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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 7 )(1)
KENETECH Corporation
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
488878109
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(CUSIP Number)
KC Holding Corporation
c/o ValueAct Capital Partners, L.P.
One Maritime Plaza
Suite 1400
San Francisco, California 94111
Attn: Jeffrey W. Ubben
________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 28, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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This Amendment No. 7 (the "Final Amendment") to the Statement on Schedule
13D amends and supplements the Statement on Schedule 13D (the "Schedule 13D")
originally filed on November 2, 2000 by KC Holding Corporation ("Parent"), KC
Merger Corp. ("Purchaser"), ValueAct Capital Partners, L.P. ("ValueAct") and VA
Partners, L.L.C. ("VA Partners"), relating to the third-party tender offer by
Purchaser to purchase all of the outstanding shares of common stock, par value
$0.0001 per share, of KENETECH Corporation, a Delaware corporation (the
"Company"), together with the associated rights attached thereto pursuant to a
rights agreement (collectively, the "Shares"), at a purchase price of $1.04 per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 6,
2000 (the "Initial Offer to Purchase"), as amended by the Supplement to the
Offer to Purchase, dated November 26, 2000 (the "Supplement" and, together with
the Initial Offer to Purchase, the "Offer to Purchase"), and the related Letter
of Transmittal. Capitalized terms used but not defined in this Final Amendment
shall have the meaning assigned to them in the Offer to Purchase.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as follows:
As more fully described in Item 4 hereof, Purchaser and the Company entered
into a Stock Purchase Agreement, dated December 29, 2000 (the "Stock Purchase
Agreement"), pursuant to which Purchaser purchased certain additional Shares, as
further described in Item 4, in consideration for an aggregate amount of
$14,934,728.64 (the "Stock Purchase Consideration"). The Stock Purchase
Consideration was funded by a capital contribution from Parent to Purchaser,
which in turn was funded from the proceeds of the issuance of a promissory note
in the face amount of $14,934,728.64 from Parent to ValueAct.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On December 28, 2000, Purchaser accepted for purchase and payment, pursuant
to the Offer, all Shares which were validly tendered and not withdrawn as of the
expiration of the Offer at 12:00 midnight, New York City time, on December 27,
2000. Based on information provided by Mellon Investor Services, L.L.C., the
depositary for the Offer, 16,021,160 Shares (including 49,502 Shares tendered
pursuant to notices of guaranteed delivery) were validly tendered pursuant to
the Offer and not withdrawn. Immediately after the purchase of the tendered
Shares, Purchaser owned approximately 86% of the outstanding Shares.
On December 29, 2000, Purchaser and the Company entered into the Stock
Purchase Agreement providing for the sale by the Company of 14,360,316 Shares to
Purchaser for the purchase price amount of $1.04 per Share or an aggregate
amount of $14,934,728.64 (the "Stock Purchase").
Effective upon the consummation of the Stock Purchase, Purchaser owned at
least 90% of the outstanding Shares. Pursuant to the Merger Agreement,
Purchaser was then merged with and into the Company immediately upon the filing
of the certificate of ownership and merger, executed in accordance with the
relevant provisions of the Delaware General Corporation Law, with the Secretary
of State of the State of Delaware on December 29, 2000 (the "Merger").
Pursuant to the Merger Agreement, the public stockholders of the Company
who did not tender their Shares in the Offer and who do not seek appraisal of
their Shares pursuant to the provisions of applicable law (the "Dissenting
Stockholders") will have their Shares converted into the right to receive in
cash the same $1.04 per Share purchase amount.
Page 2 of 6 Pages
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The preceding summary of certain provisions of the Stock Purchase Agreement
is not intended to be complete and is qualified in its entirety by reference to
the full text of such agreement, a copy of which is incorporated by reference as
Exhibit E hereto and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
On December 29, 2000, pursuant to the terms and conditions of the Merger
Agreement, Purchaser was merged with and into the Company in accordance with the
General Corporation Law of the State of Delaware, with the Company continuing as
the Surviving Corporation.
Upon the Merger becoming effective: (i) each issued and outstanding share
of common stock, par value $0.01 per share, of Purchaser was converted into one
validly issued, fully paid and nonassessable share of common stock of the
Surviving Corporation; (ii) each issued and outstanding Share held in the
Company's treasury or held by Parent or any wholly owned subsidiary of Parent
was canceled without any consideration being delivered therefor; and (iii) each
issued and outstanding Share of common stock of the Company, other than Shares
of common stock of the Company canceled as described above and other than Shares
of common stock of the Company held by stockholders properly exercising
appraisal rights pursuant to the provisions of applicable law, was converted
into the right to receive from the Surviving Corporation the Merger
Consideration.
In connection with the Merger: (i) each then outstanding option to
purchase any Shares of common stock of the Company (in each case an "Option")
was canceled by the Company and in consideration for such cancellation, the
holder of the Option received the right to receive from the Surviving
Corporation cash in an amount equal to (A) the product of (1) the number of
Shares subject to such Option and (2) the excess, if any, of the Merger
Consideration over the exercise price per share for the purchase of Shares
subject to such Option, minus (B) all applicable federal, state and local taxes
required to be withheld with respect to such payment; and (ii) each holder of a
then outstanding warrant to purchase any Shares (in each case a "Warrant")
received the right to receive in cash an amount (the "Warrant Consideration")
equal to (A) the product of (1) the number of Shares subject to such Warrant and
(2) the excess, if any, of the Merger Consideration over the exercise price per
share for the purchase of the Shares subject to the Warrant, minus (B) all
applicable federal, state and local taxes required to be withheld with respect
to such payment, as a result of such holder previously agreeing that, after the
effective time of the Merger, each such Warrant held by such holder will
represent the right to receive from the Surviving Corporation the Warrant
Consideration.
As a result of the Merger, the Surviving Corporation became a wholly owned
subsidiary of Parent.
A Form 15 has been filed with the Commission in order to deregister the
Shares. A press release relating to the consummation of the Merger is attached
as Exhibit F and is incorporated herein by reference.
Page 3 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as follows:
Exhibit E - Stock Purchase Agreement, dated as of December 29, 2000, by
and among KC Merger Corp., KENETECH Corporation and, with
respect to Section 5J only, KC Holding Corporation.
Exhibit F - Press Release of Parent dated January 2, 2001 relating to
the consummation of the Merger.
Page 4 of 6 Pages
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SIGNATURES
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After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: January 2, 2001 KC HOLDING CORPORATION
By: /s/ Jeffrey W. Ubben
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Its: Secretary/Treasurer
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Date: January 2, 2001 KENETECH CORPORATION (AS SUCCESSOR TO KC MERGER
CORP.)
By: /s/ Dianne P. Urhausen
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Its: Vice President and Corporate Secretary
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Date: January 2, 2001 VALUEACT CAPITAL PARTNERS, L.P.
By: VA Partners, L.L.C.,
its General Partner
By: /s/ Jeffrey W. Ubben
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Its: Managing Member
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Date: January 2, 2001 VA PARTNERS, L.L.C.
By: /s/ Jeffrey W. Ubben
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Its: Managing Member
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Page 5 of 6 Pages
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EXHIBIT INDEX
Exhibit No. Exhibit Name
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E Stock Purchase Agreement, dated as of December 29, 2000, by and
among KC Merger Corp., KENETECH Corporation and, with respect to
Section 5J only, KC Holding Corporation.
F Press Release of Parent dated January 2, 2001 relating to the
consummation of the Merger.
Page 6 of 6 Pages
