ELECTROSOURCE INC
SC 13D/A, 1998-10-08
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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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. 2)


                               Electrosource, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   286150206
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

           Michael G. Semmens, Electrosource, Inc., 2809 Interstate 35
                 South, San Marcos, Texas 78666 (512) 753-6548
- --------------------------------------------------------------------------------
       (Name, Address and Telephone Number of Person Authorized to Receive
                          Notices and Communications)

                               September 28, 1998
- --------------------------------------------------------------------------------
             (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 [ ].


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                                 AMENDMENT NO. 2
                                       TO
                                  SCHEDULE 13D


1.       Names of Reporting Persons

         KAMKORP LIMITED

2.       Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)___________

         (b)_____X_____

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

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)

         (a)___________

         (b)_____X_____

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___

13.      Percent of Class Represented by Amount in Row (11)  0

14.      Type of Reporting Person (See Instructions)  IN



<PAGE>   3


                                 AMENDMENT NO. 2
                                       TO
                                  SCHEDULE 13D

         This Amendment No. 2 (this "Amendment") supplements the statement on
Schedule 13D filed with respect to an event occurring on June 2, 1998 and filed
by Kamkorp Limited ("Kamkorp"), Kamal Siddiqi, Clifford Graham Winckless and
Roger Geoffrey Musson on June 12, 1998 (the "Initial Filing") relating to the
common stock, par value $1.00 per share ("Common Stock") of Electrosource, Inc.,
a Delaware corporation ("Electrosource"). Capitalized terms used herein without
definition have the same meanings attributed to them in the Initial Filing.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         Kamkorp acquired from the issuer 300,000 shares of Common Stock of
Electrosource for $300,000 (the "Reported Shares"). The source of funds is
working capital of the Kamkorp Limited consolidated group.

ITEM 4.           PURPOSE OF TRANSACTION

         (a) On September 28, 1998, Kamkorp purchased the Reported Shares in
response to a notice transmitted to Kamkorp from Electrosource as contemplated
by the Stock Purchase Agreement. The acquisition of the Reported Shares took
place under the terms of the Stock Purchase Agreement and are part of the
remaining 3,300,000 shares that Kamkorp had the right to purchase under the
Stock Purchase Agreement after the purchases of Common Stock of Electrosource
reported in the Initial Filing and amendments filed prior to this Amendment. The
purchase of the Reported Shares is part of a series of contemplated transactions
that, if consummated, will result in the acquisition of control of
Electrosource.

         (e) The purchase of the Reported Shares are expected to have a material
effect on the capitalization of Electrosource. Kamkorp has no present plan to
seek a change in Electrosource's dividend policy.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER

         (c)      See Item 4.



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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/Kamal Siddiqi
By:  Kamal Siddiqi
Chairman, Kamkorp Limited
Date: 6 October 1998


/s/Kamal Siddiqi
By:  Kamal Siddiqi
Date:  6 October 1998


/s/Clifford Winckless
By: Clifford Winckless
Date:  6 October 1998


/s/Roger Musson
By:  Roger Musson
Date:  6 October 1998

















Schedule 13D Amendment No. 2


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