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SCHEDULE 13D
Amendment No. 1
Amerigon Incorporated
Class A common stock
Cusip # 03070L102
Filing Fee: No
Cusip # 03070L102
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: None
Item 10: None
Item 11: 0
Item 13: 0.00%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Class A common
stock, $0.00 par value (the "Shares") of Amerigon Incorporated, a
California corporation (the "Company"). The principal executive
offices of the Company are located at 404 East Huntington Drive,
Monrovia, CA 91016.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Various directly or indirectly held subsidiaries of FMR
are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder
servicing and real estate development. The principal offices of
FMR and Fidelity are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in
the aggregate 220,000 Shares for cash in the amount of
approximately $1,760,000, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 330,000 Shares for cash in the amount of
approximately $2,768,125, including brokerage commissions. The
Accounts used their own assets in making such purchase and no
part of the purchase price is represented by borrowed funds.
On March 1, 1996, the Shares beneficially owned by the
Fidelity Funds and the Accounts decreased by 550,000 Shares as a
result of the event described in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase Shares is to acquire an equity interest in the
Company in pursuit of specified investment objectives established
by the Board of Trustees of the Fidelity Funds and by the
investors in the Accounts.
Fidelity may continue to have the Fidelity Funds and the
Accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at
what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making
additional purchases of Shares or to increase or decrease the
equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Fidelity has no present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of transfer of
a material amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the
Company's Class A common stock becoming eligible for termination
of its registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
FMR, Fidelity, beneficially own all 0 Shares.
(a) FMR and FMTC beneficially own, zero Shares, or
approximately 0.00% of the outstanding Shares of the Company.
Neither FMR, Fidelity, nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of
FMR, Fidelity, and FMTC are 0 Shares, or approximately 0.00% of
the outstanding Shares of the Company.
(b) Not applicable.
(c) On March 1, 1996, the reporting person's beneficial
ownership of Shares decreased by 550,000 Shares as a result of
(i) the termination of the reporting person's interest in two
Accounts and a Fidelity Fund (a private investment partnership)
and (ii) the termination of investment management agreements FMTC
and Fidelity had with such Accounts and Fidelity Fund,
respectively.
(d) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
(e) Inasmuch as FMR is no longer the beneficial owner of
any of the number of shares outstanding, FMR has no further
reporting obligation under Section 13(d) of the Securities
Exchange Act of 1934 or the rules and regulations promulgated by
the Securities and Exchange Commission thereunder. This
statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after
the date hereof.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: March 12, 1996 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer