-----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, KHWJqtEyTMkjoKUuQFJgGt+UL6tHGQUNOaAS6M6qKewMlUeYXPlPOLLeWYLHB4X9 VG2MEJ12fXdCU4el7Bkjzw== 0001035704-99-000090.txt : 19990215 0001035704-99-000090.hdr.sgml : 19990215 ACCESSION NUMBER: 0001035704-99-000090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEMET CORP CENTRAL INDEX KEY: 0000887730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 570923789 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42790 FILM NUMBER: 99534279 BUSINESS ADDRESS: STREET 1: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 BUSINESS PHONE: 8039636300 MAIL ADDRESS: STREET 1: P O BOX 5928 STREET 2: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDUCIARY CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000841687 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 860653600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 410 17TH STREET STREET 2: STE 400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-446-59 MAIL ADDRESS: STREET 1: 410 17TH ST. STE 400 STREET 2: 410 17TH ST. STE 400 CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 AMENDMENT NO.5 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* KEMET Corporation ----------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 488360 10 8 ----------- (CUSIP Number) December 31, 1998 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). Page 1 of 6 pages 2 CUSIP No. 488360 10 8 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fiduciary Capital Partners, L.P. 86-0653600 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares 5. Sole Voting Power 27,944 Beneficially Owned 6. Shared Voting Power 0 by Each Reporting 7. Sole Dispositive Power 27,944 Person With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 27,944 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 0.07% 12. Type of Reporting Person (See Instructions) PN Page 2 of 6 pages 3 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 Page 3 of 6 pages 4 Item 3 If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), 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 of 1940 (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan, or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) (Note: See Item 7) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) [X] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) Item 4(a) Amount beneficially owned-.................................. 27,944 Item 4(b) Percent of class-........................................... 0.07% Item 4(c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote.................................. 27,944 (ii) Shared power to vote or direct the vote.................................. Not applicable. Page 4 of 6 pages 5 (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 19.98%. Item 9 Not applicable. Page 5 of 6 pages 6 Item 10 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose 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 --------------------- Donald R. Jackson Chief Financial Officer Date: February 11, 1999 Page 6 of 6 pages 7 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 -----END PRIVACY-ENHANCED MESSAGE-----