-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RL2eGoLiskFvyyZp3VUJ6PbDDS3m64X5zLEL1wKBclLa87KF12yB1MtjNXlcP65n aHmdgh4PocpJ9BizVfU39A== 0000898077-98-000109.txt : 19981126 0000898077-98-000109.hdr.sgml : 19981126 ACCESSION NUMBER: 0000898077-98-000109 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GISH BIOMEDICAL INC CENTRAL INDEX KEY: 0000700945 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 953046028 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36118 FILM NUMBER: 98760087 BUSINESS ADDRESS: STREET 1: 2681 KELVIN AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7147565485 MAIL ADDRESS: STREET 1: 2681 KELVIN AVE CITY: IRVINE STATE: CA ZIP: 92714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSET VALUE FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000898077 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223090661 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082340300 MAIL ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 SC 13D 1 ORIGINAL SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NAME OF ISSUER: Gish Biomedical, Inc. TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 376360103000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Natalie I. Koether, Esq., Rosenman & Colin 211 Pennbrook Road, P. O. Box 97 Far Hills, New Jersey 07931 (908) 766-4101 DATE OF EVENT WHICH REQUIRES FILING: November 16, 1998 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: ________ Check the following 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 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). (Continued on following pages) CUSIP NO.: 37636013000 1. NAME OF REPORTING PERSON: Asset Value Fund Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) XX (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): YES NO XX 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey 7. SOLE VOTING POWER: 399,850 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 399,850 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 399,850 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: YES NO XX 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.59% 14. TYPE OF REPORTING PERSON: PN CUSIP NO.: 37636013000 1. NAME OF REPORTING PERSON: Howard F. Bovers 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) XX (b) 3. [SEC USE ONLY] 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): YES NO XX 6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. 7. SOLE VOTING POWER: 10,500 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 10,500 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: YES NO XX 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .3% 14. TYPE OF REPORTING PERSON: IN Item 1. SECURITY AND ISSUER This Schedule 13D (this "Schedule") relates to the purchase by Asset Value Fund Limited Partnership ("Asset Value") and Howard F. Bovers of the common stock, no par value per share ("Shares") of Gish Biomedical, Inc., a California corporation (the "Company" or "Gish"). Gish's principal executive offices are located at 2681 Kelvin Avenue, Irvine, California 92614. Item 2. IDENTITY AND BACKGROUND (a), (b) and (c). Asset Value is a limited partnership engaged in investing in securities. The sole general partner of Asset Value is Asset Value Management, Inc., ("Asset Value Management"). Asset Value Management is a wholly-owned subsidiary of Kent Financial Services, Inc. ("Kent"), a public company, the principal business of which is the operation of T. R. Winston & Company, Inc. ("TRW"), its wholly-owned subsidiary. TRW is a broker-dealer registered with the National Association of Securities Dealers, Inc. Asset Value, Asset Value Management, Kent and TRW maintain offices at 376 Main Street, Bedminster, New Jersey 07921. (See Exhibits A and B for information about the executive officers and directors of Asset Value Management and Kent, respectively, including addresses and principal businesses or occupations.) Mr. Bovers is the President and majority shareholder of Bradford Trading Company, an investment management and venture capital firm whose principal business address is P.O. Box 3364, Vero Beach, Florida 32964. (d) During the past five years, none of Asset Value, Mr. Bovers, Asset Value Management, Kent, and any of the persons listed on Exhibits A and B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of Asset Value, Mr. Bovers, Asset Value Management, Kent, nor any of the persons listed on Exhibits A and B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was 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. (f) Asset Value is a New Jersey limited partnership, and Asset Value Management and Kent are Delaware corporations. TRW is a New Jersey corporation. Mr. Bovers and all individuals listed on Exhibits A and B are citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Through November 25, 1998, Asset Value has acquired 399,850 Shares at an aggregate purchase price of $1,001,514.42, and Howard F. Bovers has acquired 10,500 Shares at an aggregate purchase price of $31,655.50, including brokerage commissions where applicable. Asset Value purchased the Shares with its cash reserves and Mr. Bovers purchased his Shares with personal funds. During the same period Asset Value also sold 82,670 Shares for proceeds of $213,499.27. Item 4. PURPOSE OF TRANSACTION. Asset Value selected Gish as an investment candidate because it believed its Shares were undervalued in the marketplace. Asset Value offered Citadel Holding Corporation ("CHC") an opportunity to participate in acquiring Shares. Based on information and belief, CHC, which is not affiliated with Asset Value, is filing its own Schedule 13D in connection with its ownership of Shares. On November 16, 1998, Asset Value sold to CHC half of the Shares owned by Asset Value at Asset Value's average cost ($2.59 per Share) and later that same date shared equally in the purchase of an additional block of Shares at $2.50 per Share. After the transactions Asset Value and CHC each owned 397,150 Shares at an average cost of $2.51 per Share. By cumulating votes at the Annual Meeting held on November 18, 1998, Asset Value elected to the Gish board, Howard F. Bovers, currently the Vice Chairman of Asset Value's affiliate, T. R. Winston & Company, Inc. Asset Value and CHC have not entered into any formal agreement either written or oral with respect to the Gish investment. The two companies have determined to proceed independently and to make decisions about when and whether to cooperate with respect to this investment on an ad hoc basis. Asset Value is analyzing the assets, business, prospects and opportunities of Gish for the purpose of determining a future course with respect to the investment which could in the future, although there is no current intention, result in seeking control of Gish either by acquiring sufficient Shares by tender offer, private purchase or by ordinary market transactions or by soliciting proxies to elect a majority of nominees to the Gish board. To date, purchases of Shares have been shared almost equally, but neither Asset Value nor CHC has committed to the other to continue acquiring Shares or to continue holding Shares once acquired. Moreover, each of them is free to sell Shares although it is likely that Shares would first be offered to the other participant before such Shares were sold to another party. Asset Value retains the right to take any step in the future with respect to its Gish investment, either alone or in conjunction with CHC, including actions described in clauses (a) through (j) of Item 4 of Schedule 13D. Irrespective of the foregoing or any other conditions or considerations, Asset Value may determine to buy additional Shares or sell Shares as it deems in its own best interests. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on November 25, 1998, Asset Value owned an aggregate of 399,850 Shares, or approximately 11.59% and Mr. Bovers owned an aggregate of 10,500 Shares, or approximately .3%. (b) Asset Value and Mr. Bovers have the sole power to vote and dispose of 399,850 Shares (or approximately 11.59%) and 10,500 Shares (or approximately .3%), respectively. Percentage ownership is based upon the total Shares reported as outstanding in the Company's Form 10-Q for the quarter ended September 30, 1998. (c) Exhibit C annexed hereto sets forth all transactions in Shares effected by Asset Value and Mr. Bovers in the sixty days preceding the date of this Statement, the dates of such transactions, and the per Share purchase or sales price. The transactions reported herein, unless otherwise indicated, were open market transactions effected in the over-the-counter market. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Executive Officers and Directors of Asset Value Management Exhibit B - Executive Officers and Directors of Kent Exhibit C - Transactions in Shares for the past 60 days 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: November 25, 1998 ASSET VALUE FUND LIMITED PARTNERSHIP By: Asset Value Management, Inc. General Partner By: /s/ John W. Galuchie, Jr. -------------------------------- John W. Galuchie, Jr. Treasurer and Secretary /s/ Howard F. Bovers -------------------------------- Howard F. Bovers EXHIBIT A ASSET VALUE MANAGEMENT (See Item 2 of this Schedule) Executive Officers and Directors
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS - ------------------------- --------------------------------- Paul O. Koether See Exhibit B for information about Mr. Koether John W. Galuchie, Jr. See Exhibit B for information about Mr. Galuchie
EXHIBIT B KENT (See Item 2 of this Schedule) Executive Officers and Directors
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS* - ------------------------- --------------------------------- Paul O. Koether Chairman, President and Director of Kent Registered Representative, Chairman and Director of TRW President and Director of Asset Value Management Chairman and Director of Pure World, Inc. ("Pure World") (Pure World develops, manufactures and sells natural ingredients which principally are derived from plant materials (botanicals) using its proprietary extraction technology for the cosmetic, food and flavor, nutraceutical and pharmaceutical industries.) Chairman, President and Director of Sun Equities Corporation ("Sun") (Sun is a closely-held private company, the business of which is to own shares of other corporations. Sun and parties affiliated with Sun own approximately 38 percent of Pure World's outstanding common stock.) General Partner Shamrock Associates (Investment limited partnership; owner of approximately 40 percent of Kent's outstanding common stock.) Chairman, President and Director American Metals Service, Inc. ("AMTS") (Engaged in redeploying its assets.) Chairman and Director Cortech, Inc. ("Cortech") 6850 N. Broadway Denver, CO 80221 (A biopharmaceutical company where research and development efforts have focused primarily on bradykinin antagonists and protease inhibitors.) *Unless otherwise designated, the address of the executive officers, directors, and companies referred herein, is 376 Main Street, Bedminster, New Jersey 07921. John W. Galuchie, Jr. Vice President and Treasurer of Kent Secretary, Treasurer and Director of Asset Value Management Registered Representative, President, Treasurer and Director of TRW Vice President and Director of Sun Executive Vice President, Treasurer and Secretary of Pure World Vice President, Treasurer and Director of AMTS President and Director of Cortech M. Michael Witte Director of Kent 1120 Granville Avenue Suite 102 President Los Angeles, CA 90049 M.M. Witte & Associates, Inc. ("1120 Granville") 1120 Granville (Oil and gas consulting and investment management) President and Chief Executive Officer South Coast Oil Corporation 800 W. 6th Street Pacific Financial Center Suite 1600 Los Angeles, CA 90017 (Oil and gas exploration and production) Casey K. Tjang Director of Kent 350 Fifth Avenue Empire State Building Chief Financial Officer, Secretary Room 3922 and Director New York, NY 10118 Leading Edge Packaging, Inc. ("350 Fifth") 350 Fifth (Marketing wholesaler and distribution of consumer product packagings) Mathew E. Hoffman, Esq. Director of Kent 425 Park Avenue New York, NY 10022 Head of Litigation ("425 Park") Todtman, Nachamie, Hendler & Spizz P.C. 425 Park (Law firm)
EXHIBIT C Transactions in Shares for the Past 60 Days
Shares purchased by Asset Value: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE* - -------- -------------------------- ------------------ 10/06/98 6,700 2.50 10/07/98 500 2.375 10/08/98 700 2.375 10/09/98 2,000 2.375 10/12/98 1,000 2.375 10/13/98 100 2.375 10/15/98 200 2.0625 10/16/98 220 2.0625 10/20/98 600 2.0625 11/05/98 5,000 2.125 11/16/98 350,150 2.50 11/18/98 2,700 2.75 * Exclusive of brokerage commissions.
Shares sold by Asset Value: NUMBER OF PRICE DATE SHARES SOLD PER SHARE* - -------- ---------------------- ------------------ 10/30/98 1,000 $2.8125 11/04/98 600 2.625 11/06/98 1,000 2.25 11/11/98 7,570 2.375 11/16/98 47,000 2.5913 * Exclusive of brokerage commissions.
Shares purchased by Howard F. Bovers: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE* - -------- -------------------------- ------------------ 11/12/98 100 $2.375 11/23/98 4,000 3.00 11/24/98 4,100 3.00 11/25/98 2,300 3.00 * Exclusive of brokerage commissions.
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