-----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, NIC4z6ezjg5ccrSfheR8/0UW9X9kmZ/xndGS7iQ1xVJjF9US3Jhtw4jGrxrtOfA9 z61dJ6FEobu2aFRA7EgxxA== 0000905718-98-000234.txt : 19980505 0000905718-98-000234.hdr.sgml : 19980505 ACCESSION NUMBER: 0000905718-98-000234 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980504 SROS: NASD 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 13D SEC ACT: SEC FILE NUMBER: 005-43755 FILM NUMBER: 98609795 BUSINESS ADDRESS: STREET 1: 500 SANSOME ST STE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153983825 MAIL ADDRESS: STREET 1: 500 SANSOME STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 KENETECH CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) 8 1/4% Preferred Redeemable Increased Dividend Equity Securities - -------------------------------------------------------------------------------- (Title of Class of Securities) 488878307 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 421-2600 (973) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 23, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that 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 l3d-7 for other parties to whom copies are to be sent. *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 ("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). Cusip No. 488878307 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Stephen Feinberg - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States Number of 7) Sole Voting Power: * Shares Beneficially 8) Shared Voting Power: * Owned by Each Reporting 9) Sole Dispositive Power: * Person With: 10) Shared Dispositive Power: * - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,860* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 5.7%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * 3,020 shares (2.9%) of 8 1/4% Preferred Redeemable Increased Dividend Equity Securities (the "Preferred Stock") are owned by Cerberus Partners, L.P., a limited partnership organized under the laws of Delaware ("Cerberus"). 1,980 shares (1.9%) of Preferred Stock are owned by Cerberus International, Ltd., a corporation organized under the laws of the Bahamas ("International"). 80 shares (less than 0.1%) of Preferred Stock are owned by Ultra Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and investment control over all shares of the Preferred Stock owned by Cerberus, International and Ultra. In addition, 780 shares (0.8%) of Preferred Stock are owned by various other persons and entities for which Stephen Feinberg possesses certain investment authority. See Item 5 for further information. Item 1. Security and Issuer. This statement relates to the 8 1/4% Preferred Redeemable Increased Dividend Equity Securities (the "Preferred Stock"), of Kenetech Corporation (the "Company"), whose principal executive offices are located at 500 Sansome Street, Suite 300, San Francisco, California 94111. Item 2. Identity and Background. The person filing this statement is Stephen Feinberg, whose business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg serves as (i) the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund, Ltd. ("Ultra") and certain other private investment funds (the "Funds"). Cerberus, International, Ultra and the Funds are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Feinberg has never been convicted in any criminal proceeding, nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Feinberg is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All funds used to purchase securities of the Company on behalf of Cerberus, International, Ultra and the Funds come directly from the assets of Cerberus, International, Ultra and the Funds, respectively. Item 4. Purpose of Transaction. The acquisition of the securities referred to in Item 5 is for investment purposes on behalf of Cerberus, International, Ultra and the Funds, respectively, and Stephen Feinberg has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Based upon information set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as of March 13, 1998 there were issued and outstanding 102,492 shares of the Preferred Stock.+ As of April 23, 1998, Cerberus owned 3,020 shares of such Preferred Stock, or 2.9% of those outstanding; International owned 1,980 shares of such Preferred Stock, or 1.9% of those outstanding; Ultra owned 80 shares of such Preferred Stock, or less than 0.1% of those outstanding; and the Funds in the aggregate owned 780 shares of such Preferred Stock, or 0.8% of those outstanding. Stephen Feinberg possesses (i) sole power to vote and direct the disposition of all securities of the Company owned by each of Cerberus, International and Ultra and (ii) power to direct the disposition of the securities of the Company owned by the Funds. The only transaction by Cerberus, International, Ultra and the Funds in the Preferred Stock during the past sixty days was the April 23, 1998 purchase by Cerberus of 2,500 shares of the Preferred Stock in an ordinary broker's transaction at a purchase price of $206.25 per share of Preferred Stock.++ ________________ + Beneficial ownership of the Preferred Stock is held in the form of Depositary Shares, each representing a one-fiftieth (1/50) interest in a share of Preferred Stock. The 5,860 shares of Preferred Stock subject to this Schedule are represented by 293,000 Depositary Shares. The holder of each Depositary Share has the right to instruct the depositary how to vote the underlying shares of Preferred Stock. ++ As noted above, each Depositary Share represents a one-fiftieth (1/50) interest in a share of Preferred Stock. Thus, the purchase price of $206.25 per share of Preferred Stock represents a purchase price of $4.125 per Depositary Share. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Stephen Feinberg and any person or entity. Item 7. Material to be Filed as Exhibits. Not applicable. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. May 1, 1998 /s/ Stephen Feinberg ____________________________________ Stephen Feinberg, in his capacity as the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P., and as the investment manager for each of Cerberus International, Ltd., Ultra Cerberus Fund, Ltd. and the Funds ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----