-----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, Q3Xiqp3efcro7SN3K2IrOn9DmIO6BbLZl2HD+TemOy/lhVqvLtfKMZ6lNJaG5YKl fE3FoVjAOOwTLFYhbA4yFA== 0000892626-99-000367.txt : 19990603 0000892626-99-000367.hdr.sgml : 19990603 ACCESSION NUMBER: 0000892626-99-000367 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMPERSAND MEDICAL CORP CENTRAL INDEX KEY: 0000075439 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 364296006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-18287 FILM NUMBER: 99639102 BUSINESS ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 4078490290 MAIL ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET 1 STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: BELL NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST HOLDINGS INC DATE OF NAME CHANGE: 19830303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMPERSAND MEDICAL CORP CENTRAL INDEX KEY: 0000075439 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 364296006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 4078490290 MAIL ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET 1 STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: BELL NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST HOLDINGS INC DATE OF NAME CHANGE: 19830303 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMPERSAND MEDICAL CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 032065104 (CUSIP Number) Jeffrey C. Everett Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, Illinois 60603 (312) 807-4600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 1999 (Date of Event which Requires 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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). SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter P. Gombrich 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2(a) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 3,879,449 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 3,776,552 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,879,449 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.8 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Theodore L. Koenig 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 2,149,122 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 500 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 709,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William J. Ritger 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Unites States 7. SOLE VOTING POWER 26,873 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 26,873 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,873 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fred H. Pearson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 186,616 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 186,616 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,616 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Herbst 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 597,171 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 597,171 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AccuMed International, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 85,776 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 85,776 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,293 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Northlea Partners Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado 7. SOLE VOTING POWER 186,616 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 186,616 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,616 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 032065104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monroe Investments, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ X ] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7. SOLE VOTING POWER 298,586 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 298,586 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,586 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5 14. TYPE OF REPORTING PERSON* CO ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Statement on Schedule 13D relates to the common stock, $.001 par value per share (the "Common Stock") of Ampersand Medical Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 900 North Franklin Street, Suite 210, Chicago, Illinois 60610. ITEM 2. IDENTITY AND BACKGROUND. This amendment to Schedule 13D amends the Schedule 13D jointly filed with the Securities and Exchange Commission on December 14, 1998 by Peter P. Gombrich, Theodore L. Koenig, William J. Ritger, Fred H. Pearson, Walter Herbst, AccuMed International, Inc. ("AccuMed"), a Delaware corporation, Northlea Partners Ltd. ("Northlea"), a Colorado limited partnership, and Monroe Investments, Inc. ("Monroe"), an Illinois corporation (collectively, the "Reporting Persons"). By this amendment, the Reporting Persons report the changes in their beneficial ownership of Common Stock which occurred on May 26, 1999 as a result of warrants owned by them to purchase shares of Common Stock (the "Warrants") becoming exercisable. On that date, Bell National Corporation ("Bell National"), a California corporation and the Issuer's parent company, merged into the Issuer, with the Issuer as the surviving corporation (the "Merger"). Prior to the Merger, the Warrants were not exercisable because Bell National had an insufficient number of shares of common stock authorized to permit their exercise. At Bell National's annual meeting of shareholders held on May 25, 1999, shareholders approved the Merger as well as the provision in the Issuer's Certificate of Incorporation authorizing 50,000,000 shares of Common Stock. This number is sufficient to permit the exercise of the Warrants and accordingly, upon the Merger's effectiveness on May 26, 1999, the Warrants became exercisable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) Mr. Gombrich. On the date of this amendment, the aggregate number of shares of Common Stock of which Mr. Gombrich may be deemed a beneficial owner is 3,879,449 (approximately 28.8% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d- 3(d)(1)(i)). This number consists of: (A) 2,266,590 shares of Common Stock held as an individual, (B) 138,957 shares of Common Stock held as Trustee of the InPath, LLC Voting Trust, (C) 1,371,005 shares of Common Stock purchasable pursuant to Warrants held as an individual, and (D) 102,897 shares of Common Stock purchasable pursuant to Warrants held as Trustee of the InPath, LLC Voting Trust. (ii) Mr. Koenig. On the date of this amendment, the aggregate number of shares of Common Stock of which Mr. Koenig may be deemed a beneficial owner is 2,149,122 (approximately 16.7% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of: (A) 500 shares of Common Stock held as an individual, (B) 275,683 shares of Common Stock held as Trustee of The EAG Trust, (C) 275,683 shares of Common Stock held as Trustee of The CMC Trust, (D) 275,683 shares of Common Stock held as Trustee of The MDG Trust, (E) 235,883 shares of Common Stock held as Trustee of The MSD Trust, (F) 171,552 shares of Common Stock held by Monroe, (G) 204,144 shares of Common Stock purchasable pursuant to Warrants held as Trustee of The EAG Trust, (H) 204,144 shares of Common Stock purchasable pursuant to Warrants held as Trustee of The CMC Trust, (I) 204,144 shares of Common Stock purchasable pursuant to Warrants held as Trustee of The MDG Trust, and (J) 174,672 shares of Common Stock purchasable pursuant to Warrants held as Trustee of The MSD Trust, and (K) 127,034 shares of Common Stock purchasable pursuant to Warrants held by Monroe. Mr. Koenig disclaims beneficial ownership of all such shares except those which he holds as an individual, those which he holds as Trustee of The MSD Trust or which are purchasable pursuant to Warrants he holds as Trustee of The MSD Trust, and those held by Monroe or purchasable pursuant to Warrants held by Monroe. (iii) Mr. Ritger. On the date of this amendment, the aggregate number of shares of Common Stock of which Mr. Ritger may be deemed a beneficial owner is 26,873 (approximately 0.2% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d- 3(d)(1)(i)). This number consists of 15,440 shares of Common Stock and 11,433 shares of Common Stock purchasable pursuant to Warrants. (iv) Mr. Pearson. On the date of this amendment, the aggregate number of shares of Common Stock of which Mr. Pearson may be deemed a beneficial owner is 186,616 (approximately 1.5% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d- 3(d)(1)(i)). This number consists of 107,220 shares of Common Stock and 79,396 shares of Common Stock purchasable pursuant to Warrants. Mr. Pearson holds the shares of Common Stock and the Warrants as Trustee of Fred H. Pearson's Trust. (v) Mr. Herbst. On the date of this amendment, the aggregate number of shares of Common Stock of which Mr. Herbst may be deemed a beneficial owner is 343,103 (approximately 4.9% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of 343,103 shares of Common Stock and 254,068 shares of Common Stock purchasable pursuant to Warrants. Mr. Herbst holds the shares of Common Stock and the Warrants as Trustee of the Sandra Herbst Trust. (vi) AccuMed. On the date of this amendment, the aggregate number of shares of Common Stock of which AccuMed may be deemed a beneficial owner is 149,293 (approximately 1.2% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of 85,776 shares of Common Stock presently owned and 63,517 shares of Common Stock purchasable pursuant to Warrants. AccuMed holds the shares of Common Stock and the Warrants for its own account. (vii) Northlea. On the date of this amendment, the aggregate number of shares of Common Stock of which Northlea may be deemed a beneficial owner is 186,616 (approximately 1.5% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of 107,220 shares of Common Stock presently owned and 79,396 shares of Common Stock purchasable pursuant to Warrants. Northlea holds the shares of Common Stock and the Warrants for its own account. (viii) Dr. John H. Abeles. On the date of this amendment, the aggregate number of shares of Common Stock of which Dr. Abeles, who is the general partner of Northlea, may be deemed a beneficial owner is 186,616 (approximately 1.5% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of 107,220 shares of Common Stock presently owned by Northlea and 79,396 shares of Common Stock purchasable pursuant to Warrants owned by Northlea. (ix) Monroe. On the date of this amendment, the aggregate number of shares of Common Stock of which Monroe may be deemed a beneficial owner is 298,586 (approximately 2.5% of the Common Stock outstanding, calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number consists of 171,552 shares of Common Stock presently owned and 127,034 shares of Common Stock purchasable pursuant to Warrants. Monroe holds the shares of Common Stock and the Warrants for its own account. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons or purchasable pursuant to Warrants held by the other Reporting Persons. 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. June 2, 1999 Peter P. Gombrich /s/ Jonathan A. Bohlen ------------------------------ His: Attorney-in-Fact Theodore L. Koenig /s/ Jonathan A. Bohlen ------------------------------ His: Attorney-in-Fact William J. Ritger /s/ Jonathan A. Bohlen ------------------------------ His: Attorney-in-Fact Fred H. Pearson /s/ Jonathan A. Bohlen ------------------------------ His: Attorney-in-Fact Walter Herbst /s/ Jonathan A. Bohlen ------------------------------ His: Attorney-in-Fact AccuMed International, Inc. /s/ Jonathan A. Bohlen ------------------------------ Its: Attorney-in-Fact Northlea Partners Ltd. /s/ Jonathan A. Bohlen ------------------------------ Its: Attorney-in-Fact Monroe Investments, Inc. /s/ Jonathan A. Bohlen ------------------------------ Its: Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----