Kamkorp Ltd · SC 13D · Electrosource Inc · On 6/12/98

Filed On 6/12/98   ·   SEC File 5-39045   ·   Accession Number 950133-98-2281

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     31K 

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SC 13D
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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.
 ---------------------------------------------
(Name of Issuer)

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

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

James M. Rosel, 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)

June 2, 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._____      

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                                      

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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)                                                           
---------                                               
(d)    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                       

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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                              

                                                        [Enlarge/Download Table]

EXHIBIT NUMBER                   DESCRIPTION                          PAGE             
--------------                   -----------                          ----             

                                                                                       
      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.                

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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/                                                                     
---------------------------                                                     
By:  Kamal Siddiqi                                                              
Chairman, Kamkorp Limited                                                       
Date:  June 9, 1998                                                             

/s/                                                                     
---------------------------                                                     
By:  Kamal Siddiqi                                                              
Date:  June 9, 1998                                                             

/s/                                                                     
---------------------------                                                     
By: Clifford Winckless                                                          
Date:  June 9, 1998                                                             

/s/                                                                     
---------------------------                                                     
By:  Roger Musson                                                               
Date:  June 9, 1998                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		6/2/98		1		7
		6/9/98		8
		6/11/98		7					8-K
Filed On / Filed As Of		6/12/98
		6/15/98		4
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