<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hemacare Corp.
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
423498104
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(CUSIP Number)
Kensington Capital Management, Inc., Suite 9320, 233 South Wacker Drive,
Chicago, Illinois 60606
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 19, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
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SCHEDULE 13D
CUSIP No. 423498104 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kensington Capital Management, Inc.
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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*
AF (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
450,600
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 450,600
PERSON --------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,600
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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)
6.28%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 423498104 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab, Jr.
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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*
AF (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
454,600
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 454,600
PERSON --------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,600
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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)
6.33%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On August 19, 1996 Kensington Capital Management, Inc. ("Kensington") in
its capacity as manager of a private investment fund (the "Fund"), directed the
purchase of 100,000 shares of the common stock, no par value (the "Common
Stock") of Hemacare Corp., for an aggregate purchase price of $100,000,
pursuant to a private placement. These shares were purchased with assets of
the Fund. On August 19, 1996, Kensington also directed the purchase of 5,000
shares of the Common Stock for the Fund. The purchase price was $2 7/8 per
share and was paid out of Fund assets. In addition to the purchases set forth
above, from March 1996 through November 13, 1996, Kensington directed the
purchase of 122,500 shares of Common Stock for the Fund. The purchase price
ranged between $2.50 and $3.50 per share. All of such shares were purchased
with assets of the Fund, in open market transactions.
In its original filing of Schedule 13D in March 1996, Kensington
reported its beneficial ownership of 79,400 shares owned by a private
investment limited partnership (the "Limited Partnership") for which Kensington
served as a trading advisor. Kensington no longer serves as a trading advisor
to the Limited Partnership, consequently, the 79,400 shares of Common Stock
owned by the Limited Partnership are not beneficially owned by Kensington.
Kensington owns 3,000 shares of the Common Stock directly.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b): Set forth in the table below are the number and
percentage of Common Stock beneficially owned, as well as the nature of
ownership, for each Reporting Person as of the date hereof:
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Number of Shares Number of Shares Beneficially Percentage of
Beneficially Beneficially Owned Beneficially Owned Owned with Aggregate Number Shares
Owned With Sole With Shared Voting with Sole Shared of Shares Beneficially
Name Voting Power Power Dispositive Power Dispositive Power Beneficially Owned Owned
---- ------------ ----- ----------------- ----------------- ------------------ -----
<S> <C> <C> <C> <C> <C> <C>
Kensington Capital 450,600
Management, Inc. 450,600 0 (see Item 6) 0 450,600 6.28%
Charles R. Schwab, Jr. 454,600 0 454,600 0 454,600 6.33%
(see Item 6)
</TABLE>
(c): All transactions in shares of Common Stock effected by the
Reporting Persons during the 60 days preceding the Event Date reported on page
1 and since that date are set forth below. All such shares were acquired
through open market transactions.
A. Shares Acquired by Kensington (1)
<TABLE>
<CAPTION>
Trade Date Number of Shares Price Per Share
- ---------- ---------------- ---------------
<S> <C> <C>
09/19/96 5,000 $2 7/8
10/09/96 10,000 $3 1/8
10/29/96 25,000 $3.00
10/30/96 10,000 $3.00
10/31/96 5,000 $3 3/16
11/1/96 9,000 $3 3/16
11/4/96 10,000 $3 3/16
11/5/96 4,000 $3 3/16
11/7/96 10,000 $3 3/16
11/13/96 10,500 $3 1/4
11/13/96 5,000 $3 3/16
========
TOTAL $103,500
</TABLE>
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(1) All of the transactions set forth herein relate to purchases at Kensington's
direction for the benefit of the Fund.
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B. Shares Acquired by Mr. Schwab
Mr. Schwab did not acquire any shares in his individual capacity.
However, Mr. Schwab is the president and majority shareholder of Kensington.
Therefore, for purposes of reporting on this Schedule 13D/A only, the shares of
Common Stock beneficially owned by Kensington are being attributed to Mr.
Schwab. Accordingly, the information set forth above for Kensington is
applicable to Mr. Schwab as well. For all other purposes, Mr. Schwab disclaims
the beneficial ownership of the 450,600 shares of the Common Stock beneficially
owned by Kensington.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except for the operating agreement with the Fund, pursuant to which
Kensington is the operator and manager of the Fund and is given exclusive
authority to invest the assets of the Fund, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons and
any other person with respect to the Common Stock or any other securities of
the Issuer, including the transfer or voting of the Common Stock or other
securities.
As the president and majority shareholder of Kensington (i) all
investment decisions made by Kensington as a beneficial owner of securities,
shall be determined by Mr. Schwab, and (ii) all voting rights exercised by
Kensington as a beneficial owner of securities shall be exercised only as
determined by Mr. Schwab, or by proxies designated by Mr. Schwab.
SIGNATURES
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.
Dated: November 19, 1996 KENSINGTON CAPITAL MANAGEMENT, INC.
By: /s/ Charles R. Schwab, Jr.
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President
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.
Dated: November 19, 1996 /s/ Charles R. Schwab, Jr.
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Charles R. Schwab, Jr.
