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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-100
Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder
(Amendment No. 5)
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KENETECH CORPORATION
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(Name of the Issuer)
KENETECH CORPORATION
MARK D. LERDAL
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
488878109
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(CUSIP Number of Class of Securities)
Dianne P. Urhausen
Vice President and Corporate Secretary
KENETECH Corporation
500 Sansome Street, Suite 410
San Francisco, California 94111
Telephone: (415) 398-3825
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
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With copies to:
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<S> <C> <C>
Mark A. Morton, Esq. Michael G. O'Bryan, Esq. Matthew Starnes
Potter Anderson & Corroon LLP Morrison & Foerster LLP Gibson, Dunn & Crutcher LLP
Hercules Plaza, P.O. Box 951 425 Market Street One Montgomery Street
Wilmington, Delaware 19899 San Francisco, CA 94105-2482 San Francisco, CA 94104
Telephone: (302) 984-6000 Telephone: (415) 268-7000 Telephone: (415) 393-8204
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee**
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<S> <C>
$34,549,971 $6,910
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*Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $1.04, the per share tender offer price, by
33,220,164, the sum of (i) 31,970,164 currently outstanding shares of Common
Stock sought in the Offer, (ii) outstanding options with respect to 750,000
shares of Common Stock and (iii) outstanding warrants with respect to 500,000
shares of Common Stock, in each case as of October 20, 2000.
**Calculated as 1/50 of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: $6,910 Filing Party: KC Merger Corp.
Form or Registration No.: Schedule TO/13E-3 KC Holding Corporation
ValueAct Capital Partners, L.P.
Date Filed: November 7, 2000
</TABLE>
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INTRODUCTION
This Amendment No. 5 to the Transaction Statement on Schedule 13E-3, as
amended (the "Schedule 13E-3"), relates to the offer by KC Merger Corp.
("Purchaser"), a Delaware corporation which is wholly owned by KC Holding
Corporation ("Parent"), a Delaware corporation which in turn is wholly owned by
ValueAct Capital Partners, L.P. ("VAC"), a Delaware limited partnership, as set
forth in the Tender Offer Statement on Schedule TO, dated November 7, 2000 (the
"Schedule TO"), to purchase all of the outstanding shares of common stock of
KENETECH corporation, a Delaware corporation ("KENETECH"), par value $.0001 per
share, at a price of $1.04 per share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
6, 2000 (the "Initial Offer to Purchase"), a copy of which is attached hereto as
Exhibit (a)(1)(A), the supplement to the Offer to Purchase dated November 26,
2000 (the "Supplement"), a copy of which is attached hereto as Exhibit (a)(1)(H)
(the Initial Offer to Purchase and the Supplement are together referred to
herein as the "Offer to Purchase") and in the related Letter of Transmittal, a
copy of which is attached hereto as Exhibit (a)(1)(B) (which, together with the
Offer to Purchase, as amended or further supplemented from time to time,
constitute the "Offer"). The Schedule TO was filed by Purchaser, Parent and VAC
with the Securities and Exchange Commission on November 7, 2000.
In response to the Offer, KENETECH filed a Solicitation/Recommendation
Statement on Schedule 14D-9 on November 7, 2000, as amended by Amendment No. 1
to Schedule 14D-9 filed on November 14, 2000, Amendment No. 2 to Schedule 14D-9
filed on November 27, 2000, Amendment No. 3 to Schedule 14D-9 filed on November
29, 2000, Amendment No. 4 to Schedule 14D-9 filed on December 12, 2000 and
Amendment No. 5 to Schedule 14D-9 filed on December 13, 2000 (as amended, the
"Schedule 14D-9"). The information contained in the Schedule 14D-9 is expressly
incorporated by reference in response to the items of this Schedule 13E-3.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
The information contained in this Schedule 13E-3 and/or the Offer to
Purchase concerning each filing person other than KENETECH was supplied by each
such filing person and no other filing person, including KENETECH, takes
responsibility for the accuracy of any information not supplied by such filing
person.
ITEMS 1 and 4.
Items 1 and 4 of the Schedule 13E-3 are hereby amended and supplemented by
the following:
"On December 12, 2000, Purchaser issued a press release announcing the
extension of the Offer to 5:00 p.m., New York City time, on Tuesday, December
19, 2000. The Offer had previously been scheduled to expire at 5 p.m., New York
City time, on Tuesday, December 12, 2000. A copy of the press release issued by
Purchaser with respect to the foregoing is attached as Exhibit (a)(1)(P) hereto
and incorporated herein by reference."
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ITEM 16. Exhibits.
(a)(1)(O) Amendment No. 5 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated December 13, 2000 (filed as Schedule 14D-9 on
December 13, 2000 and incorporated by reference)
(a)(1)(P) Press Release issued by Purchaser on December 12, 2000++++
++++ Incorporated by reference to Amendment No. 4 to Schedule TO/13E-3 filed by
Purchaser, Parent, VAC and VA Partners, L.L.C. on December 13, 2000.
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SIGNATURES
After due inquiry and to the best of his or her knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 13, 2000 KENETECH CORPORATION
By: /s/ Dianne P. Urhausen
----------------------
Name: Dianne P. Urhausen
Title: Vice President and Corporate
Secretary
MARK D. LERDAL
/s/ Mark D. Lerdal
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Name: Mark D. Lerdal
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase dated November 6, 2000*+
(a)(1)(B) Letter of Transmittal*+
(a)(1)(C) Notice of Guaranteed Delivery*+
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees*+
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees*+
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*+
(a)(1)(G) Press Release of KENETECH, dated October 25, 2000**
(a)(1)(H) Supplement to Offer to Purchase dated November 26, 2000****++
(a)(1)(I) Recommendation Statement on Schedule 14D-9 of KENETECH
Corporation, dated November 6, 2000***+
(a)(1)(J) Amendment No. 1 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated November 14, 2000 (filed as Schedule 14D-9 on
November 14, 2000 and incorporated by reference)
(a)(1)(K) Amendment No. 2 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated November 27, 2000 (filed as Schedule 14D-9 on
November 27, 2000 and incorporated by reference)
(a)(1)(L) Press Release issued by Purchaser on November 29, 2000*****
(a)(1)(M) Amendment No. 3 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated November 29, 2000 (filed as Schedule 14D-9 on
November 29, 2000 and incorporated by reference)
(a)(1)(N) Amendment No. 4 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated December 12, 2000 (filed as Schedule 14D-9 on
December 12, 2000 and incorporated by reference)
(a)(1)(O) Amendment No. 5 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated December 13, 2000 (filed as Schedule 14D-9 on
December 13, 2000 and incorporated by reference)
(a)(1)(P) Press Release issued by Purchaser on December 12, 2000++++
(a)(2) Letter to Stockholders, dated November 6, 2000***+
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(a)(5)(A) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against Gerald R. Alderson, Charles Christenson, Angus M. Duthie,
Mark D. Lerdal and KENETECH (incorporated by reference to
Schedule III attached to the Schedule 14D-9)***+
(a)(5)(B) Opinion by the Court denying the Motion to Dismiss, dated July
26, 2000 (incorporated by reference to Schedule IV attached to
the Schedule 14D-9)***+
(a)(5)(C) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against KENETECH, Angus M. Duthie, Mark D. Lerdal, Gerald R.
Alderson and Charles Christenson***
(a)(5)(D) Opinion by the Court dismissing Class Action, dated July 26,
2000***
(a)(5)(E) Pages 15 through 35 of KENETECH's Annual Report on Form 10-K for
the year ended December 31, 1999 (incorporated by reference to
KENETECH's Form 10-K filed with the Securities and Exchange
Commission on March 28, 2000)
(a)(5)(F) Pages 2 through 23 of KENETECH's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000 (incorporated by
reference to KENETECH's Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2000)
(a)(5)(G) Notice of Motion and Motion for Leave to File Second Amended and
Supplemental Complaint in the action styled Kohls v. Duthie, et
al. (incorporated by reference to Amendment No. 1 to the Schedule
14D-9 filed by KENETECH on November 14, 2000)
(a)(5)(H) Pages 3 through 28 of the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2000 (incorporated
by reference to the Company's Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2000)
(a)(5)(I) Opinion by the Court denying the Request for a Preliminary
Injunction, dated December 11, 2000+++
(a)(5)(J) Press Release issued by KENETECH on December 12, 2000+++
(c)(1) Opinion of Houlihan Lokey to the Special Committee and the Board
of Directors of KENETECH, dated October 25, 2000 (incorporated by
reference to Schedule II attached to the Schedule 14D-9)+
(c)(2) Presentation to KENETECH's Special Committee and Board of
Directors by Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., dated October 25, 2000*
(c)(3) Schedule of the 823 U.S. acquisitions considered by Houlihan
Lokey****
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(c)(4) Feasibility Assessment of the Proposed Astoria Energy Project,
prepared by Navigant Consulting, Inc. for VAC****
(d)(1) Agreement and Plan of Merger, dated as of October 25, 2000, among
KENETECH, Purchaser and Parent**
(d)(2) Confidentiality Agreement, dated June 29, 2000, between KENETECH
and VAC*
(d)(3) Guaranty, dated October 25, 2000, by VAC for the benefit of
KENETECH*
(d)(4) Subscription and Contribution Agreement, dated October 24, 2000,
among VAC, Parent and Mark D. Lerdal*
(d)(5) Form of Stockholders Agreement, undated, among Parent, Mark D.
Lerdal and certain investing stockholders*
(d)(6) Voting Agreement, dated October 25, 2000, among Parent, Purchaser
and Mark D. Lerdal*
(d)(7) Employment Agreement, dated October 25, 2000, between Purchaser
and Mark D. Lerdal*
(d)(8) Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule l4f-1 thereunder (incorporated by
reference to Schedule I attached to the Schedule 14D-9)+
(d)(9) Amendment to Rights Agreement, dated October 25, 2000, between
KENETECH and ChaseMellon Shareholder Services, L.L.C.***
(f) Section 262 of the General Corporation Law of State of Delaware;
Chapter 13 of the General Corporation Law of the State of
California (included as Schedule C to Offer to Purchase)*
(g) None
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* Incorporated by reference to the Schedule TO filed by Purchaser, Parent and
VAC on November 6, 2000.
** Incorporated by reference to Form 8-K filed by KENETECH on October 26,
2000.
*** Incorporated by reference to the Schedule 14D-9 filed by KENETECH on
November 7, 2000.
**** Incorporated by reference to Amendment No. 2 to Schedule TO/13E-3 filed by
Purchaser, Parent, VAC and VA Partners, L.L.C. on November 27, 2000.
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***** Incorporated by reference to Amendment No. 3 to Schedule TO/13E-3 filed
by Purchaser, Parent, VAC and VA Partners, L.L.C. on November 29, 2000.
+ Included in copies mailed to KENETECH's stockholders on November 7, 2000.
++ Included in copies mailed to the Company's stockholders on November 27,
2000.
+++ Incorporated by reference to Amendment No. 4 to Schedule 14D-9 filed by
KENETECH on December 12, 2000.
++++ Incorporated by reference to Amendment No. 4 to Schedule TO/13E-3 filed
by Purchaser, Parent, VAC and VA Partners, L.L.C. on December 13, 2000.
