-----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, C9zypALMRGH2gs1qonqNx94hwm8pGYsowvDGXPaKPjQJyeen15YFtMVwrGWdw4ad vfKf593yz8ntKhgPucGYeA== 0001052424-98-000002.txt : 19980114 0001052424-98-000002.hdr.sgml : 19980114 ACCESSION NUMBER: 0001052424-98-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980113 SROS: NONE 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: 98505340 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: LERDAL MARK D CENTRAL INDEX KEY: 0001052424 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 SANSOME ST STE 300 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 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP 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) Common Stock $0.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 488878109 ------------------------------------------------------------------------- (CUSIP Number) Dianne P. Urhausen c/o KENETECH Corporation, 500 Sansome St., #300, San Francisco, CA 94111 (415) 398-3825 - - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1997 ------------------------------------------------------------------------- (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 / /. 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 page shall not be deemed to be "filed" for the purpose of Section 18 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. 488878109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark D. Lerdal Employer I.D.# - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 12,896,458 Shares The number of shares stated as beneficially owned includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the Company currently and within 60 days following January 5, 1997. NUMBER OF ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 12,896,458 Shares REPORTING The number of shares stated as beneficially owned PERSON includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the WITH Company currently and within 60 days following January 5, 1997. ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- Page 2 of 6 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,896,458 Shares The number of shares stated as beneficially owned includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the Company currently and within 60 days following January 5, 1997. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.99% The number of shares stated as beneficially owned includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the Company currently and within 60 days following January 5, 1997. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 Item 1. Security and Issuer. - ---------------------------- This statement relates to shares of Common Stock, $0.0001 par value per share (the "Shares"), of KENETECH Corporation (the "Company"). The principal executive offices of the Company are located at 500 Sansome Street, San Francisco, California 94111. Item 2. Identity and Background. - -------------------------------- (a) Mark D. Lerdal (b) 500 Sansome Street, Suite 300, San Francisco, CA 94111 (c) Chief Executive Officer and President of the Company (d) During the last five years, Mr. Lerdal has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Lerdal has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment 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. (f) Mr. Lerdal is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. - ----------------------------------------------------------- Mr. Lerdal acquired the 12,865,458 Shares reported herein, in a private sale consummated on December 29, 1997, from affiliates of The Hillman Company, 824 Market Street, Suite 900, Wilmington, Delaware, for an aggregate purchase amount of approximately $1,000. The Shares were purchased with personal funds of Mr. Lerdal. Item 4. Purpose of Transaction. - -------------------------------- Mr. Lerdal acquired the Shares for investment and not with the purpose of changing or influencing the control of the Company. However, Mr. Lerdal will continue in his current role of Chief Executive Officer and President of the Company and in such capacity has influence and control over the management of the Company. Other than in his capacity as Chief Executive Officer and President of the Company, Mr. Lerdal does not have any plans or proposals which relate to or would result in any of the actions enumerated in Item 4 of Schedule 13D, except Mr. Lerdal may dispose of some or all of the Shares or may acquire additional shares of Common Stock of the Company, from time to time, depending upon price and market conditions, evaluation of alternative investments, and other factors. Page 4 of 6 Item 5. Interest In Securities of Issuer. - ------------------------------------------ (a) The aggregate number of shares of Common Stock of the Company deemed to be beneficially owned by Mr. Lerdal for the purpose of this Statement is 12,896,458 shares, representing 34.99% of the outstanding shares of Common Stock of the Company based on 36,829,618 shares disclosed as outstanding by the Company in its most recent filing on Form 10-Q. The number of shares stated as beneficially owned includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the Company currently and within 60 days following January 5, 1997. (b) Mr. Lerdal has the sole power to vote and the sole power to dispose of all 12,896,458 shares of Common Stock of the Company beneficially owned by him. The number of shares stated as beneficially owned includes 31,000 shares relating to all options under which Mr. Lerdal could acquire Common Stock of the Company currently and within 60 days following January 5, 1997. (c) Mr. Lerdal acquired the 12,865,458 Shares reported herein, in a private sale consummated on December 29, 1997, from affiliates of The Hillman Company, 824 Market Street, Suite 900, Wilmington, Delaware, for an aggregate purchase amount of approximately $1,000. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. ----------------------------- Mr. Lerdal does not have any contract, arrangement, understanding or relationship with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. - ------------------------------------------ None. Page 5 of 6 SIGNATURE After reasonable inquiry, and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 12, 1998 By:/s/ Mark D. Lerdal Name: Mark D. Lerdal Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----