Mitsui Engineering & Shipbuilding Co Ltd – ‘SC 13D/A’ on 3/18/96 re: Electrosource Inc

As of:  Monday, 3/18/96   ·   Accession #:  891836-96-60   ·   File #:  5-39045

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    13D Amendment No. 1                                   11     28K 
 2: EX-99       Termination Agreement                                 11     23K 

SC 13D/A   —   13D Amendment No. 1
Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      

SCHEDULE 13D    
Under the Securities Exchange Act of 1934     

(Amendment No. 1)*    

Electrosource, Inc.     
(Name of Issuer)  

Common Stock, par value $.10 per share  
(upon conversion of 5% Convertible Promissory Note) 
(Title of Class of Securities)  

28615010  
(CUSIP Number)  

Robert G. DeLaMater, Sullivan & Cromwell  
125 Broad Street, New York, New York 10004  

(Name, Address and Telephone Number of Person Authorized  
to Receive Notices and Communications)  

March 6, 1996 
(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).                                                   

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--------------------                                                            
CUSIP NO. 28615010                                                              
--------------------                                                            
------------------------------------------------------------                    
1.   NAME OF REPORTING PERSON                                                 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Mitsui Engineering & Shipbuilding Co., Ltd.             

------------------------------------------------------------                    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                         

                             (a)  [  ]

                             (b)  [  ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                             

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                          
WC                                                      
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                          
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)                             
                                  [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                     
Japan                                                   

------------------------------------------------------------                    
7.    SOLE VOTING POWER                     
806,092 shares (assuming conversion of 5%   
NUMBER OF       Convertible Promissory Note)                                
SHARES        ----------------------------------------                  
BENEFICIALLY      8.    SHARED VOTING POWER                                     
OWNED BY                                                                    
EACH          ----------------------------------------                  
REPORTING        9.    SOLE DISPOSITIVE POWER                                 
PERSON         806,092 shares (assuming conversion of 5%                  
WITH          Convertible Promissory Note)                              
----------------------------------------    
10.   SHARED DISPOSITIVE POWER              
------------------------------------------------------------                    
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
PERSON      806,092 shares (assuming conversion of 5% Convertible   
Promissory Note)                            

------------------------------------------------------------                    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES                                                      
                                  [  ]
------------------------------------------------------------                    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
2.9% of Common Stock (assuming conversion of 5% Convertible         
Promissory Note)                                                    

------------------------------------------------------------                    
14.   TYPE OF REPORTING PERSON                                                  

CO                                                      
------------------------------------------------------------                    

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Item 1.  Security and Issuer                                                    

       This Amendment No. 1 (this "Amendment") amends and restates the

statement on Schedule 13D (the "Statement") filed by Mitsui Engineering &       

Shipbuilding Co., Ltd., a Corporation organized under the laws of Japan         

("Mitsui"), with the Commission on November 10, 1994, with respect to the       

Common Stock, par value $.10 per share (the "Common Stock"), of                 

Electrosource, Inc. (the "Company"), 3800B Drossett Drive, Austin, Texas        

78744-1131, which is issuable upon conversion of the 5% Convertible             

Promissory Notes (the "Notes") held by the entity making this filing.           

Item 2.  Identity and Background                                                

    This statement is being filed by Mitsui.  The address of the

principal office and business of Mitsui is 6-4, Tsukiji 5-chome, Chuo-ku,       

Tokyo 104, Japan, telephone: 011-813-3544-3147.                                 

    Mitsui is one of the largest heavy industrial enterprises in

Japan.  It is engaged in the manufacture and construction of a wide range       

of ships, such as merchant ships, naval ships and governmental ships and        

steel structures such as bridges.  It is also engaged in the manufacture of     

industrial machinery, such as diesel engines, container handling cranes and     

turbines; plant engineering and construction; and the construction of           

environmental protection systems.  In addition, Mitsui is diversifying its      

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product line into various areas such as new materials, for example,             

titanium alloys and amorphous metals.                                           

    The name, business address, present principal occupation and

citizenship of each executive officer and director of Mitsui are set forth      

in Appendix A hereto.                                                           

   During the last five years, none of Mitsui nor, to the best

knowledge of Mitsui, any of its executive officers or directors has been        

convicted in any criminal proceeding (excluding traffic violations or           

similar misdemeanors) or has been a party to a civil proceeding of a            

judicial or administrative body of competent jurisdiction and as a result       

of such proceeding was 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 amount of funds used in making the initial

purchase of the Notes (the "$3,800,000 Note") on November 10, 1994 was          

$3,800,000.  Mitsui used working capital generated in the ordinary course       

of its operations for such purchase.                                            

Item 4.  Purpose of Transaction                                                 

    Mitsui has acquired the $3,800,000 Note on November 10, 1994

pursuant to the Note Purchase Agreement, dated October 26, 1994 (the "Note      

Purchase Agreement"), for                                                       

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the purpose of investment in conjunction with its commercial licensing          

relationship with Company.  On December 6, 1995, Mitsui received as             

interest on the $3,800,000 Note a Note dated October 26, 1995 in the            

principal amount of $190,000 (the "$190,000 Note").                             

     On December 5, 1995, Mitsui gave notice to the Company of the

termination of the commercial licensing relationship between Mitsui and the     

Company.  Pursuant to the Termination Agreement, dated March 6, 1996 (the       

"Termination Agreement"), in connection with the termination of such            

relationship, Mitsui and the Company agreed, among other things, that           

Mitsui would apply $1,000,000 of the principal amount of the $3,800,000         

Note toward the payment of certain amounts owed by Mitsui to the Company        

and the Company would issue a replacement Note for the $3,800,000 Note.  In     

addition, the Company agreed to issue a Note as interest on the $3,800,000      

Note and the $190,000 Note to the date of issuance of such replacement          

Note.  On March 8, 1996, Mitsui received from the Company the replacement       

Note dated March 6, 1996 in the principal amount of $2,800,000 and a Note       

dated March 6, 1996 in the principal amount of $73,150 representing the         

interest on the $3,800,000 Note and the $190,000 Note.  The $3,800,000 Note     

was cancelled.                                                                  

     The Note Purchase Agreement and Exhibit A thereto, which were

attached to the Statement as Exhibit 1, and the Termination Agreement,          

which is attached to this Amendment                                             

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as Exhibit 2, are hereby incorporated by reference herein in their              

entirety.                                                                       

Item 5.  Interest in Securities of the Issuer                                   

    (a)  Mitsui owns directly the Notes, which have an aggregate

principal amount of $3,063,150.  The Notes are presently convertible into       

806,092 shares of Common Stock, equal to approximately 2.9%* of the total       

number of shares of Common Stock outstanding, which Mitsui may be deemed to     

own beneficially.  Mitsui does not beneficially own any other shares of         

Common Stock.  To the best of Mitsui's knowledge, none of its directors or      

executive officers beneficially owns any shares of Common Stock.                

      (b)  Mitsui has the sole power to vote, or to direct the vote,

and the sole power to dispose of, or to direct the disposition of, the          

Notes and the shares of Common Stock issuable upon conversion of the Notes.     

(c)  Except for the acquisition by Mitsui of the Notes  

described in Item 4, no transaction in the Common Stock has been effected       

by Mitsui during the past 60 days.                                              

    (d)  No person other than Mitsui has the right to receive or

the power to direct the receipt of dividends from, or the proceeds from the     

sale of, the Notes and the Common Stock issuable upon conversion of the         

Notes.                                                                          

*     Based on 27,932,604 shares of Common Stock of the Company outstanding     
 as of November 30, 1995, as disclosed in the Company's report on Form
8-K filed with the Commission on January 13, 1996.                  

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    (e)  As of March 6, 1996, Mitsui ceased to be the beneficial

owner of more than five percent of Common Stock of the Company.                 

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

The response to Item 4 is hereby incorporated herein by 

reference.                                                                      

Item 7.  Material to be filed as Exhibits                                       

      1.    Note Purchase Agreement, dated October 26, 1994, between
       the Company and Mitsui, including Exhibit A thereto
  (incorporated by reference to Exhibit 1 to the
Statement).                                 

     2.    Termination Agreement, dated March 6, 1996, between the
Company and Mitsui.                         

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SIGNATURE     

      The undersigned certifies that after reasonable inquiry and to

the best of its knowledge and belief, the information set forth in this         

statement is true, complete and correct.                                        

             MITSUI ENGINEERING & SHIPBUILDING
CO., LTD.           

  By  /s/ Hitoshi Narita
Hitoshi Narita
   Managing Director

Dated: March 18, 1996                                                           

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                                                            APPENDIX A

Executive Officers and Directors of Mitsui    

The name and principal occupation or employment of each 

executive officer and director of Mitsui are set forth below.  Except as        

otherwise noted, the principal employment of each person is with Mitsui and     

the business address of each such person is 6-4, Tsukiji 5-chome, Chuo-ku,      

Tokyo 104, Japan.  All of the persons listed below are citizens of Japan.       

Principal             
Occupation or         
Name                        Employment           Address                      

Yasunosuke Ishii            Chairman                                          

Jiro Hoshino                President                                         

Masao Iwane                 Senior Managing                                   
Director              

Yoshiaki Shinojima          Senior Managing                                   
Director              

Tetsuo Takeuchi             Senior Managing                                   
Director              

Norikazu Ohta               Managing Director                                 

Mikihiko Miyake             Managing Director                                 

Yoshihiro Hasegawa          Managing Director                                 

Hitoshi Narita              Managing Director                                 

Toshimichi Okano            Managing Director                                 

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Principal             
Occupation or         
Name                        Employment           Address                      

Osamu Taki                  Director                                          

Masayuki Sumi               Director                                          

Yuji Tanaka                 Director                                          

Hiroshi Kitashima           Director                                          

Shigeru Koshikawa           Director                                          

Hideo Kajiki                Director                                          

Tadashi Biwa                Director                                          

Makio Kanaiwa               Director                                          

Osami Yamamoto              Director                                          

Takeshi Sasaki              Director                                          

Kanjiro Fukushima           Corporate Auditor                                 

Seishi Sakaki               Corporate Auditor                                 

Toshiyuki Sakai*            Senior Managing      35-22 Ohokayama 1-           
                Director,            chome, Meguro-ku,
               Toyo Electronics     Tokyo, 152 Japan
Corp.                 

Takayuki Mino               Corporate Auditor                                 

*     Statutory Auditor of Mitsui                                               

SC 13D/A
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EXHIBIT INDEX     

                                       Page on which
                                     Exhibit appears

1.    Note Purchase Agreement, dated                    N/A                   
October 26, 1994, between the Company                             
and Mitsui, including Exhibit A                                   
thereto.                                                          

2.    Termination Agreement, dated March 6,              12                   
1996, between the Company and Mitsui.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
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		3/6/96		1		7
		1/13/96		6
		12/6/95		5
		12/5/95		5
		11/30/95		6
		10/26/95		5
		11/10/94		3		4
		10/26/94		4		11
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