-----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, KAMLmwsu4yxRFZiVBREI1o05yIZytbSVq/rjiwsYw/p1hgkfNazpSVqn4xvGOAVn lW3UPBMU7sg4/XKBkIwjqA== 0000909518-96-000322.txt : 19960924 0000909518-96-000322.hdr.sgml : 19960924 ACCESSION NUMBER: 0000909518-96-000322 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960923 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: 1934 Act SEC FILE NUMBER: 005-43755 FILM NUMBER: 96633256 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: ODYSSEY PARTNERS LP CENTRAL INDEX KEY: 0000709936 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135614745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 31 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 31 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Kenetech Corporation -------------------- (Name of Issuer) 8 1/4% Preferred Redeemable Increased Dividend Equity Securities ---------------------------------------------------------------- (Title of Class of Securities) 488878307 --------- (CUSIP Number) Lawrence Levitt, Chief Financial Officer, Odyssey Partners, L.P. 31 West 52nd Street, New York, New York 10019 (212) 708-0600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 1996 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement. [x] (A fee is not required only if the reporting 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) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 shall not be deemed to be "filed" for the purpose of Section 13 of the Securities Exchange Act of 1934 (the "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). Page 1 of 6 SCHEDULE 13D CUSIP No. 488878307 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Odyssey Partners, L.P. (E.I. No. 13-5614745) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8,000 (see Item 5) OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 8,000 (see Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 (see Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (see Item 5) 14 TYPE OF REPORTING PERSON PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 Item 1. Security and Issuer. -------------------- This Statement on Schedule 13D is being filed by Odyssey Partners, L.P. ("Odyssey"), a Delaware limited partnership, in connection with its beneficial ownership of the 8 1/4% Preferred Redeemable Increased Dividend Equity Securities, Stated Value $1,012.50 per share (the "Preferred Stock"), of Kenetech Corporation, a Delaware corporation (the "Company"). The address of the principal executive office of the Company is 500 Sansome Street, Suite 800, San Francisco, California 94111. Item 2. Identity and Background. ------------------------ The person filing this Statement is Odyssey. Odyssey's principal executive office is located at 31 West 52nd Street, New York, New York 10019. Odyssey is a private investment partnership with substantial equity capital invested in marketable securities and closely held businesses. Odyssey has six general partners (individually, a "General Partner" and, collectively, the "General Partners"): Leon Levy, Jack Nash, Joshua Nash, Stephen Berger, Brian Wruble and Nash Family Partnership, L.P., a New York limited partnership. The business address of each General Partner is 31 W. 52nd Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy, Jack Nash, Joshua Nash, Berger and Wruble (each of whom is a citizen of the United States) is to serve as a general partner of Odyssey. The principal business of Nash Family Partnership, L.P. is investments. The general partner of Nash Family Partnership, L.P. is Joshua Nash. During the last five years, neither Odyssey nor any General Partner has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is 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. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The shares of Preferred Stock beneficially owned by Odyssey were acquired over various dates for an aggregate cash purchase price of $490,424.25, which funds were derived from Odyssey's working capital. No part of the purchase price for the Preferred Stock beneficially owned by Odyssey is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting Preferred Stock. All or part of the Page 3 of 6 shares of Preferred Stock beneficially owned by Odyssey may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Odyssey. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction. ----------------------- Odyssey considers its interest in the Preferred Stock to be an investment. Odyssey may purchase additional shares of Preferred Stock from time to time in the open market, in privately negotiated transactions, or otherwise. Odyssey may also dispose of any or all of the shares of Preferred Stock beneficially owned by it in the open market, in privately negotiated transactions, or otherwise. Although the foregoing represents the range of activities presently contemplated by Odyssey with respect to the Company, it should be noted that the possible activities of Odyssey are subject to change at any time. Except as set forth in this Item 4, neither Odyssey nor, to the best knowledge of Odyssey, any General Partner, has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) Odyssey beneficially owns 8,000 shares of Preferred Stock(1), representing approximately 7.8% the outstanding shares of Preferred Stock. (A total of 102,492 shares of Preferred Stock were outstanding at June 30, 1996, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.) To the best of Odyssey's knowledge, none of the General Partners beneficially owns any Preferred Stock, other than in its capacity as a general partner of Odyssey. (b) Odyssey has the sole power to vote and dispose of the shares of Preferred Stock beneficially owned by it, and does not share with others the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, any of the shares of Preferred Stock beneficially owned by it, except that all General Partners (excluding the Nash Family Partnership, L.P.) share voting and dispositive power over such shares of Preferred Stock. - -------- (1) Beneficial ownership of the Preferred Stock is held in the form of Depositary Shares, each representing a one-fiftieth interest in a share of Preferred Stock. Odyssey beneficially owns 400,000 Depositary Shares, representing an interest in 8,000 shares of Preferred Stock. Page 4 of 6 (c) On the dates set forth below, Odyssey purchased, through transactions on the Nasdaq National Market System, Depositary Shares, each representing a one-fiftieth interest in a share of Preferred Stock, as set forth below:
Date of Number of Shares of Price Per Transaction Depositary Preferred Depositary Total Shares Stock Share(2) Purchased Represented - ----------------------------------------------------------------------------------------------- September 13, 1996 27,500 550 1.12 $ 30,745 September 13, 1996 35,000 700 1.14 $ 39,998 September 13, 1996 200,000 4,000 1.25 $ 250,000 September 17, 1996 15,000 300 1.11 $ 16,556 September 19, 1996 122,500 2,450 1.25 $ 153,125
Except as provided above, neither Odyssey nor any General Partner has effected any transactions in the Preferred Stock during the 60 days preceding the date of this Statement. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ----------------------------------- Neither Odyssey nor, to the best of Odyssey's knowledge, any General Partner, has entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. --------------------------------- Not applicable. - -------- (2) Net of commissions. Page 5 of 6 SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 23, 1996 ODYSSEY PARTNERS, L.P. By: /s/ Jack Nash ---------------------- Jack Nash A General Partner Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----