As
filed
with the Securities and Exchange Commission on July 13, 2005
Registration
No. 0-9261
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. 3)
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
President
and CEO
Kestrel
Energy, Inc.
1726
Cole Boulevard, Suite 210
Lakewood,
Colorado 80401
(303)
295-0344
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COPIES
TO:
S.
Lee Terry, Jr., Esq.
Davis
Graham & Stubbs LLP
1550
17th Street, Suite 500
Denver,
Colorado 80202
(303)
892-9400
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(Name,
Address, and Telephone Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of the Persons Filing
Statement)
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 (§§240.14a-1 through 240.14b-2), Regulation 14C
(§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under
the Securities Exchange Act of 1934 (“the Act”).
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b.
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o |
The
filing of a registration statement under the Securities Act of
1933.
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c.
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o |
A
tender offer.
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d.
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o |
None
of the above.
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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
|
|
Transaction
valuation*
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Amount
of filing fee**
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$25,560
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$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
o |
Check
the box if any part of the fee is offset as provided by §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.
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|
(1) |
Amount
Previously Paid: $
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|
(2) |
Form or Registration No.: Schedule
14A |
RULE
13e-3 TRANSACTION STATEMENT
INTRODUCTION
This
Amendment No. 3 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. 2 thereto (as so amended by
Amendment No. 1, Amendment No. 2 and this Amendment, the “Schedule”), filed on
May 20, 2005, June 21, 2005 and July 12, 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 an amended 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.
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(a)(2)
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Copy
of Notice of Special Meeting of Shareholders of the Company incorporated
by reference to Schedule 14A filed by Kestrel Energy, Inc. on July
13,
2005.
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(a)(3)
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Amended
Definitive Proxy Statement, incorporated by reference to Schedule
14A
filed by Kestrel Energy, Inc. on July 13, 2005.
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(f)
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Dissenter’s
rights of appraisal are described in Attachment A to the Amended
Definitive Proxy Statement, incorporated by reference to Schedule
14A
filed by Kestrel Energy, Inc. on July 13,
2005.
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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.
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KESTREL
ENERGY, INC.,
a Colorado corporation
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By: |
/s/Timothy
L. Hoops |
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Timothy
L. Hoops
President
and Chief Executive Officer
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Dated:
July 13, 2005