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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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
(CUSIP Number of Class of Securities)
Dianne P. Urhausen
Vice President and Corporate Secretary
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. Mark A. Morton, Esq.
Morrison & Foerster LLP Potter Anderson & Corroon LLP
425 Market Street Hercules Plaza, P.O. Box 951
San Francisco, CA 94105 Wilmington, DE 19899
(415) 268-7000 (302) 984-6000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed by KENETECH Corporation, a Delaware
corporation ("KENETECH" or the "Company"), with the Securities and Exchange
Commission 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 and Amendment No. 3 to Schedule 14D-9 filed on November 29, 2000
(as amended, the "Schedule 14D-9"), related to the tender offer by KC Merger
Corp., a Delaware corporation, which is wholly owned by KC Holding Corporation,
a Delaware corporation, which in turn is wholly owned by ValueAct Capital
Partners, L.P., a Delaware limited partnership, for all of the issued and
outstanding shares of common stock, $0.0001 par value, of KENETECH at a purchase
price of $1.04 per share. Unless otherwise defined herein, all capitalized terms
used but not defined in this Amendment No. 4 shall have the meaning assigned to
them in the Schedule 14D-9.
On the date hereof, KENETECH and Mark D. Lerdal are filing with the
Securities and Exchange Commission Amendment No. 4 to the Schedule 13E-3 filed
November 7, 2000, as amended.
Items 8. Additional Information
The subsection titled "Delaware Derivative Litigation" in the section
titled "Certain Litigation Matters" of Item 8 of the Schedule 14D-9 is hereby
amended and supplemented by the following:
"On December 11, 2000, the Chancery Court denied the plaintiffs' request
for a preliminary injunction. The Chancery Court's opinion denying the
injunction is attached as Exhibit (a)(5)(I) hereto and incorporated by this
reference. The Company issued a press release, dated December 12, 2000,
announcing the Chancery Court's decision denying plaintiffs' request for a
preliminary injunction. A copy of the press release issued by the Company with
respect to the foregoing is attached as Exhibit (a)(5)(J) hereto and
incorporated herein by reference."
Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following:
EXHIBIT NO. DESCRIPTION
(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 the Company on December 12, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2000.
By: /s/ Dianne P. Urhausen
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Dianne P. Urhausen
Vice President and Corporate Secretary
