CUSIP No. 483101101
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13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Richard E. Stoddard
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (see instructions)
SC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
429,668
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8
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SHARED VOTING POWER
0
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|||
9
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SOLE DISPOSITIVE POWER
429,668
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|||
10
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SHARED DISPOSITIVE POWER
0
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
429,668
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
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||||
14
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 483101101
|
13D
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Page 3 of 6 Pages
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●
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Restrict the purpose of the Issuer to activities associated with its liquidation, dissolution and winding up;
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●
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Eliminate the Board of Managers of the Issuer and replace it with a single Liquidation Manager with such power and authority as necessary to manage the liquidation and dissolution of the Issuer and the winding up of its affairs;
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CUSIP No. 483101101
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13D
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Page 4 of 6 Pages
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●
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Designate Richard E. Stoddard as the initial Liquidation Manager and to provide for the appointment of his successor in the event of resignation, removal for cause, death or disability;
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●
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Designate Terry L. Cook as the initial Member Representative to act for and on behalf of the members to the extent necessary and provided for in the Plan of Dissolution and the New Operating Agreement and to further provide for the appointment of his successor in the event of resignation, death or disability;
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●
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Limit the duration of the Issuer to a period not greater than three years, subject to such reasonable extension as necessary to complete the sale or distribution of all the Issuer’s assets and the receipt of the purchase price for any asset sale;
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●
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Prohibit any transfer or exchange of units, other than by will, intestate succession or operation of law and to prevent admission of new members;
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●
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Eliminate provisions relating to meetings of members;
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●
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Update the Issuer’s current members’ operating agreement in accordance with recent Delaware case law and recent practice by eliminating the fiduciary duties of the Issuer’s managers and members to the fullest extent permitted by Delaware law (other than the covenant of good faith and fair dealing implied in the New Operating Agreement); and
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●
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Make other changes consistent with a company in dissolution.
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CUSIP No. 483101101
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13D
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Page 5 of 6 Pages
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99.1
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Plan of Dissolution and Liquidation as approved by the Company’s Board of Managers on January 15, 2013 (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K filed January 18, 2013).
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99.2
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Second Amended and Restated Operating Agreement for the Company as approved by the Company’s Board of Managers on January 15, 2013 (incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-K filed January 18, 2013).
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99.3
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Transition Employment Agreement between Richard E. Stoddard and Business Staffing, Inc. dated effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed December 31, 2012).
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99.4
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Liquidation Manager Agreement between Richard E. Stoddard and Kaiser Ventures, LLC dated January 15, 2013 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed January 18, 2013).
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CUSIP No. 483101101
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13D
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Page 6 of 6 Pages
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/s/ Richard E. Stoddard
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Name: Richard E. Stoddard
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