SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: General Devices, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 369514104000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Guy P. Lander
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022 (212) 940-6442
DATE OF EVENT WHICH REQUIRES FILING: FEBRUARY 17, 1999
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)
<PAGE>
CUSIP NO.: 369514104000
1. NAME OF REPORTING PERSON: Asset Value Fund Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
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: 2,535,579
8. SHARED VOTING POWER: 40,000
9. SOLE DISPOSITIVE POWER: 2,535,579
10. SHARED DISPOSITIVE POWER: 40,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,575,579
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): 25.81%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO.: 369514104000
1. NAME OF REPORTING PERSON: MYFM Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
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: -----
7. SOLE VOTING POWER: 2,000,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,000,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,000,000
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): 20.04%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO.: 369514104000
1. NAME OF REPORTING PERSON: Park Lane Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
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: -----
7. SOLE VOTING POWER: 500,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 500,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 500,000
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): 5.01%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the purchase by Asset Value
Fund Limited Partnership ("Asset Value") MYFM Capital, LLC ("MYFM") and Park
Lane Associates, L.P. ("Park Lane") of the common stock, $.01 par value per
share ("Shares") of General Devices, Inc., a New Jersey corporation (the
"Company" or "General Devices"). General Devices's principal executive offices
are located at 215 W. Church Road, Room 202, King of Prussia, Pennsylvania
19406.
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.)
Paul O. Koether is the Chairman and a registered representative of TRW (see
Exhibit B) and in this capacity has brokerage clients in which he has
discretionary authority over certain of their investments. The Shares reported
by Asset Value include 40,000 Shares beneficially owned by a customer ("Customer
Shares") of TRW. Asset Value disclaims beneficial ownership of these Customer
Shares. The customer is a citizen of the United States.
MYFM is a limited liability company wholly-owned by Leonard M. Tannenbaum
and his wife Elizabeth Tannenbaum, engaged in investing in various business
activities. (See Exhibit C for additional information about Mr. Tannenbaum,
including address and principal business or occupation.)
Park Lane is a limited partnership primarily engaged in the ownership and
operation of various automotive dealerships. The sole general partner of Park
Lane is Bruce E. Toll. (See Exhibit D for additional information about Mr. Toll,
including address and principal business or occupation.)
Mr. Tannenbaum is the son-in-law of Mr. Toll.
(d) During the past five years, none of Asset Value, Asset Value
Management, Kent, MYFM, Park Lane nor any of the persons listed on Exhibits A,
B, C and D has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE>
(e) During the past five years, none of Asset Value, Asset Value
Management, Kent, MYFM, Park Lane nor any of the persons listed on Exhibits A,
B, C and D 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.
MYFM is a New York limited liability company. Park Lane is a Pennsylvania
limited partnership. All individuals listed on Exhibits A, B, C and D are
citizens of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 17, 1999 in a privately negotiated transaction, Asset Value
acquired 2,535,579 Shares at an aggregate purchase price of $50,711.58, MYFM
acquired 2,000,000 Shares at an aggregate purchase price of $40,000 and Park
Lane acquired 500,000 Shares at an aggregate purchase price of $10,000. These
Shares were newly issued by General Devices and were purchased by Asset Value,
MYFM and Park Lane with their respective cash reserves. The Customer Shares
purchased by a customer of TRW were purchased with personal funds in an open
market transaction on February 8, 1999, for an aggregate purchase price of
$802.50.
Item 4. PURPOSE OF TRANSACTION.
Asset Value, MYFM and Park Lane purchased the Shares in General Devices
with the objective of maximizing shareholder value. It is the current intention
of the parties to seek the acquisition of an operating business, although no
specific operating business has been identified.
Asset Value, MYFM and Park Lane have not entered into any formal agreement
either written or oral with respect to the General Devices investment.
Asset Value, MYFM and Park Lane retain the right to take any step in the
future with respect to its General Devices investment, either alone or in
conjunction with one another. Irrespective of the foregoing or any other
conditions or considerations, Asset Value, MYFM and Park Lane may determine to
buy additional Shares or sell Shares as they deem in their own respective best
interests.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 25, 1999, Asset Value
beneficially owned an aggregate of 2,575,579 Shares, or approximately 25.81%,
MYFM owned an aggregate of 2,000,000 Shares, or approximately 20.04% and Park
Lane owned an aggregate of 500,000 Shares or approximately 5.01%.
(b) Asset Value, MYFM and Park Lane have the sole power to vote and dipose
of 2,535,579 Shares (or approximately 25.41%), 2,000,000 Shares (or
approximately 20.04%) and 500,000 Shares (or approximately 5.01%), respectively.
Asset Value has shared voting and dispositive power over 40,000 Customer Shares,
(or approximately .4%).
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 E annexed hereto sets forth all transactions in Shares effected
by Asset Value, MYFM, Park Lane and a customer of TRW in the sixty days
preceding the date of this Statement, the dates of such transactions, and the
per Share purchase price. All transactions by Asset Value, MYFM and Park Lane
were privately negotiated. The Customer Shares were purchased in an open market
transaction on the Over-the-Counter Bulletin Board.
(d) The Shares reported by Asset Value includes 40,000 Shares beneficially
owned by a customer ("Customer Shares") of TRW and it is the customer that would
receive dividends from, or the proceeds for the sale of, those securities.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons and entities named in Item 2, including
but not limited to, the transfer or voting of those securities or the giving or
withholding of any proxy for those securities.
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 - Additional Information - Leonard M. Tannenbaum, CFA
Exhibit D - Additional Information - Bruce E. Toll
Exhibit E - Transactions in Shares for the past 60 days
<PAGE>
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: February 25, 1999
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
MYFM CAPITAL, LLC
By: MYFM Capital, LLC
By: /s/ Leonard M. Tannenbaum
-------------------------------
Leonard M. Tannenbaum
Managing Partner
PARK LANE ASSOCIATES, L.P.
By: /s/ Bruce E. Toll
------------------------------
Bruce E. Toll
General Partner
<PAGE>
EXHIBIT A
ASSET VALUE MANAGEMENT (See Item 2 of this Schedule)
Executive Officers and Directors
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS
- ------------------------- ---------------------------------
<S> <C>
Paul O. Koether See Exhibit B for information about
Mr. Koether
John W. Galuchie, Jr. See Exhibit B for information about
Mr. Galuchie
</TABLE>
<PAGE>
EXHIBIT B
KENT (See Item 2 of this Schedule)
Executive Officers and Directors
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS*
- ------------------------- ---------------------------------
<S> <C>
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 41 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.
<PAGE>
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)
<PAGE>
Casey K. Tjang Director of Kent
350 Fifth Avenue
Empire State Building President, Chief Financial Officer,
Room 3922 Secretary 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)
</TABLE>
<PAGE>
EXHIBIT C
Additional Information - Leonard M. Tannenbaum, CFA
(See Item 2 of this Schedule)
<TABLE>
<CAPTION>
Name and Business Address Present Position(s) with Address
- ------------------------- --------------------------------
<S> <C>
Leonard M. Tannenbaum, CFA Managing Partner of MYFM
700 Scarsdale Avenue #2C Capital LLC
Scarsdale, NY 10583 ("700 Scarsdale")
("700 Scarsdale")
Nominee for Director of Westower
Corporation
17886 55th Avenue
Surrey, BC V356C8 Canada
(Builds and owns towers for
cellular, PCS and paging companies)
</TABLE>
<PAGE>
EXHIBIT D
Bruce E. Toll - Additional Information
(See Item 2 of this Schedule)
<TABLE>
<CAPTION>
Name and Business Address Present Position(s) with Address
- ------------------------- --------------------------------
<S> <C>
Bruce E. Toll General Partner of Park Lane
3103 Philmont Avenue ("3103 Philmont")
Huntingdon Valley, PA 19006
("3103 Philmont") Vice Chairman
Toll Brothers, Inc.
3103 Philmont
(Nation's leading builder of
luxury homes)
Director of Westower Corporation
17886 55th Avenue
Surrey, BC V356C8 Canada
(Builds and owns towers for
cellular, PCS and paging companies)
</TABLE>
<PAGE>
EXHIBIT E
Transactions in Shares for the Past 60 Days
<TABLE>
<CAPTION>
Shares purchased by Asset Value:
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE
- -------- -------------------------- ------------------
<S> <C> <C>
02/17/99 2,535,579 .02
</TABLE>
<TABLE>
<CAPTION>
Shares purchased by MYFM:
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE
- -------- ---------------------- ------------------
<S> <C> <C>
02/17/99 2,000,000 .02
</TABLE>
<TABLE>
<CAPTION>
Shares purchased by Park Lane:
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE
- -------- -------------------------- ------------------
<S> <C> <C>
02/17/99 500,000 .02
</TABLE>
<TABLE>
<CAPTION>
Shares purchased by a customer of TRW:
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE
- -------- -------------------------- ------------------
<S> <C> <C>
02/08/99 40,000 .02*
*Exclusive of brokerage commission, if any.
</TABLE>
