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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE 14D-9
(Rule 14d-10)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
KENETECH CORPORATION
(Name of Subject Company)
KENETECH CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.000l per share
(Title of Class of Securities)
488878109 (Common Stock)
(CUSIP Number of Class of Securities)
Dianne P. Urhausen
Vice President, Corporate Secretary and General Counsel
500 Sansome Street, Suite 410
San Francisco, California 94111
(415) 398-3825
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement).
With a Copy to:
Michael G. O'Bryan, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
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EX-99.1 OTHERDOC
ex99-1.txt
PRESS RELEASE, DATED 10/25/00
For Immediate Release
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KENETECH CORPORATION SIGNS MERGER AGREEMENT
San Francisco, Calif., October 25, 2000 -- KENETECH CORPORATION (OTCBB:
KWND.OB) announced today that it has entered into an agreement and plan of
merger with KC Holding Corporation and KC Merger Corp. Under the terms of the
merger agreement, KC Merger Corp. will commence a cash tender offer for all of
the issued and outstanding shares of common stock, $.0001 par value, of KENETECH
at a price of $1.04 per share. Following the purchase of shares pursuant to the
tender offer, KC Merger Corp. will merge with and into KENETECH and KENETECH
will become a wholly-owned subsidiary of KC Holding Corporation. In the merger,
the remaining stockholders of KENETECH will become entitled to receive the per
share consideration paid in the tender offer. KC Holding Corporation is a
subsidiary of ValueAct Capital Partners, L.P., and KC Merger Corp. is a
subsidiary of KC Holding Corporation. Mark D. Lerdal, Chairman of the Board,
Chief Executive Officer and President of KENETECH, has agreed with KC Holding
Corporation and KC Merger Corp. not to tender any of the shares of KENETECH
common stock held by him. Mr. Lerdal has agreed with KC Holding Corporation to
contribute his shares to KC Holding Corporation in exchange for shares of
capital stock in KC Holding Corporation.
The Board of Directors of KENETECH, based on the recommendation of a Special
Committee consisting of independent members of the Board of Directors, has
approved the tender offer and the merger and recommended that stockholders
accept the offer.
The tender offer is subject to customary terms and conditions, including the
tender of 85% of the outstanding shares of common stock (excluding those shares
held by Mr. Lerdal), determined on a fully diluted basis. It is anticipated
that the transaction will be completed by the end of 2000.
Notwithstanding its recommendation and consistent with the terms of the merger
agreement, the Special Committee of the Board of Directors requested that the
Special Committee's financial advisor, Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., be available to receive unsolicited inquiries from any other
parties interested in the possible acquisition of KENETECH. If the Special
Committee or KENETECH's Board of Directors, after consultation with its
independent legal counsel, determines that taking such actions is appropriate in
light of its fiduciary duties to KENETECH stockholders under applicable law,
KENETECH may provide information to and engage in discussions and negotiations
with such other parties and take other appropriate actions in connection with
any such indicated interest.
KENETECH has historically been involved in the development and management of
independent power projects. KENETECH is currently participating with other
parties in developing two electric generating facilities and one oriented
strand-board facility.
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ValueAct Capital Partners, L.P., is a San Francisco-based investment partnership
formed to make minority investments, and a select number of control investments,
in small-capitalization public companies.
For further information contact:
Dianne P. Urhausen
Telephone: (415) 398-3825 ext. 8565
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of KENETECH. At the time KC Merger Corp. commences its offer, it
will file a Tender Offer Statement with the U.S. Securities and Exchange
Commission and KENETECH will file a Solicitation/Recommendation Statement with
respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement will be made
available to all stockholders of KENETECH, at no expense to them. The Tender
Offer Statement (including the Offer to Purchase, the related Letter of
Transmittal and all other offer documents filed with the Commission) and the
Solicitation/Recommendation Statement will also be available for free at the
Securities and Exchange Commission's Web site at www.sec.gov. Investors and
security holders are strongly advised to read both the tender offer statement
and the solicitation/recommendation statement regarding the tender offer
referred to in this press release when they become available because they will
contain important information.
Except for the historical information contained herein, certain matters set
forth in this press release concerning KENETECH are forward-looking statements
within the meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
known and unknown risks and uncertainties which may cause KENETECH's actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by these forward-
looking statements.
