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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
KEMET Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
488360 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Act of 1934
("Act") 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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CUSIP No. 488360 10 8 13G Page 2 of __ Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fiduciary Capital Partners, L.P. - 86-0653600
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
27,944
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
27,944
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,944
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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<TABLE>
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Item 1(a)
Name of Issuer-. . . . . . . . . . . . KEMET Corporation
Item 1(b)
Address of Issuer's P.O. Box 5928
Principal Executive Highway 385, S.E.
Offices- . . . . . . . . . . . . . . Greenville, South Carolina 29606
Item 2(a)
Name of Person Filing- . . . . . . . . Fiduciary Capital Partners, L.P.
Item 2(b)
Address of Principal
Business Office or, 410 17th Street, Suite 400
if none, Residence- . . . . . . . . Denver, Colorado 80202
Item 2(c)
Citizenship- . . . . . . . . . . . . . USA (a Delaware limited partnership)
Item 2(d)
Title of Class of Securities-. . . . . Common Stock
Item 2(e)
CUSIP Number-. . . . . . . . . . . . . 488360 10 8
</TABLE>
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Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1(b)(l)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [X] Group, in accordance with section
240.13d-1(b)(l)(ii)(H)
Item 4(a)
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Amount beneficially owned- ............ 27,944
Item 4(b)
Percent of Class-...................... 0.07%
Item 4(c)
Number of shares as to which
such person has:
(i) sole power to vote
or direct the vote..... 27,944
(ii) shared power to vote
or direct the vote..... Not applicable.
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(iii) sole power to dispose
or to direct the
disposition of............27,944
(iv) shared power to dispose
or to direct the
disposition of............Not applicable.
Item 5
Not applicable.
Item 6
Not applicable.
Item 7
Not applicable.
Item 8
The Reporting Person entered into a Voting Agreement dated June 15, 1992. The
Voting Agreement requires the entities and persons named in the attached
Exhibit A, who are stockholders of the issuer, to vote their shares for
directors who are representatives of the parties to the Voting Agreement.
Therefore, the parties to the Voting Agreement may be deemed members of a
"Group" pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934.
The Reporting Person has sole voting power and dispositive power over its own
shares and has no voting power or dispositive power over the shares of any
other member of the "Group". The Reporting Person believes the percent of class
owned beneficially by all members of the "Group" is 27.27%.
Item 9
Not applicable.
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Item 10
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable 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.
FIDUCIARY CAPITAL PARTNERS, L.P.
By: FCM Fiduciary Capital
Management Company,
Managing General Partner
By: /s/ DONALD R. JACKSON
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Donald R. Jackson
Chief Financial Officer
Date: February 11, 1997
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EXHIBIT A
The members of the group, whose aggregate ownership is deemed to exceed 5% as a
result of the Voting Agreement, are listed below:
KEMET Corporation
Citicorp Venture Capital, Ltd.
Fiduciary Capital Partners, L.P.
Fiduciary Capital Pension Partners, L.P.
David E. Maguire
Charles E. Volpe
James J. Jerozal
Glenn H. Spears
John Piper
Kenneth L. Martin
D. Ray Cash
Brian G. Hawthornthwaite
Donald A. Adams
Bernd K. Scheumann
Donald J. Poinsette
Robert A. Taylor, Jr.
Harris L. Crowley, Jr.
Edwin H. Bost
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