-----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, Lk5rqRtP/gbdoWtSnkkaokK3dZtxDT8mASbDZHaTPvy+UjHSwO7vRPNHiAL6HJtj SmzGh80SjQgMcDikzdhSEg== 0000902664-06-001290.txt : 20060425 0000902664-06-001290.hdr.sgml : 20060425 20060425164457 ACCESSION NUMBER: 0000902664-06-001290 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINDRED HEALTHCARE, INC CENTRAL INDEX KEY: 0001060009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 611323993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53977 FILM NUMBER: 06778544 BUSINESS ADDRESS: STREET 1: 680 SOUTH FOURTH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025967300 MAIL ADDRESS: STREET 1: 680 SOUTH FOURTH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: KINDRED HEALTHCARE INC DATE OF NAME CHANGE: 20010731 FORMER COMPANY: FORMER CONFORMED NAME: VENCOR INC /NEW/ DATE OF NAME CHANGE: 19991124 FORMER COMPANY: FORMER CONFORMED NAME: VENCOR HEALTHCARE INC /DE/ DATE OF NAME CHANGE: 19991124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KING STREET CAPITAL MGMT LLC CENTRAL INDEX KEY: 0001218199 IRS NUMBER: 133978904 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-812-3100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g.txt KINDRED HEALTHCARE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kindred Healthcare, Inc. (Name of Issuer) Common Stock, Par Value $.25 Per Share (Title of Class of Securities) 494580103 (CUSIP Number) January 12, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] 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 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. 494580103 SC 13G Page 2 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital, L.P. 13-38-12174 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 1,010,880* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,010,880* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,010,880* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.6%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person owned warrants exercisable for 1,010,880 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, as of the date of filing this Schedule 13G, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 1,010,880 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 3 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 1,984,092* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,984,092* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,092* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------- * As of January 31, 2006, the reporting person owned warrants exercisable for 1,984,092 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, as of the date of filing this Schedule 13G, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 1,984,092 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 4 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Institutional, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 164,028* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 164,028* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,028* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person owned warrants exercisable for 164,028 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, as of the date of filing this Schedule 13G, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 164,028 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 5 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Advisors, L.L.C. 13-38-12173 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 1,010,880* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,010,880* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,010,880* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.6%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON OO, IA - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person beneficially owned warrants exercisable for 1,010,880 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, as of the date of filing this Schedule 13G, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 1,010,880 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 6 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital Management, L.L.C. 13-3978904 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 3,159,000* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,159,000* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,159,000* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON OO, IA - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person beneficially owned warrants exercisable for 3,159,000 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, as of the date of filing this Schedule 13G, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 3,159,000 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 7 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) O. Francis Biondi, Jr. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 3,159,000* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,159,000* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,159,000* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person beneficially owned warrants exercisable for 3,159,000 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 3,159,000 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 8 of 15 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian J. Higgins - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 3,159,000* OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,159,000* - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,159,000* - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8%^ - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- * As of January 31, 2006, the reporting person beneficially owned warrants exercisable for 3,159,000 shares of common stock of the issuer. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of common stock had been disposed of. Accordingly, the reporting person no longer beneficially owns such shares of common stock. ^ Calculated based on 37,331,738 shares of common stock outstanding as of January 31, 2006, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2005, plus the 3,159,000 shares of common stock which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i). CUSIP No. 494580103 SC 13G Page 9 of 15 ITEM 1(a). NAME OF ISSUER: Kindred Healthcare, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 680 South Fourth St., Louisville, KY 40202 Item 2(a). Name of Person Filing: This Schedule 13G is being jointly filed by King Street Capital, L.P. ("KSC L.P."), King Street Capital, Ltd. ("KSC Ltd."), King Street Institutional, Ltd. ("KSI Ltd."), King Street Advisors, L.L.C. ("KSA"), King Street Capital Management, L.L.C. ("KSCM"), O. Francis Biondi, Jr. and Brian J. Higgins. KSC L.P., KSC Ltd., KSI Ltd., KSA, and Messrs. Biondi and Higgins are collectively referred to herein as "Reporting Persons". (b). Address of Principal Business Office, or if None, Residence: The principal business address of KSC Ltd. and KSI Ltd. is: c/o Walkers Chambers P.O. Box 92 Road Town, Tortola British Virgin Islands The principal business address of each of the other Reporting Persons is: 65 East 55th Street 30th Floor New York, New York 10022 (c). Citizenship: Messrs. Biondi and Higgins are both United States citizens. KSC Ltd. and KSI Ltd. are both companies organized under the laws of the British Virgin Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware, U.S.A. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $.25 per share ITEM 2(e). CUSIP NUMBER: 494580103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 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 CUSIP No. 494580103 SC 13G Page 10 of 15 (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G) (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] 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) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) ITEM 4. OWNERSHIP. KSC L.P.: - -------- As of January 31, 2006, KSC L.P. owned warrants exercisable for 1,010,800 shares of common stock of the Issuer ("Common Stock"). Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of Common Stock had been disposed of. As of January 31, 2006, KSC L.P. could have been deemed the beneficial owner of 1,010,800 shares of Common Stock. This represents 2.6% of the outstanding shares of Common Stock as of January 31, 2006. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 1,010,800 shares of Common Stock which were beneficially owned by KSC L.P. and included pursuant to Rule 13d-3(d)(1)(i). As of January 31, 2006, KSC L.P. could have been deemed to have shared voting and dispositive power over the 1,010,880 shares of Common Stock that it beneficially owned, or 2.6% of the outstanding share of Common Stock. KSC LTD.: - -------- As of January 31, 2006, KSC Ltd. owned warrants exercisable for 1,984,092 shares of Common Stock. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of Common Stock had been disposed of. As of January 31, 2006, KSC Ltd. could have been deemed the beneficial owner of 1,984,092 shares of Common Stock. This represents 5.0% of the outstanding shares of Common Stock as of January 31, CUSIP No. 494580103 SC 13G Page 11 of 15 2006. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 1,984,092 shares of Common Stock which were beneficially owned by KSC Ltd. and included pursuant to Rule 13d-3(d)(1)(i). As of January 31, 2006, KSC Ltd. could have been deemed to have shared voting and dispositive power over the 1,984,092 shares of Common Stock that it beneficially owned, or 5.0% of the outstanding shares of Common Stock. KSI LTD.: - -------- As of January 31, 2006, KSI Ltd. owned warrants exercisable for 164,028 shares of Common Stock. Prior to the date of filing this Schedule 13G, these warrants had been exercised and the underlying shares of Common Stock had been disposed of. As of January 31, 2006, KSI Ltd. could have been deemed the beneficial owner of 154,028 shares of Common Stock. This represents 0.4% of the outstanding shares of Common Stock as of January 31, 2006. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 164,028 shares of Common Stock which were beneficially owned by KSI Ltd. and included pursuant to Rule 13d-3(d)(1)(i). As of January 31, 2006, KSI Ltd. could have been deemed to have shared voting and dispositive power over the 164,028 shares of Common Stock that it beneficially owned, or 0.4% of the outstanding shares of Common Stock. KSA: - --- Because KSA is the general partner of KSC L.P., pursuant to Rule 13d-1, as of January 31, 2006, KSA could have been deemed to be the beneficial owner of 1,010,880 shares of the Common Stock, or 2.6% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 1,010,800 shares of Common Stock which were beneficially owned by KSA and included pursuant to Rule 13d-3(d)(1)(i). Because of the relationship described above, as of January 31, 2006, KSA could have been deemed to have shared voting and dispositive power over the 1,010,880 shares of Common Stock, or 2.6% of the outstanding shares of Common Stock. KSCM: - ---- Because KSCM has been delegated certain investment advisory responsibilities by KSA on behalf of KSC L.P., and is also the investment manager of KSC Ltd. and KSI Ltd., pursuant to Rule 13d-1, as of January 31, 2006, KSCM could been deemed to be the beneficial owner of 3,159,000 shares of Common Stock, or 7.8% of the outstanding shares of Common Stock, consisting CUSIP No. 494580103 SC 13G Page 12 of 15 of the shares which were beneficially owned by KSC L.P., KSC Ltd. and KSI Ltd. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 3,159,000 shares of Common Stock which were beneficially owned by KSCM and included pursuant to Rule 13d-3(d)(1)(i). Because of the relationship described above, as of January 31, 2006, KSCM could have been deemed to have shared voting and dispositive power over the 3,159,000 shares of Common Stock, or 7.8% of the outstanding shares of Common Stock. O. FRANCIS BIONDI, JR.: - ---------------------- Because Mr. Biondi is a Managing Principal of both KSA and KSCM, pursuant to Rule 13d-1, as of January 31, 2006, Mr. Biondi could have been deemed to be the beneficial owner of 3,159,000 shares of the Common Stock, or 7.8% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P., KSC Ltd. and KSI Ltd. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 3,159,000 shares of Common Stock which were beneficially owned by Mr. Biondi and included pursuant to Rule 13d-3(d)(1)(i). Because of the relationship described above, as of January 31, 2006, Mr. Biondi could have been deemed to have shared voting and dispositive power over an aggregate of the 3,159,000 shares of the Common Stock, or 7.8% of the outstanding shares of Common Stock. BRIAN J. HIGGINS: - ---------------- Because Mr. Higgins is a Managing Principal of both KSA and KSCM, pursuant to Rule 13d-1, as of January 31, 2006, Mr. Higgins could have been deemed to be the beneficial owner of 3,159,000 shares of the Common Stock, or 7.8% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P., KSC Ltd. and KSI Ltd. This percentage of the outstanding shares of Common Stock is based on 37,331,738 shares outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-K for the fiscal year ended December 31, 2005, plus 3,159,000 shares of Common Stock which were beneficially owned by Mr. Higgins and included pursuant to Rule 13d-3(d)(1)(i). Because of the relationship described above, as of January 31, 2006, Mr. Higgins could have been deemed to have shared voting and dispositive power over an aggregate of 3,159,000 shares of the Common Stock, or 7.8% of the outstanding shares of Common Stock. Because of the relationships described above, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Securities and Exchange Act of 1934, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all of the shares of CUSIP No. 494580103 SC 13G Page 13 of 15 the Common Stock held by members of the group. The Reporting Persons do not admit that they constitute a group within the meaning of Rule 13d-5. 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 owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. See Item 4. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 494580103 SC 13G Page 14 of 15 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 25, 2006 -------------------- King Street Capital, L.P.* By: King Street Advisors, L.L.C., its general partner By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal King Street Capital, Ltd.* By: King Street Capital Management, L.L.C. By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal King Street Institutional, Ltd.* By: King Street Capital Management, L.L.C. By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal King Street Advisors, L.L.C.* By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal King Street Capital Management, L.L.C.* By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal CUSIP No. 494580103 SC 13G Page 15 of 15 /s/ Brian J. Higgins - ---------------------------- Brian J. Higgins* /s/ O. Francis Biondi, Jr. - ---------------------------- O. Francis Biondi, Jr.* * The Reporting Persons disclaim beneficial ownership over the Common Stock reported herein except to the extent of its or his pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----