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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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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)
March 12, 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 /X/ (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).
Exhibit Index on Page 6
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SCHEDULE 13D
CUSIP No. 423498104 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kensington Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 7 SOLE VOTING POWER
SHARES 223,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 223,100
PERSON 10 SHARED DISPOSITIVE POWER
WITH 79,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
CO
*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 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, WC, AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 227,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 227,100
PERSON 10 SHARED DISPOSITIVE POWER
WITH 79,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
*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 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, no par value (the
"Common Stock"), of Hemacare Corp. (the "Issuer"). The Issuer's principal
executive offices are located at 4954 Van Nuys Boulevard, Sherman Oaks,
California 91403.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f): This statement is being filed by
(i) Kensington Capital Management, Inc., an Illinois corporation
("Kensington"), with respect to shares of the Common Stock of the Issuer
beneficially owned by it, and (ii) Charles R. Schwab, Jr. with respect to
shares of the Common Stock of the Issuer beneficially owned by Mr. Schwab.
Kensington is an Illinois corporation whose principal business
activity is to act as an investment manager. Kensington is located at Suite
9320, 233 South Wacker Drive, Chicago, Illinois 60606. Mr. Schwab is the
controlling and majority shareholder, president and sole director of
Kensington.
Mr. Schwab is a United States citizen. His business address is Sears
Tower, Suite 9320, 233 South Wacker Drive, Chicago, Illinois 60606. Mr. Schwab
is the president of Kensington, an investment manager.
Information with respect to each Reporting Person is given solely by
such Reporting Person, and each claims no responsibility for the accuracy or
completeness of the information supplied by the other Reporting Persons.
(d) and (e): During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic
violations or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On March 12, 1996, Kensington, in its capacity as manager of a
private investment fund (the "Fund"), directed the purchase of 25,000 shares of
the Common Stock for an aggregate purchase price of $78,875. Prior thereto,
during the past twelve months, Kensington, in its capacity as manager to the
Fund, directed the purchase of 194,100 shares of the Common Stock for the Fund.
The price for such shares ranged between $2 and $4.12 per share. All of such
shares were purchased with the assets of the Fund, in open market transactions.
During the past twelve months, Kensington, in its capacity as a
trading advisor to a private investment limited Partnership (the "Limited
Partnership"), directed the purchase of 79,400 shares of the Common Stock for
the Limited Partnership. The purchase price for all shares purchased for the
benefit of the Limited Partnership ranged between $2 and $4.12 per share. All
of such shares were purchased with the assets of the Limited Partnership, in
open market transactions.
During the past twelve months, Kensington has purchased 4000
shares of the Common Stock for its own account, the price for such shares
ranged between $2 and $4.12 per share. All of such shares were purchased for
cash out of Kensington's working cash, in open market transactions.
Mr. Schwab owns 4000 shares of the Common Stock in an individual
retirement account. The purchase price of such shares ranged between $2 and
$4.12 per share. All such shares were purchased with Mr. Schwab's personal
funds, in open market transactions. In addition, for purposes of this report
on Schedule 13D only, all of the 302,500 shares of Common Stock beneficially
owned by Kensington (as described in the preceding paragraphs), are attributed
also to Mr. Schwab, as the president and majority shareholder of Kensington.
For all other purposes, Mr. Schwab disclaims beneficial ownership of the
302,500 shares of Common Stock beneficially owned by Kensington.
ITEM 4. PURPOSE OF THE TRANSACTION
Each of the Reporting Persons acquired the Common Stock for
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(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 Number of
Number of Number of Shares Shares
Shares Shares Beneficially Beneficially Aggregate
Beneficially Beneficially Owned with Owned with Number of Percentage
Owned With Owned With Sole Shared Shares of Shares
Sole Voting Shared Voting Dispositive Dispositive Beneficially Beneficially
Name Power Power Power Power Owned Owned
---- ----------- ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Kensington Capital 223,100 0 223,100 79,400 302,500 5.1%
Management, Inc. (see Item 6) (see Item 6)
Charles R. 227,100 0 227,100 79,400 306,500 5.2%
Schwab, Jr. (see Item 6) (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> <C>
1/26/96 5,000 $3.40625
3/07/96 14,500 $3.15
3/11/96 5,000 $3.00
3/12/96 25,000 $3.125
3/21/96 5,000 $3.375
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Total 54,500
</TABLE>
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 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 302,500 shares of the Common
Stock beneficially owned by Kensington.
(d): Not applicable.
(e): Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the (i) 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, and (ii) the advisory agreement
with the Limited Partnership, pursuant to which Kensington has investment
authority with respect to a portion of the Limited Partnership's assets, 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.
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1 All of the transactions set forth herein relate to purchases at
Kensington's direction for the benefit of either the Limited Partnership or
the Fund.
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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.
ITEM 7. Material to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
1 Joint Filing Agreement
</TABLE>
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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: March 27, 1996 KENSINGTON CAPITAL MANAGEMENT, INC.
By: /s/ Charles R. Schwab, Jr.
---------------------------------
President
/s/ Charles R. Schwab, Jr.
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Charles R. Schwab, Jr.
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, no par value per share,
of Hemacare Corp., and that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
26th day of March, 1996.
Kensington Capital Management, Inc.
By: /s/Charles R. Schwab, Jr.
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Charles R. Schwab, Jr.
President
/s/ Charles R. Schwab, Jr.
--------------------------------
Charles R. Schwab, Jr.
