As
filed
with the Securities and Exchange Commission on August 24, 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. 4)
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.
|
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: $
(2) Form
or
Registration No.: Schedule 14A
(3) Filing
Party:
(4) Date
Filed:
RULE
13e-3 TRANSACTION STATEMENT
INTRODUCTION
This
Amendment No. 4 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. 3 thereto (as so amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment, the
“Schedule”), filed on May 20, 2005, June 21, 2005, July 12, 2005 and July 15,
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.
The
Company filed with the SEC 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 considered and voted upon a proposal for a 100-for-1 reverse
stock
split.
The
purpose of this Amendment is to file a final amendment to report the results
of
the Rule 13E-3 transaction pursuant to Rule 13e-3(d)(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
15.
Additional Information.
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(b) |
Other
Material Information. On August 23, 2005, the Company effected
the
100-for-1 reverse stock split after having received the requisite
vote of
the Company’s shareholders at the special meeting of shareholders held on
August 5, 2005. As of August 23, 2005, shareholders owning less
than one
share as result of the reverse stock split had their shares cancelled
and
are entitled to receive cash in an amount equal to $1.42 per pre-split
share instead of receiving fractional shares. Shareholders owning
more
than one share as a result of the reverse stock split will remain
shareholders, will continue to hold whole shares and will not be
entitled
to receive cash for the fractional shares resulting from the reverse
stock
split. For shareholders who hold one or more shares after the reverse
stock split, a fractional share will not be issued but the number
will be
rounded up to the next whole share. Shortly after August 23, 2005,
shareholders owning less than one share will receive instructions
regarding the method of exchanging old stock certificates for cash.
Shareholders need not do anything with their stock certificates
until they
receive instructions. The Company will act as the paying agent
for the
purpose of implementing the exchange of old stock certificates
for cash
having taken over as their own transfer agent.
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Concurrent
with the filing of this Schedule, the Company is filing with the Securities
and
Exchange Commission a Form 15 to terminate the registration of the Company’s
common stock under Section 12(g) of the Securities Exchange Act of 1934,
as
amended.
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 |
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President
and Chief Executive Officer |
Dated:
August 24, 2005