SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
JMAR Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class and Securities)
466212 107
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(CUSIP Number of Class of Securities)
Kernco Trust SA
2 rue Jargonnant, P.O. Box 6432, CH-1211, Geneva 6
Attn: Sunder Advani
1-011-4122-707-7030
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Attn: Deborah Tuchman
November 20, 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 Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 46612 107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kernco Trust SA
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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
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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
Switzerland
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(7) SOLE VOTING POWER
750,000 shares of Common
Stock, par value $.01 per
share and 250,000 warrants
convertible into 250,000
shares of Common Stock, par
value $.01 share.
NUMBER OF
SHARES ---------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 750,000 shares of Common Stock, par
value $.01 per share and 250,000
warrants convertible into 250,000
shares of Common Stock, par value
$.01 share.
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(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 shares of Common Stock, par value $.01 per share and 250,000
warrants convertible into 250,000 shares of Common Stock, par value
$.01 share.
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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
5.5% of the Common Stock when the 250,000 warrants are
exercised, and 4.1% of the Common Stock when the 250,000
warrants are not exercised.
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(14) TYPE OF REPORTING PERSON* IA
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This Statement on Schedule 13D (the "Schedule 13D"), is being filed
pursuant to Rule 13d-1 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by Kernco Trust SA
("Kernco"), with respect to the Common Stock, par value $.01 per share (the
"Common Stock"), of JMAR Industries, Inc., a Delaware corporation ("JMAR").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of JMAR. The principal
executive offices of JMAR are located at 3956 Sorrento Valley Blvd., San
Diego, California, 92121.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Kernco. The principal executive offices of
Kernco are located at 2 rue Jargonnont, CH-1211, Geneva 6. Kernco acts as
an investment advisor to various entities, organizations and individuals.
Set forth below are the name, address and present principal occupation or
employment with Kernco (except as otherwise indicated) of each director and
executive officer of Kernco.
Name and Address Position
1. Sunder J. Advani Chairman
10, Avenue Leonard Sismondi
1224 - Chene-Bougeries
Switzerland
2. Roland Farina Financial Director
Aurefind SA
rue de Lancy 7
P.O. Box 117
1211 GenEve 25
Switzerland
3. MaItre AndrE de Pfyffer Director
De Pfyffer & AssociEs
6, rue FranCois Bellot
1206 GenEve
Switzerland
During the last five years, neither Kernco nor, to the best knowledge of
Kernco, any director or executive officer of Kernco has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding has been 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 OR OTHER CONSIDERATION.
The aggregate purchase price for the Common Stock was $3,400,000 The
Common Stock was purchased for investment vehicles ("Investment Vehicles")
for which either Kernco or Mikles/Miller Mgmt., Inc. act as investment
advisor utilizing funds from the Investment Vehicles.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was purchased for investment purposes on behalf of the
Investment Vehicles.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Kernco is the beneficial owner of 5.5% of the Common Stock when the 250,000
are exercised, and the beneficial owner of 4.1% of the Common Stock when
the 250,000 are not exercised.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships with
respect to the Common Stock.
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.
DATED: March 10, 1999 Kernco Trust S.A.
By: /s/ Sunder Advani
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Sunder Advani
