As filed with the Securities and Exchange Commission on July 12, 2005
Registration No. 0-9261
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
KESTREL ENERGY, INC.
(Name of the Issuer)
KESTREL ENERGY, INC.
(Names of Persons Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
492545 10 8
(CUSIP Number of Class of Securities)
Timothy L. Hoops COPIES TO:
President and CEO S. Lee Terry, Jr., Esq.
Kestrel Energy, Inc. Davis Graham & Stubbs LLP
1726 Cole Boulevard, Suite 210 1550 17th Street, Suite 500
Lakewood, Colorado 80401 Denver, Colorado 80202
(303) 295-0344 (303) 892-9400
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
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This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss.240.14a-1 through 240.14b-2),
Regulation 14C (ss.ss.240.14c-1 through 240.14c-101) or Rule
13e-3(c) (ss.240.13e-3(c)) under the Securities Exchange Act of 1934
("the Act").
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
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$25,560 $3.00
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* Calculated solely for purposes of determining the filing fee. This amount
assumed the acquisition of approximately 18,000 shares of Common Stock for $1.42
per share in cash in lieu of fractional shares to holders of less than 1 share
after the proposed reverse stock split.
** Previously paid
|_| Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $
(2) Form or Registration No.: Schedule 14A
(3) Filing Party:
(4) Date Filed:
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RULE 13e-3 TRANSACTION STATEMENT
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Amendment") is filed by Kestrel Energy, Inc., a Colorado corporation (the
"Company") and amends and supplements the Rule 13e-3 Transaction Statement on
Schedule 13E-3, as amended by Amendment No. 1 thereto (as so amended by
Amendment No. 1 and this Amendment, the "Schedule"), filed on May 20, 2005 and
June 21, 2005, respectively, with the Securities and Exchange Commission. The
Schedule relates to a proposal to the Company's shareholders to approve a
100-for-1 reverse stock split of the outstanding shares of the Company's common
stock.
Concurrently with the filing of this Amendment, the Company is filing a
definitive proxy statement (the "Proxy Statement") under Regulation 14A of the
Securities Exchange Act of 1934, as amended, relating to the special meeting of
shareholders of the Company at which the shareholders will consider and vote
upon a proposal for a 100-for-1 reverse stock split. A copy of the Proxy
Statement is incorporated by reference herein as Exhibit (a)(3).
The information in the Proxy Statement, including all the appendices thereto, is
hereby expressly incorporated by reference to Items 1 through 15 of the
Schedule. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Proxy Statement.
Item 16. Exhibits.
(a)(1) None.
(a)(2) Copy of Notice of Special Meeting of Shareholders of the
Company incorporated by reference to Schedule 14A filed by
Kestrel Energy, Inc. on July 12, 2005.
(a)(3) Definitive Proxy Statement, incorporated by reference to
Schedule 14A filed by Kestrel Energy, Inc. on July 12, 2005.
(a)(4) None.
(a)(5) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) Dissenter's rights of appraisal are described in Attachment A
to the Definitive Proxy Statement, incorporated by reference
to Schedule 14A filed by Kestrel Energy, Inc. on July 12,
2005.
(g) None.
(h) None.
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SIGNATURES
After due 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.
KESTREL ENERGY, INC.,
a Colorado corporation
By: /s/ Timothy L. Hoops
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Timothy L. Hoops
President and Chief Executive Officer
Dated: July 12, 2005
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