Lerdal could acquire Common Stock of the
Company currently and within 60 days following August 3, 1998.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned
to amend the Schedule 13D dated January 12, 1998.
Item 1. Security and Issuer.
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This statement relates to shares of Common Stock, $0.0001 par value per share
(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.
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(a) Mark D. Lerdal
(b) 500 Sansome Street, Suite 300, San Francisco, CA 94111
(c) Chief Executive Officer and President of the Company
(d) During the last five years, Mr. Lerdal has not been convicted in a criminal
proceeding.
(e) During the last five years, Mr. Lerdal has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment 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.
(f) Mr. Lerdal is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The transaction being reported in this Amendment No. 1 to Schedule 13D is Mr.
Lerdal's disposition of 1,500,000 Shares of the Company on August 3, 1998 in the
form of a gift to an irrevocable trust established for the benefit of Mr.
Lerdal's children. As of the date of this Amendment No. 1, Mr. Lerdal
beneficially owns 11,411,458 Shares (46,000 relating to all options under which
Mr. Lerdal could acquire Common Stock of the Company currently and within 60
days following August 3, 1998). Mr. Lerdal acquired 12,865,458 Shares in a
private sale consummated on December 29, 1997, from affiliates of The Hillman
Company, 824 Market Street, Suite 900, Wilmington, Delaware, for an aggregate
purchase amount of approximately $1,000. The Shares were purchased with personal
funds of Mr. Lerdal.
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Item 4. Purpose of Transaction.
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Mr. Lerdal acquired the Shares for investment and not with the purpose of
changing or influencing the control of the Company. However, Mr. Lerdal will
continue in his current role of Chief Executive Officer and President of the
Company and in such capacity has influence and control over the management of
the Company. Other than in his capacity as Chief Executive Officer and President
of the Company, Mr. Lerdal does not have any plans or proposals, which relate to
or would result in any of the actions enumerated in Item 4 of Schedule 13D,
except Mr. Lerdal may dispose of some or all of the Shares or may acquire
additional shares of Common Stock of the Company, from time to time, depending
upon price and market conditions, evaluation of alternative investments, and
other factors.
Item 5. Interest In Securities of Issuer.
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(a) The aggregate number of shares of Common Stock of the Company deemed to be
beneficially owned by Mr. Lerdal for the purpose of this Statement is
11,411,458 Shares, representing 27.2% of the outstanding shares of Common
Stock of the Company based on 41,954,218 shares disclosed as outstanding by
the Company in its most recent filing on Form 10-Q. The number of shares
stated as beneficially owned includes 46,000 shares relating to all options
under which Mr. Lerdal could acquire Common Stock of the Company currently
and within 60 days following August 3, 1998.
(b) Mr. Lerdal has the sole power to vote and the sole power to dispose of all
11,411,458 shares of Common Stock of the Company beneficially owned by him.
The number of shares stated as beneficially owned includes 46,000 shares
relating to all options under which Mr. Lerdal could acquire Common Stock
of the Company currently and within 60 days following August 3, 1998.
(c) Mr. Lerdal disposed of the 1,500,000 Shares reported herein on August 3,
1998, in the form of a gift to an irrevocable trust established for the
benefit of Mr. Lerdal's children.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
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Mr. Lerdal does not 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.
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None.
SIGNATURE
After reasonable inquiry, and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 10, 1998
By:/s/ Mark D. Lerdal
Name: Mark D. Lerdal
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