UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 2, 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) (I.R.S. 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)
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Item 5. Other Events.
On February 2, 2000, plaintiffs Robert L. Kohls and Louise A. Kohls filed
two actions in the Court of Chancery of the State of Delaware In and For New
Castle County, against defendants KENETECH Corporation (the "Registrant"), Angus
M. Duthie, Mark D. Lerdal, Gerald R. Alderson and Charles Christenson.
Plaintiffs allege that they were beneficial owners of Preferred Redeemable
Increased Dividend Equity Securities, 8-1/4% PRIDES, Convertible Preferred
Stock, par value $0.01 per share (the "PRIDES") of the Registrant, that
mandatorily converted, on May 14, 1998, into common stock, par value $0.0001 per
share ("Common Stock"), of the Company.
The first action is purportedly brought as a class action on behalf of the
named plaintiffs and all other persons who owned the PRIDES as of May 13, 1998,
and plaintiffs allege, among other things, that defendants breached the terms of
the Registrant's Certificate of Designations, Preferences, Rights and
Limitations under which the PRIDES were issued and breached their fiduciary duty
to protect the interests of the holders of the PRIDES prior to the PRIDES
mandatory conversion. Plaintiffs are seeking, among other things, certification
of the action as a class action and a declaration that the holders of PRIDES are
entitled to be paid a liquidation preference of up to $1,012.50 per share of
PRIDES or, in the alternative, a judgment in the amount that would have
otherwise been attributed to the PRIDES up to $1,012.50 per share.
The second action is purportedly brought as a derivative action on behalf
of the Registrant and plaintiffs generally allege that the purchase of the
Registrant's Common Stock by defendant Mark D. Lerdal in December 1997 was a
corporate opportunity and that such Common Stock should have been instead
purchased by the Registrant. Plaintiffs are seeking, among other things, a
declaration that the purchase of the Common Stock by defendant Lerdal
constituted the taking of a corporate opportunity and is null and void and an
order requiring Defendant Lerdal to transfer the Common Stock to the Registrant
for the consideration he paid or, to the extent the Common Stock may not be
transferred to the Registrant, damages for the fair value of the Common Stock.
The Registrant intends to vigorously defend each of these actions.
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 hereunto duly authorized.
KENETECH Corporation
(Registrant)
Date: February 3, 2000 By: _________________________________
Mark D. Lerdal
President and Chief Executive Officer
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