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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)
Electrosource, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
286150206
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(CUSIP Number)
James M. Rosel, Electrosource, Inc., 2809 Interstate 35 South,
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San Marcos, Texas 78666, (512) 753-6548
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1998
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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._____
1 Names of Reporting Persons.
KAMKORP LIMITED
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) x
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3. SEC Use Only ______________________________________
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) __________
6. Citizenship or Place of Organization ENGLAND
7. Sole Voting Power 9,000,000
8. Shared Voting Power NONE
9. Sole Dispositive Power 9,000,000
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10. Shared Dispositive Power NONE
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,000,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
See Instructions) _______
13. Percent of Class Represented by Amount in Row (11) 66.5%
14. Type of Reporting Person (See Instructions) CO
1. Names of Reporting Persons.
KAMAL SIDDIQI
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(c)
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(d) x
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3. SEC Use Only ______________________________________
4. Source of Funds (See Instructions) WC (OF KAMKORP LIMITED)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) __________
6. Citizenship or Place of Organization INDIAN
7. Sole Voting Power NONE
8. Shared Voting Power NONE
9. Sole Dispositive Power NONE
10. Shared Dispositive Power NONE
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
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13. Percent of Class Represented by Amount in Row (11) 0
14. Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
Common stock, par value $1.00 per share ("Common Stock") of
Electrosource, Inc. ("Electrosource"), 2809 Interstate 35 South, San Marcos,
Texas 78666-5930.
ITEM 2. IDENTITY AND BACKGROUND
Kamkorp Limited ("Kamkorp") is a private limited company
registered in England with its principal offices located at Mytchett Place,
Mytchett, Surrey GU16 6DQ, England. Kamkorp is a holding company.
(d) No.
(e) No.
The following are the officers and directors of Kamkorp. Kamal
Siddiqi, in addition to his office described below, is the majority shareholder
in Kamkorp. The three individuals listed below are all of the shareholders in
Kamkorp.
Kamal Siddiqi
(a) Kamal Siddiqi.
(b) Ladygarth, Monk's Walk, Ascot, Berkshire SL5 9AZ, England.
(c) Chairman of the Board, Kamkorp. For information on Kamkorp,
see information above in this item.
(d) No.
(e) No.
(f) Indian.
Clifford Graham Winckless
(a) Clifford Graham Winckless
(b) Prospect Hill Farm, Frensham Lane, Headley, Hampshire
GU35 8SZ, England.
(c) Managing Director and member of the board of directors,
Kamkorp. For information on Kamkorp, see information above in this item.
(d) No.
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(e) No.
(f) British.
Roger Geoffrey Musson
(a) Roger Geoffrey Musson
(b) Woodside Cottage, Park Close, Ashley Park, Walton-on-Thames,
Surrey KT12 1EW, England.
(c) Finance Director and member of the board of directors,
Kamkorp. For information on Kamkorp, see information above in this item.
(d) No.
(e) No.
(f) British.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Kamkorp is acquiring 1,200,000 shares of Common Stock of Electrosource
for $1,200,000. The source of funds is working capital of Kamkorp.
ITEM 4. PURPOSE OF TRANSACTION
Kamkorp has entered into an agreement as of June 2, 1998 (the "Stock
Purchase Agreement") to acquire 1,200,000 shares of Common Stock of
Electrosource from the issuer. The purpose of the transaction is to initiate a
series of transactions that, if consummated, will result in the acquisition of
control of Electrosource.
(a) In addition to the acquisition of 1,200,000 shares of Common
Stock on June 2, 1998, Kamkorp intends to acquire an additional 1,500,000 shares
of Common Stock of Electrosource from the issuer on or before June 15, 1998 for
$1,500,000. This acquisition, if consummated, will take place under the terms of
the Stock Purchase Agreement. Kamkorp has the right, under the Stock Purchase
Agreement, to purchase up to 4,800,000 additional shares of Common Stock of
Electrosource from the issuer (including the 1,500,000 shares of Common Stock
referred to in the prior sentence) before September, 1999. In addition, Kamkorp
has the right, pursuant to an option issued under the Stock Purchase Agreement,
to purchase an additional 3,000,000 shares of Common Stock of Electrosource from
the issuer at a price of $1.00 per share, valid for five years from the date of
the Stock Purchase Agreement (the "Option"). Should Kamkorp and Electrosource
execute a services agreement for the provision of certain services, assets
and/or intellectual property by Kamkorp to Electrosource, Electrosource
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may pay for such services, assets and/or intellectual property in the form of
Common Stock, which payment will proportionately reduce the number of shares
eligible for purchase by Kamkorp pursuant to the Option.
(b) None.
(c) None.
(d) Pursuant to the Stock Purchase Agreement, Kamkorp is entitled
to acquire a number of seats on the board of directors of Electrosource (the
"Board") equal to at least one-third of the members of the Board until Kamkorp
has either acquired a majority of the issued and outstanding Common Stock of
Electrosource or has acquired a majority of the seats on the Board. Messrs.
Siddiqi, Winckless and Musson were appointed to the Board on June 2, 1998.
(e) The purchase of 1,200,000 shares and the intended purchase of
1,500,000 additional shares of Common Stock of Electrosource from the issuer for
$1,200,000 and $1,500,000, respectively, by Kamkorp will have a material affect
on the capitalization of Electrosource. The initial investment of $1,200,000
will provide Electrosource with working capital to pay current obligations and
to continue operations. The investment of $1,500,000 is intended to permit
Electrosource to redeem certain convertible promissory notes of Electrosource
held by Corning Incorporated. Kamkorp has no present plan to seek a change in
Electrosource's dividend policy.
(f) Kamkorp intends, ultimately, to acquire control of
Electrosource through an acquisition of a number of shares of Common Stock from
the issuer sufficient to hold a majority of the issued and outstanding Common
Stock of Electrosource. Kamkorp may abandon this plan if certain events or
contingencies occur or fail to occur.
(g) Electrosource has agreed, pursuant to the Stock Purchase
Agreement, to forebear from taking certain actions without the consent of
Kamkorp until such time as Kamkorp holds a majority of the issued and
outstanding shares of Common Stock of Electrosource and Kamkorp holds a majority
of the seats on the Board. Such forebearances include, among other things, the
ability of Electrosource to (i) issue capital stock of any security convertible
into or providing the right to acquire Common Stock (other than the issuance of
Common Stock for convertible securities, options or warrants already
outstanding); (ii) incur debt, pledge assets or guaranty debts; (iii) merge,
consolidate, enter into a partnership or joint investment or engage in an
investment of any of Electrosource's liquid assets with a third party or dispose
of any such interest or investment; (iv) adopt, amend, restate or revoke
Electrosource's Certificate of Incorporation or Bylaws; or (v) increase the
number of members on the Board.
(h) None.
(i) None.
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(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Kamkorp beneficially owns 9,000,000 shares of Common Stock of
Electrosource, of which 7,800,000 shares of Common Stock are shares for which
Kamkorp possesses a right to acquire, pursuant to the terms of the Stock
Purchase Agreement and the Option. Kamkorp's beneficial ownership represents
66.5% of the issued and outstanding shares of common stock of Electrosource.
Excluding shares of Common Stock for which Kamkorp has the right to acquire,
Kamkorp's beneficial ownership represents 20.9% of the issued and outstanding
shares of common stock of Electrosource.
Kamal Siddiqi, as the holder of an 85% interest in Kamkorp,
could be deemed to be the beneficial owner of shares of Common Stock of
Electrosource held by Kamkorp. Notwithstanding the foregoing, the filing of this
statement on behalf of Kamal Siddiqi shall not be construed as an admission that
such person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this report. Clifford Winckless and Roger Musson hold 10% and 5% interests,
respectively, in Kamkorp and disclaim ownership of any shares of Common Stock of
Electrosource held by Kamkorp.
(b) Kamkorp possesses sole power to vote or to direct the vote
and to dispose or to direct the disposition of 9,000,000 shares of Common Stock
of Electrosource, of which 7,800,000 shares of Common Stock are shares for
which Kamkorp possesses a right to acquire, pursuant to the terms of the Stock
Purchase Agreement and the Option.
(c) Prior to the acquisition of the 1,200,000 shares of Common
Stock and the acquisition of the right to acquire an additional 7,800,000 shares
of Common Stock of Electrosource, none of Kamkorp, Kamal Siddiqi, Clifford
Winckless and Roger Musson effected any transaction in the Common Stock of
Electrosource.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Electrosource has agreed, pursuant to the Stock Purchase
Agreement, to recommend in any proxy materials sent to shareholders of
Electrosource the election of any nominee of Kamkorp for a seat on the Board for
which a shareholder vote is required. Electrosource has agreed, pursuant to a
registration rights agreement between Electrosource and Kamkorp as of June 2,
1998 (the "Registration Rights Agreement"), to register certain shares of Common
Stock held by Kamkorp. Pursuant to the Registration Rights Agreement, Kamkorp
may (1) require no more than two times per year that
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Electrosource effect the registration of shares of Common Stock held by Kamkorp
in an amount up to 5% of the total issued and outstanding shares of Common Stock
and (2) require Electrosource to effect the registration of shares of Common
Stock held by Kamkorp should Electrosource propose the registration and offering
of additional shares of its Common Stock. Pursuant to their election to the
Board, Messrs. Siddiqi, Winckless and Musson are each to receive an option to
acquire 15,000 shares of Common Stock exercisable at a price of $1.00 per share.
For additional information in response to this item, see Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
7.1 Stock Purchase Agreement between Incorporated by reference from
Electrosource, Inc. and Kamkorp Limited Electrosource, Inc.'s current
dated as of June 2, 1998 report on Form 8-K filed as of
June 11, 1998.
7.2 Registration Rights Agreement between Incorporated by reference from
Electrosource, Inc. and Kamkorp Limited Electrosource, Inc.'s current
dated as of June 2, 1998 report on Form 8-K filed as of
June 11, 1998.
</TABLE>
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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. Kamkorp Limited and Kamal Siddiqi agree to the filing of
this combined report.
/s/
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By: Kamal Siddiqi
Chairman, Kamkorp Limited
Date: June 9, 1998
/s/
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By: Kamal Siddiqi
Date: June 9, 1998
/s/
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By: Clifford Winckless
Date: June 9, 1998
/s/
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By: Roger Musson
Date: June 9, 1998
