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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Kadant Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
48282T104
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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 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. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Capital Partners, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 236,500 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 236,500 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 236,500 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 1.8%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
**SEE ITEM 4(b).
2
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Select Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
**SEE ITEM 4(b).
3
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Offshore Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 131,880 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 131,880 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 131,880 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 1.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
**SEE ITEM 4(b).
4
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Mark McGrath |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 368,380 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 368,380 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 368,380 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 2.9%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
**SEE ITEM 4(b).
5
SCHEDULE 13G
This Amendment No. 1 to Schedule 13G (the “Amendment”) is being filed on behalf of Kenmare
Capital Partners, L.L.C., a Delaware limited liability company (“Kenmare Capital Partners”),
Kenmare Select Management, L.L.C., a Delaware limited liability company (“Kenmare Select
Management”) and Kenmare Offshore Management, L.L.C., a Delaware limited liability company
(“Kenmare Offshore Management,” and together with Kenmare Capital Partners and Kenmare Select
Management, “Kenmare”), and Mr. Mark McGrath, principal of Kenmare (together with Kenmare, the
“Reporting Persons”).
This Amendment relates to the shares of Common Stock, $.01 par value (the “Common Stock”), of
Kadant Inc., a Delaware corporation, purchased by Kenmare for the account of (i) Kenmare Fund I,
L.P. (“Kenmare I”), of which Kenmare Capital Partners is the general partner, (ii) Kenmare Select
Fund, L.P. (“Kenmare Select”), of which Kenmare Select Management is the general partner, and (iii)
Kenmare Offshore Fund, Ltd. (“Kenmare Offshore”), for which Kenmare Offshore Management acts as
investment manager.
This Amendment is being filed to report the Reporting Persons no longer beneficially own more
than 5% of the Issuer’s Common Stock.
Item 1(a) |
Name of Issuer. | |
Kadant Inc. |
||
Item 1(b) |
Address of Issuer’s Principal Executive Offices. | |
One Technology Park Drive Westford, Massachusetts 01886 |
||
Item 2(a) |
Name of Person Filing. | |
Kenmare Capital Partners, L.L.C., Kenmare Select Management, L.L.C., Kenmare
Offshore Management, L.L.C. and Mark McGrath |
||
Item 2(b) |
Address of Principal Business Office, or, if none, Residence. | |
712 5th Avenue, 9th Floor New York, NY 10019 |
||
Item 2(c) |
Citizenship or Place of Organization. | |
Kenmare Capital Partners, Kenmare Select Management and Kenmare Offshore Management
are each a limited liability company organized under the laws of the State of
Delaware. Mark McGrath is the principal of Kenmare and a United States citizen. |
||
Item 2(d) |
Title of Class of Securities. | |
Common Stock, $.01 par value |
6
Item 2(e) |
CUSIP Number. | |
48282T104 |
||
| Item 3 | Reporting Person. |
|
Inapplicable. |
||
| Item 4 | Ownership. |
| (a) | Collectively, the Reporting Persons are the beneficial owners
of 368,380 Common Stocks. |
||
| (b) | Collectively, the Reporting Persons are the beneficial owners
of 2.9% of the outstanding shares of Common Stock. This percentage is
determined by dividing 368,380 by 12,890,481, the number of shares of Common
Stock issued and outstanding as of October 29, 2008, as reported in the
Issuer’s most recent Form 10-Q filed on November 5, 2008 with the Securities
and Exchange Commission. |
||
| (c) | Kenmare Capital Partners, as the general partner of Kenmare I,
has the sole power to vote and dispose of the 236,500 shares of Common Stock
held by Kenmare I. Kenmare Offshore Management, as the investment manager of
Kenmare Offshore, has the sole power to vote and dispose of the 131,880 shares
of Common Stock held by Kenmare Offshore. Kenmare Select Management, as the
general partner of Kenmare Select, does not have the power to vote and dispose
of any shares of Common Stock. As the principal of Kenmare, Mr. McGrath may
direct the vote and disposition of the 368,380 Common Stocks beneficially owned
by Kenmare. |
||
The filing of this Schedule 13G shall not be construed as an admission that any of
the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any of the 368,380 shares
of Common Stocks owned by Kenmare I, Kenmare Select or Kenmare Offshore. Pursuant
to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial
ownership. |
|||
| Item 5 | Ownership of Five Percent or Less of a Class. |
|
If this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ. |
||
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
|
Inapplicable. |
7
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
|
Inapplicable. |
||
| Item 8 | Identification and Classification of Members of the Group. |
|
Inapplicable. |
||
| Item 9 | Notice of Dissolution of Group. |
|
Inapplicable. |
||
| Item 10 | Certification. |
|
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
||
Exhibits |
Exhibit 1 | |
Joint Filing Agreement dated February 17, 2009, between the Reporting Persons. |
8
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.
Date: February 17, 2009
| Kenmare Capital Partners, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Select Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Offshore Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| /s/ Mark McGrath | ||||
| Mark McGrath | ||||
9
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement dated February 17, 2009, between the Reporting Persons. |
10
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Shares of Common Stock, $.01 par
value, of Kadant Inc., and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2009.
| Kenmare Capital Partners, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Select Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Offshore Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| /s/ Mark McGrath | ||||
| Mark McGrath | ||||