-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UyYDYxbNCNMWwRTE76Zee40epIhF8yuhK2yg8PB8j8eOC0t90HYM7VI30HxZWXwI 2NDpV5gFzROEOxpsuttItg== 0000898430-00-003882.txt : 20001221 0000898430-00-003882.hdr.sgml : 20001221 ACCESSION NUMBER: 0000898430-00-003882 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENETECH CORP CENTRAL INDEX KEY: 0000807708 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 943009803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-43755 FILM NUMBER: 792122 BUSINESS ADDRESS: STREET 1: 500 SANSOME STREET SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153983825 MAIL ADDRESS: STREET 1: 500 SANSOME STREET SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENETECH CORP CENTRAL INDEX KEY: 0000807708 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 943009803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 500 SANSOME STREET SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153983825 MAIL ADDRESS: STREET 1: 500 SANSOME STREET SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 14D9/A 1 0001.txt AMENDMENT 6 TO SCHEDULE 14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 6 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, Amendment No. 4 to Schedule 14D-9 filed on December 12, 2000 and Amendment No. 5 to Schedule 14D-9 filed on December 13, 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. 6 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. 6 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. 5 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 19, 2000, Purchaser and KENETECH issued a press release announcing the extension of the Offer to 12:00 midnight, New York City time, on Wednesday, December 27, 2000. The Offer had previously been scheduled to expire at 5 p.m., New York City time, on Tuesday, December 19, 2000. A copy of the press release issued by Purchaser and KENETECH with respect to the foregoing is attached as Exhibit (a)(1)(K) hereto and incorporated herein by reference." Items 2, 3, 4 and 8 and the Information Statement. Items 2, 3, 4 and 8 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 19, 2000, the Company, Parent and Purchaser entered into Amendment No. 1 to Agreement and Plan of Merger ("Amendment No. 1"), which amends the Merger Agreement. Amendment No. 1 is attached as Exhibit (e)(10) hereto and incorporated herein by reference." In addition, the information in Items 4 and 5 of Amendment No. 5 to Schedule TO/13E-3, dated December 19, 2000, is incorporated by reference herein to amend and supplement Items 2, 3, 4 and 8 of the Schedule 14D-9 and the Information Statement, which is attached as Schedule I to the Schedule 14D-9, to the extent applicable. 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)(K) Press Release issued by Purchaser and the Company on December 19, 2000++++ (a)(1)(L) Amendment No. 5 to Schedule TO/13E-3, dated December 19, 2000 (incorporated by reference to Amendment No. 5 to Schedule TO/13E-3 filed by Purchaser, Parent, VAC and VA Partners, L.L.C. on December 20, 2000) (e)(10) Amendment No. 1 to Agreement and Plan of Merger, dated as of December 19, 2000, by and among the Company, Purchaser and Parent++++ ++++ Incorporated by reference to Amendment No. 5 to Schedule TO/13E-3 filed by Purchaser, Parent, VAC and VA Partners, L.L.C. on December 20, 2000. 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 20, 2000. By: /s/ Dianne P. Urhausen --------------------------------------- Dianne P. Urhausen Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----