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
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Brian J. Higgins*
/s/ O. Francis Biondi, Jr.
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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).