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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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. 5 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, Amendment No. 3 to Schedule 14D-9
filed on November 29, 2000 and Amendment No. 4 to Schedule 14D-9 filed on
December 12, 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. 5 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. 5 to the Schedule 13E-3 filed
November 7, 2000, as amended, and Purchaser, Parent, VAC and VA Partners, L.L.C.
have filed with the Securities and Exchange Commission Amendment No. 4 to the
Schedule TO/13E-3 filed November 7, 2000, as amended.
Items 2 and 4 and the Information Statement.
Items 2 and 4 of the Schedule 14D-9 and the Information Statement, which
is attached as Schedule I to the Schedule 14D-9, 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)(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)(1)(J) 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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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 13, 2000.
By: /s/ Dianne P. Urhausen
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Dianne P. Urhausen
Vice President and Corporate Secretary
