<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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., 230 South LaSalle Street, Suite 688,
Chicago, Illinois 60604-1408
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 11, 1997
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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 / /.
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 6 Pages
<TABLE>
<S> <C>
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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*
WC, 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 588,100
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 588,100
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
-----------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,100
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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)
8.2%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*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 6 Pages
<TABLE>
<S> <C>
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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*
PF, WC, 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 592,100
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 592,100
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
-----------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,100
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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)
8.2%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*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 230 South LaSalle
Street, Suite 688, Chicago, IL 60604-1408. 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 230 South
LaSalle Street, Suite 688, Chicago, IL 60604-1408. Mr. Schwab is the president
of Kensington.
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
During the period between November 7, 1997 and November 19, 1997,
Kensington, in its capacity as manager of a private investment fund (the
"Fund"), directed the purchase of 137,500 shares of the Common Stock for an
aggregate purchase price of $105,143.75. On November 11, 1997, the aggregate
purchases equaled 53,000 shares of Common Stock, resulting in an acquisition of
over 1% of the Issuer on such date. The price per share paid by Kensington
ranged between $.75 to $ .8125 per share. All of such shares were purchased
with the assets of the Fund in open market transactions.
Mr. Schwab owns 4,000 shares of the Common Stock in an individual
retirement account. In addition, for purposes of this report on Schedule 13D
only, all of the 588,100 shares of Common Stock beneficially owned by
Kensington 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 588,100 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.
The Issuer has extended an invitation to Mr. Schwab to fill a temporary
vacancy due to illness on the board of directors of the Issuer beginning in
December 1997. Mr. Schwab has no plans to acquire a controlling interest in
the Issuer.
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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 Percentage of
Beneficially Beneficially Owned Beneficially Aggregate Number Shares
Owned With Sole With Shared Voting Owned with Sole of Shares Beneficially
Name Voting Power Power Dispositive Power Beneficially Owned Owned*
---- ------------ ----- ----------------- ------------------ ------
<S> <C> <C> <C> <C> <C>
Kensington Capital 0 588,100
Management, Inc. 588,100 (see Item 6) 588,100 8.2%
Charles R. Schwab, 0 592,100
Jr. 592,100 (see Item 6) 592,100 8.2%
</TABLE>
* Percentage based on the total issued and outstanding shares of Common Stock
reported by the Issuer in its 10-Q, filed with the Securities and Exchange
Commission on November 14, 1997.
(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>
11/07/97 34,000 $.75
11/10/97 19,000 $.75
11/11/97 34,000 $.75
11/12/97 25,000 $.8125
11/13/97 18,000 $.75
11/18/97 5,000 $.81
11/19/97 2,500 $.8125
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Total 137,500
</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/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 588,100 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 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.
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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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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: December 5, 1997 KENSINGTON CAPITAL MANAGEMENT, INC.
By: /s/ Charles R. Schwab, Jr.
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President
/s/ Charles R. Schwab, Jr.
-----------------------------------
Charles R. Schwab, Jr.
