SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
General Kinetics Incorporated
(Name of Issuer)
Common Stock, par value $0.25 per share
(Title of Class of Securities)
37017210
(CUSIP Number)
Larry M. Heimendinger
Manassas Partners LLC
4256 Beck Avenue
Studio City, CA 91604
(818) 752-4587
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2003
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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CUSIP No. 37017210 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
Manassas Partners LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
11,600,000 (see Item 5)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
11,600,000 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,600,000 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.3%
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14 TYPE OF REPORTING PERSON
00
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Page 2 of 8 Pages
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CUSIP No. 37017210 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
Larry M. Heimendinger
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 146,875
OWNED BY EACH ---------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 11,600,000 (see Item 5)
---------------------------------------------
9 SOLE DISPOSITIVE POWER
146,875
---------------------------------------------
10 SHARED DISPOSITIVE POWER
11,600,000 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,746,875 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.6%
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14 TYPE OF REPORTING PERSON
IN
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Page 3 of 8 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.25 per share (the "Common Stock"), of General Kinetics
Incorporated, a Virginia corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 10688-D Crestwood Drive, Manassas, Virginia
20109.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed on behalf of Manassas Partners LLC
("Manassas") and Larry M. Heimendinger (collectively, the "Reporting Persons").
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13d-4 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that such a group exists. A copy of the
Joint Filing Agreement of the Reporting Persons is attached hereto as Exhibit
99. Each of the Reporting Persons expressly disclaims beneficial ownership of
any shares of Common Stock other than the shares of Common Stock owned of
record, if any, by such Reporting Person. The filing of this Statement shall not
be deemed to be an admission that any Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any
securities covered by this Statement.
Manassas is a Delaware limited liability company whose principal business
has been to acquire convertible debentures of the Issuer referred to herein.
Mr. Heimendinger is the sole managing member of Manassas and is the
Chairman of the Board of Directors of the Issuer.
The business address of each of the Reporting Persons is c/o Manassas
Partners LLC, 4256 Beck Avenue, Studio City, California 91604.
(d) - (e) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Heimendinger is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On March 12, 2003, Manassas acquired outstanding convertible debentures of
the Issuer (the "Debentures") in a principal amount of $5,800,000 with a
conversion price of $0.50 per share, subject to customary anti-dilution
adjustments, for an aggregate purchase price of $202,500. By their terms the
Debentures would be immediately convertible, in whole or in part, into an
aggregate of up to 11,600,000 shares of Common Stock.
Page 4 of 8 Pages
The funds required for the purchase of the Debentures were obtained from working
capital of Manassas.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Debentures (which are convertible into
shares of Common Stock) for investment purposes.
The Reporting Persons have no current plans or proposals which relate to
or would result in (a) the acquisition by any person of additional securities of
the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
certificate of incorporation, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, Manassas may be deemed to
beneficially own, directly or indirectly, up to 11,600,000 presently unissued
shares of Common Stock potentially issuable upon possible future conversion of
the Debentures, which if issued would represent in the aggregate, approximately
63.3% of the outstanding shares of Common Stock, assuming the conversion in full
of the Debentures.
As of the date of this Statement, Mr. Heimendinger, as managing member of
Manassas, may be deemed to beneficially own, directly or indirectly, up to
11,746,875 presently unissued shares of Common Stock, including options to
acquire an aggregate of 146,875 shares of Common Stock and up to 11,600,000
shares of Common Stock potentially issuable upon possible future conversion of
the Debentures held by Manassas, which would represent in the aggregate,
approximately 63.6% of the outstanding shares of Common Stock, assuming the
conversion in full of the Debentures.
(b) The Reporting Persons may be deemed to share power to vote and to
dispose of 11,600,000 shares of Common Stock. Mr. Heimendinger may be deemed to
have sole power to vote and to dispose of 146,875 shares of Common Stock,
representing options to purchase.
(c) Except as described herein, no transactions in shares of Common Stock
were effected during the past 60 days by the Reporting Persons.
Page 5 of 8 Pages
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons, or between the Reporting
Persons and any person, with respect to any securities of the Issuer, including
but not limited to transfer or voting of any of the securities, finders' fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit hereto and is incorporated
herein by reference:
Exhibit 99 - Joint Filing Agreement dated as of March 21, 2003 by
and between Manassas Partners LLC and Larry M. Heimendinger.
Page 6 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: March 21, 2003
MANASSAS PARTNERS LLC
By: /s/ Larry M. Heimendinger
------------------------------
Name: Larry M. Heimendinger
Title: Managing Member
/s/ Larry M. Heimendinger
---------------------------------
LARRY M. HEIMENDINGER
Page 7 of 8 Pages
EXHIBIT 99
Joint Filing Agreement
Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D and any future
amendments thereto (the "Statement") to which this Agreement is attached as an
exhibit, and agree that such Statement, as so filed, is filed on behalf of each
of them.
Date: March 21, 2003
MANASSAS PARTNERS LLC
By: /s/ Larry M. Heimendinger
------------------------------
Name: Larry M. Heimendinger
Title: Managing Member
/s/ Larry M. Heimendinger
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LARRY M. HEIMENDINGER