STRATFORD AMERICAN CORP
SC 13D/A, 1998-02-13
AUTO RENTAL & LEASING (NO DRIVERS)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                   PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
                           FILED PURSUANT TO 13d-2(a)
                              (Amendment No. Two)*


                         Stratford American Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   86279E 10 2
                                 --------------
                                 (CUSIP Number)

                  E.G. Kendrick, Jr., 3964 Paradise View Drive,
                    Paradise Valley, AZ 85253 (602) 954-6262
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 2, 1997
- --------------------------------------------------------------------------------
             (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.

                         (Continued on following pages)
                               (Page 1 of 4 Pages)


*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 the
disclosures provided in a prior cover page.

The information required in 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).
<PAGE>
                                  SCHEDULE 13D
- ---------------------                                          -----------------
CUSIP No. 86279E 10 2                                          Page 2 of 4 Pages
- ---------------------                                          -----------------
- --------------------------------------------------------------------------------
1         NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
               E.G. Kendrick, Jr.
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS*
               00
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED  PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

- --------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION
               United States (Arizona)
- --------------------------------------------------------------------------------
                             7         SOLE VOTING POWER
        NUMBER OF                            0
         SHARES              ---------------------------------------------------
      BENEFICIALLY           8         SHARED VOTING POWER              
        OWNED BY                             0                      
          EACH               ---------------------------------------------------
        REPORTING            9         SOLE DISPOSITIVE POWER           
         PERSON                              0                       
          WITH               ---------------------------------------------------
                             10        SHARED DISPOSITIVE POWER         
                                             0                      
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               0
- --------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
- --------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               0%
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON*
               IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.  Security and Issuer

This statement relates to Common Stock,  $0.01 par value. The name of the issuer
is Stratford  American  Corporation  and the address of its principal  executive
offices is 2400 East Arizona Biltmore Circle,  Building 2, Suite 1270,  Phoenix,
Arizona 85016.

Item 2.  Identity and Background

(a)      The name of the person filing this  statement is E. G. (Ken)  Kendrick,
         Jr. Mr.  Kendrick was a member of JDMD  Investments,  L.L.C.  ("JDMD"),
         which was formerly known as JDMK Investments, L.L.C.

(b)      Mr.  Kendrick's  address is 3964 Paradise View Drive,  Paradise Valley,
         Arizona 85253.

(c)      Mr. Kendrick's  principal occupation or employment is investing for his
         own account out of his home and not for any  organization.  The address
         out of which Mr.  Kendrick  conducts  such  occupation is 3964 Paradise
         View Drive, Paradise Valley, Arizona 85253.

(d)      During the last five years,  Mr.  Kendrick has not been  convicted in a
         criminal   proceeding   (excluding   traffic   violations   or  similar
         misdemeanors).

(e)      During  the last five  years,  Mr.  Kendrick  has not been a party to a
         civil  proceeding  of a judicial or  administrative  body of  competent
         jurisdiction resulting in any 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. Kendrick is a United States citizen.

Item 3.  Source and Amount of Funds or Other Consideration

Not applicable.

Item 4.  Purpose of Transaction

Mr. Kendrick  acquired the securities for investment.  Mr. Kendrick has no plans
or proposals  which  relate to or would  result in any of the actions  listed in
Items 4(a) through 4(j) of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a)      Mr. Kendrick beneficially owns no shares, or 0%, of the issuer's Common
         Stock.

(b)      Not applicable.

(c)      There were no transactions in the Common Stock effected by Mr. Kendrick
         during  the past 60 days or since the most  recent  filing on  Schedule
         13D, whichever is less. Mr. Kendrick transferred his entire interest in
         JDMD,  which directly holds the Common Stock, to Dale M. Jensen on July
         2, 1997.

(d)      JDMD has the right to receive  and the power to direct  the  receipt of
         dividends from, or the proceeds from the sale of, the Common Stock. The
         members of JDMD are Dale M. Jensen, Mel L. Shultz,  David H. Eaton, and
         Gerald J.  Colangelo.  Mr.  Kendrick  formerly was a member of JDMD. He
         transferred his entire interest in JDMD to Mr. Jensen on July 2, 1997.
                                  Page 3 of 4
<PAGE>
(e)      Mr. Kendrick  ceased to be the beneficial  owner of more than 5% of the
         Common Stock on July 2, 1997 when he transferred his entire interest in
         JDMD to Mr. Jensen.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

None.

Item 7. Material to be Filed as Exhibits

None.

                                    SIGNATURE

         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.

                                        February 1, 1998
                                        ----------------------------------------
                                        Date

                                             /s/ E. G. Kendrick, Jr.
                                        ----------------------------------------
                                        Signature

                                        E. G. Kendrick, Jr.
                                        ----------------------------------------
                                        Name/Title
                                  Page 4 of 4


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