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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
December 28, 2000
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KENETECH CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 33-53132 90-3009803
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
500 SANSOME STREET, SUITE 410, SAN FRANCISCO, CALIFORNIA 94111
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(Address of principal executive offices) (Zip Code)
(415) 398-3825
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or address, if changed since last report)
Total No. of Pages: 4
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Item 1: Changes in Control of Registrant.
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On December 28, 2000, in connection with an offer to purchase made by
KC Holding Corporation ("Parent") and KC Merger Corp. (the "Purchaser") for all
the outstanding shares of common stock, par value $0.0001 per share (the
"Shares") of KENETECH Corporation (the "Registrant"), at $1.04 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 6, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which together with any
amendments or supplements thereto, collectively constitute the "Offer"),
Purchaser announced the expiration of the Offer and the Purchaser's acceptance
for payment of the Shares validly tendered into the Offer and not withdrawn. As
of December 28, 2000, Purchaser owned approximately 86% of the outstanding
Shares of the Registrant.
On December 29, 2000, Purchaser purchased an additional 14,360,316
Shares from the Registrant for a cash purchase price of $1.04 per Share (the
"Stock Purchase"). As a result of the Stock Purchase, Purchaser owned 90% of the
outstanding Shares of the Registrant as of December 29, 2000.
On December 29, 2000, pursuant to an Agreement and Plan of Merger
dated October 25, 2000, and as amended by Amendment No. 1 to the Agreement and
Plan of Merger dated December 19, 2000, by and among Parent, Purchaser and the
Registrant and pursuant to Section 253 of the Delaware General Corporation Law,
the Purchaser merged with and into the Registrant with the Registrant as the
surviving corporation and wholly owned subsidiary of Parent (the "Merger"). Upon
consummation of the Merger, each outstanding Share of the Registrant (other than
Shares of former stockholders that properly exercise appraisal rights with
respect to the Merger) was converted into the right to receive $1.04 in cash
(the "Merger Consideration"). The transfer agent for the Shares has been
instructed by the Registrant to close the stock transfer books for the Shares,
and the Shares will no longer be eligible for quotation on the over-the-counter
market.
The Purchaser has obtained or will obtain all funds needed for the
Offer, the Merger and the Stock Purchase through a capital contribution of
$36,565,078.64 from Parent. Parent has funded this capital contribution from
$21,630,350 in proceeds from the issuance of its common stock, par value $0.01
per share, to ValueAct Capital Partners, L.P. ("ValueAct") and borrowings of
$14,934,728.64 from ValueAct.
Mellon Investor Services, L.L.C. has been retained by the Registrant
to serve as the Exchange Agent. Letters of Transmittal, together with
instructions relating thereto, are expected to be provided promptly to the
Registrant's former stockholders so that such stockholders may receive the
Merger Consideration.
Certain exhibits to the combined Tender Offer Statement on Schedule
TO, Rule 13E-3 Transaction Statement and Statement on Schedule 13D, each as
amended by Amendments Nos. 1, 2, 3, 4, 5, 6 and 7 thereto, originally filed with
the Securities and Exchange Commission on November 7, 2000 (collectively and as
amended, the "Tender Offer Statement") by Parent, Purchaser, ValueAct and VA
Partners, L.L.C. are incorporated herein by reference to the Tender Offer
Statement and are attached hereto as exhibits. A copy of the press release,
dated January 2, 2001, issued by Parent relating to the consummation of the
Merger is attached hereto as Exhibit 99.2.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits
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Item Exhibit Index
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2.1 Agreement and Plan of Merger, dated as of October 25,
2000, among Parent, Purchaser and the Registrant,
incorporated by reference to Form 8-K filed by the
Registrant on October 26, 2000, as amended by Amendment
No. 1 to Agreement and Plan of Merger, dated as of
December 19, 2000, incorporated by reference to
Amendment No. 5 to Schedule TO/13E-3/13D filed by
Purchaser, Parent, ValueAct and VA Partners, L.L.C. on
December 20, 2000.
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99.1 Press Release of Parent dated December 28, 2000,
relating to the expiration of the Offer, incorporated
by reference to Amendment No. 6 to Schedule TO/13E-
3/13D filed by Purchaser, Parent, ValueAct and VA
Partners, L.L.C. on December 28, 2000.
99.2 Press Release of Parent dated January 2, 2001 relating
to the consummation of the Merger, incorporated by
reference to Exhibit E of Amendment No. 7 to Schedule
13D filed by Parent, ValueAct and the Registrant on
January 2, 2001.
99.3 Subscription and Contribution Agreement, dated October
24, 2000, among Parent, ValueAct and Mark D. Lerdal,
incorporated by reference to the Schedule TO/13E-3/13D
filed by Parent, ValueAct, and the Registrant on
November 7, 2000.
99.4 Stock Purchase Agreement, dated December 29, 2000,
between Purchaser and the Registrant, incorporated by
reference to Exhibit F of Amendment No. 7 to Schedule
13D filed by Parent, ValueAct and the Registrant on
January 2, 2001.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: January 2, 2001
KENETECH CORPORATION
By: /s/ Dianne P. Urhausen
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Dianne P. Urhausen
Vice President and Corporate Secretary
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Exhibit Index
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Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of October 25, 2000, among
Parent, Purchaser and the Registrant, incorporated by reference to Form
8-K filed by the Registrant on October 26, 2000, as amended by
Amendment No. 1 to Agreement and Plan of Merger, dated as of December
19, 2000, incorporated by reference to Amendment No. 5 to Schedule
TO/13E-3/13D filed by Purchaser, Parent, ValueAct and VA Partners,
L.L.C. on December 20, 2000.
99.1 Press Release of Parent dated December 28, 2000, relating to the
expiration of the Offer, incorporated by reference to Amendment No. 6
to Schedule TO/13E-3/13D filed by Purchaser, Parent, ValueAct and VA
Partners, L.L.C. on December 28, 2000.
99.2 Press Release of Parent dated January 2, 2001 relating to the
consummation of the Merger, incorporated by reference to Exhibit E of
Amendment No. 7 to Schedule 13D filed by Parent, ValueAct and the
Registrant on January 2, 2001.
99.3 Subscription and Contribution Agreement, dated October 24, 2000, among
Parent, ValueAct and Mark D. Lerdal, incorporated by reference to the
Schedule TO/13E-3/13D filed by Purchaser, Parent and ValueAct on
November 7, 2000.
99.4 Stock Purchase Agreement, dated December 29, 2000, between Purchaser
and the Registrant, incorporated by reference to Exhibit F of Amendment
No. 7 to Schedule 13D filed by Parent, ValueAct and the Registrant on
January 2, 2001.
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