SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. )*
Applied Magnetics Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
038213104
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(CUSIP Number)
May 10, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|x| Rule 13d-1(b)
|_| 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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
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CUSIP No. 038213104 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kennilworth Partners II LP
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER
11,323,663
OF SHARES --------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
--------------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 11,323,663
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,323,663
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.56%
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12 TYPE OF REPORTING PERSON
PN; BD
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Page 2 of 6 Pages
<PAGE>
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CUSIP No. 038213104 13G Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey Parket
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER
11,323,663*
OF SHARES --------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
--------------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 11,323,663*
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,323,663*
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.56%
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12 TYPE OF REPORTING PERSON
IN
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- ----------
* By virtue of his position as managing member of the general partner of
Kennilworth Partners II LP ("Kennilworth"), Jeffrey Parket may be deemed to
beneficially own the shares held by Kennilworth.
Page 3 of 6 Pages
<PAGE>
Item 1.
(a) Name of Issuer.
Applied Magnetics Corporation
(b) Address of Issuer's Principal Executive Offices.
75 Robin Hill Road
Goleta, California 93117
Item 2.
(a) Name of Person Filing.
This Schedule 13G is being filed with respect to shares of Common
Stock of the Issuer which are beneficially owned by Kennilworth
Partners II LP ("Kennilworth") and Jeffrey Parket. See Item 4 below.
(b) Address of Principal Business Office or, if none, Residence.
The principal business address of the reporting persons is:
40 Cuttermill Road
Suite 308
Great Neck, New York 11021
(c) Citizenship.
Kennilworth is a Delaware limited partnership. Mr. Parket is a
United States citizen.
(d) Title of Class of Securities.
Common Stock, $0.10 par value per share
(e) CUSIP Number.
03821304
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) |x| 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.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with Sec.
240.13d?1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec.
240.13d-1(b)(ii)(G).
Page 4 of 6 Pages
<PAGE>
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_| A 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 Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|_|.
Item 4. Ownership
(a) Amount Beneficially Owned.
11,323,663 (1) shares (by each of Kennilworth and Mr. Parket(2))
(b) Percent of Class.
21.56%
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote: 11,323,663
(by each of
Kennilworth and
Mr. Parket(2))
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 11,323,663
(by each of
Kennilworth and
Mr. Parket(2))
(iv) shared power to dispose or to direct the
disposition of: 0
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 person has 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.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
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(1) Excluding any shares of Common Stock underlying certain 7% Convertible
Debentures, which Debentures Kennilworth has agreed to deliver to the Issuer in
exchange for certain shares of Common Stock which are reported herein as being
beneficially owned by the Reporting Persons.
(2) By virtue of his position as managing member of the general partner of
Kennilworth, Jeffrey Parket may be deemed to beneficially own the shares held by
Kennilworth.
Page 5 of 6 Pages
<PAGE>
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and were 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 were not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable 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.
Kennilworth Partners II LP
By: Kennilworth Advisors LLC,
general partner
Date: May 20, 1999 By: /s/ Jeffrey Parket
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Name: Jeffrey Parket
Title: Managing Member
/s/ Jeffrey Parket
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Jeffrey Parket
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 6 of 6 Pages
