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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 25, 2000
KENETECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
33-53132 94-3009803
(Commission File Number) (IRS Employer Identification No.)
500 Sansome Street, Suite 410
San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
(415) 398-3825
(Registrant's Telephone Number
Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Execution of Merger Agreement.
On October 25, 2000, KENETECH Corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with KC Holding
Corporation ("KHC") and KC Merger Corp., a wholly-owned subsidiary of KHC
("Sub"). Pursuant to the Merger Agreement, and subject to the conditions
thereof, Sub will commence a cash tender offer for all outstanding shares of
common stock, par value $.0001 per share, of the Company at a purchase price of
$1.04 per share. Following the purchase of shares pursuant to the tender offer,
Sub will merge with and into the Company (the "Merger") and the Company will
become a wholly-owned subsidiary of KHC. In the Merger, the remaining
stockholders of the Company will become entitled to receive the per share
consideration paid in the tender offer. KHC is a wholly-owned subsidiary of
ValueAct Capital Partners, L.P. Mark D. Lerdal, Chairman of the Board, Chief
Executive Officer and President of the Company, has agreed with KHC and Sub not
to tender any of the shares of Company common stock held by him. Mr. Lerdal has
agreed with KHC to contribute his shares to KHC in exchange for shares of
capital stock in KHC.
On October 25, 2000, the Company issued a press release announcing the execution
of the Merger Agreement. The Merger Agreement and the press release are
attached hereto as Exhibits 2 and 99.1, respectively, and are incorporated
herein by reference in their entirety. The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of such agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KENETECH CORPORATION
By: /s/ Dianne P. Urhausen
Name: Dianne P. Urhausen
Title: Vice President and Secretary
Dated: October 25, 2000
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EXHIBIT INDEX
Exhibit
Number Exhibit
2 Agreement and Plan of Merger, dated as of October 25, 2000, among
KC Holding Corporation, KC Merger Corp. and KENETECH Corporation
99.1 KENETECH Corporation Press Release, dated October 25,
2000
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