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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TENERA, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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Title of Class of Securities
88033K 10 1
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(CUSIP Number)
Jeffrey R. Hazarian
One Market Street, Spear Tower, Suite 1850
San Francisco, CA 94105 (415) 536-4744
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 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).
(Continued on following page(s))
Page 1 of 7
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CUSIP No. 88033K 10 1 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(a) Harvey E. Wagner
(b) Incline Village Investment Group Limited Partnership, a Georgia
limited partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
(a) United States of America
(b) Georgia
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7 SOLE VOTING POWER
(a) NONE
(b) 3,746,120
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING (a) NONE
PERSON (b) 3,746,120
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 3,708,658
(b) 3,746,120
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5 [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 35.9%
(b) 36.3%
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14 TYPE OF REPORTING PERSON*
(a) IN
(b) PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
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Item 1 - Security and Issuer
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This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of TENERA, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at One
Market Street, Spear Tower, Suite 1850, San Francisco, CA 94105.
Item 2 - Identity and Background
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I. HARVEY E. WAGNER
(a) Harvey E. Wagner.
(b) P.O. Box 7370, Incline Village, Nevada 89450.
(c) Chief Executive Officer of Teknekron Corporation, P.O. Box 7370,
Incline Village, Nevada 89450.
(d) Mr. Wagner has never been convicted in a criminal proceeding.
(e) Mr. Wagner has never been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where
the result of such proceeding was the imposition of 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. Wagner is a citizen of the United States of America.
II. INCLINE VILLAGE INVESTMENT GROUP LIMITED PARTNERSHIP
(a) Incline Village Investment Group Limited Partnership, a Georgia
limited partnership (the "Partnerhsip")
(b) P.O. Box 7370, Incline Village, Nevada 89450.
(c) The Partnership is a family limited partnership formed primarily
for the purpose of holding and managing certain of the assets of
the Wagner family.
(d) The Partnership has never been convicted in a criminal proceeding.
(e) The Partnership has never been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where
the result of such proceeding was the imposition of 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.
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III. LESLIE K. WAGNER
(a) Leslie K. Wagner.
(b) P.O. Box 7370, Incline Village, Nevada 89450.
(c) General Partner of Incline Village Investment Group Limited
Partnership, a Georgia limited partnership, P.O. Box 7370,
Incline Village, Nevada 89450.
(d) Ms. Wagner has never been convicted in a criminal proceeding.
(e) Ms. Wagner has never been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
where the result of such proceeding was the imposition of 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) Ms. Wagner is a citizen of the United States of America.
Item 3 - Source and Amount of Funds and Other Consideration
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See Item 4.
Item 4 - Purpose of Transaction
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The primary purpose of the transaction reported herein relates to
estate planning and management. This statement relates to (i) the transfer by
Mr. Wagner of 3,708,658 shares of Common Stock of TENERA, Inc. to Incline
Village Investment Group Limited Partnership, a Georgia limited partnership
(the "Partnership"), in exchange for a 99% limited partnership interest in the
Partnership, and (ii) the gift by Mr. Wagner of 37,462 shares of Common Stock
to his spouse, Leslie Wagner, who in turn transferred such shares to the
Partnership in exchange for a 1% general partnership interest in the
Partnership. The Partnership is a family limited partnership formed primarily
for the purpose of holding and managing certain of the assets of the Wagner
family. As a result of this transaction, the Partnership holds all of the
shares of Common Stock formerly held by Mr. Wagner, Mr. Wagner, the sole
limited partner of the Partnership, holds a 99% limited partnership interest in
the Partnership, and Leslie Wagner, the general partner of the Partnership,
holds a 1% general partnership interest in the Partnership.
Neither Mr. Wagner nor the Partnership have any present intention to
acquire additional securities of the Issuer or dispose of any such securities,
although either may, depending on his or its evaluation of the Issuer's
business and prospects and upon future developments (including, but not limited
to, general economic and stock market conditions) determine to increase or
decrease his or its position in the Issuer in the future. Neither Mr. Wagner
nor the Partnership is aware of any plans or proposals by any other person to
acquire additional securities of the Issuer or dispose of any such securities.
Page 4 of 7
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Neither Mr. Wagner nor the Partnership have any present plan or
proposals which relate to or would result in (i) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (ii) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (iii) 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, (iv) any material
change in the present capitalization or dividend policy of the Issuer, (v) any
other material change in the Issuers business or corporate structure, (vi)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which might impede the acquisition of control of the Issuer by
any person, (vii) 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, (viii) a class of equity securities of the Issuer becoming
eligible for termination of registration, and (ix) any action similar to any of
those enumerated above.
Item 5 - Interest in Securities of the Issuer
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(a) - Aggregate Number and Percentage Owned.
See Items 11 and 13 of the cover pages attached hereto for the
aggregate number and percentage of Common Stock beneficially owned by Mr.
Wagner and the Partnership. Mr. Wagner disclaims beneficial ownership with
respect to the 37,462 shares of Common Stock which were gifted to Ms. Wagner
and subsequently contributed by her to the Partnership in exchange for her 1%
general partner interest in the Partnership
(b) Voting and Investment Power.
The Partnership has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of all the shares of Common
Stock to which this statement relates.
(c) Description of Transactions.
Except as described in Item 4 above, neither Mr. Wagner nor the
Partnership has effected transactions involving the Common Stock in the last 60
days.
(d) Dividends, Proceeds, etc.
To the knowledge of Mr. Wagner and the Partnership, no person other
than the Partnership has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any of the shares
of Common Stock to which this statement relates.
(e) Not applicable.
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ITEM 6 - Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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Not applicable.
ITEM 7 - Material to Be Filed as Exhibits
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Exhibits
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Exhibit 1 Agreement dated March 7, 1996 between the Partnership and Mr. Wagner
relating to the filing of this statement.
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.
Harvey E. Wagner
/S/ Harvey E. Wagner
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Signature
March 7, 1996
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Date
Incline Village Investment Group Limited Partnership,
a Georgia limited partnership
By: /S/Leslie K. Wagner
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Leslie K. Wagner, General Partner
March 7, 1996
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Date
Page 6 of 7
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934
(the "Exchange Act"), the undersigned hereby acknowledge and agree that the
Schedule 13D relating to the February 29, 1996 transaction in the Common Stock
of TENERA, Inc. to which this agreement is attached as Exhibit 1 is filed
pursuant to the Exchange Act with the Securities and Exchange Commission and
the American Stock Exchange on behalf of each of the undersigned.
Harvey E. Wagner
/S/ Harvey E. Wagner
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Signature
March 7, 1996
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Date
Incline Village Investment Group Limited Partnership,
a Georgia limited partnership
By: /S/Leslie K. Wagner
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Leslie K. Wagner, General Partner
March 7, 1996
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Date
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