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UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._5__________)*
Jetronic Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
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(Title of Class of Securities)
477178108
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(CUSIP Number)
Robert L. Gipson c/o Ingalls & Snyder LLC 61 Broadway, New York, NY 10006
(212) 269-7827
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this 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 filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No.477178108 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Gipson ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF;WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 330,000 shares owned directly by Gipson
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 371,779 shares owned by Ingalls & Snyder Value Partners,
L.P. (ISVP). Robert L. Gipson is a General Partner of
ISVP. (Assuming conversion of the preferred stock into
common stock.)
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 330,000 shares owned directly by Gipson
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
371,779 shares owned directly by ISVP (Assuming
conversion of the preferred stock into common stock.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,779 including shares owned by ISVP
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% (Based on 4,104,499 shares outstanding as of July 31,1998 pursuant
to the Company's Form 10Q for the period ended July 31,1998 and assuming
the issue of 440,000 shares of common stock issuable apon conversion of
the preferrred stock.)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 4. Purpose of Transaction
Item 4 is amended to add the following:
As of the date of this filing, Gipson beneficially owns the shares of common
stock reported in Item 5(a) for investment purposes. Gipson may, from time to
time, sell his shares in the open market. Pursuant to an agreement between
Jetronic, on the one hand, and certain holders of the 10% debentures due
12/21/99,(principally ISVP), on the other hand, Jetronic issued to the holders
440,000 warrants to acquire a share of preferred stock with an exercise price
of $.10 per warrant. The preferred stock holders have the right to elect 50% of
the reconstituted board of directors. In addition, the preferred stock is
convertible into the common stock of Jetronic on a share for share basis. On
November 4, 1998 ISVP exercised 306,493 preferred stock purchase warrants at
$.10 per warrant. Gipson and Boucher share the voting rights with respect to
this preferred stock. They intend to exercise ISVP's right to elect three
people to the reconstituted Jetronic board. Those individuals are Boucher, J.
Michael Kadick, and James Lobb.
Item 5. Interest in Securities of the Issuer
Item 5 is amended as follows:
(a) (1) A total of 701,779 shares, represented by 330,000 shares
directly owned by Gipson. Gipson is a general partner of (and holds a limited
partnership interest in ISVP) and may be deemed to be the beneficial owner of
the ISVP shares.
(2) 17.1%(based on 4,104,499 shares outstanding as of July, 31 1998
pursuant to the company's form 10Q for the period ended July 31, 1998.
Assuming the ISVP ownership specified in 5(a)(1).
(b) (1)Sole Power to vote or direct the vote:
330,000 directly owned shares.
(2)Shared power to vote or direct the vote:
371,779 directly owned by ISVP. Gipson may be deemed to share voting power with
Thomas O. Boucher, Jr. and ISVP. Mr. Boucher is a stockbroker, a general
partner of ISVP and a Managing Director of Ingalls & Snyder LLC. He is a U.S.
citizen. The name and address of his employer is Ingalls & Snyder LLC, 61
Broadway, New York, NY 10006, and its principal business is stock brokerage.
ISVP is an investment partnership organized in New York. Its principal business
and office is 61 Broadway, New York, NY 10006.
Items 2(d) and 2(e) are answered in the negative with respect to Mr. Boucher
and ISVP, respectively.
(3)Sole power to dispose or direct the disposition:
330,000 directly owned shares.
(4)Shared power to dispose or direct the disposition:
371,779 directly owned by ISVP. (Assuming conversion of the preferred stock
into common stock). Gipson may be deemed to share dispositive power with
Ingalls & Snyder LLC, a registered broker-dealer and a New York Limited
Liability Co. of which Gipson is a Managing Director. Ingalls & Snyder's
principal business and office is set forth in Item 5(b)(2).
Items 2(d) and 2(e) are answered in the negative with respect to Ingalls &
Snyder LLC.
(c) Robert L. Gipson
On 10/22/98 Gipson sold 1500 shares at 1.125 in an open market transaction.
On 10/23/98 Gipson sold 4731 shares at 1.0625 in an open market transaction.
On 10/26/98 Gipson sold 5000 shares at 1.0625 in an open market transaction.
On 10/28/98 Gipson sold 5000 shares at 1.0625 in an open market transaction.
On 10/30/98 Gipson sold 15000 shares at 1.00 in an open market transaction.
Ingalls & Snyder Value Partners, L.P.
On November 4, 1998 ISVP exercised 306,493 warrants to purchase a like number
of shares of Series AA convertible preferred stock at a price of $.10 per
warrant.
<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.
Date: /Robert L. Gipson/
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Signature
Robert L. Gipson
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Name/Title
(120496DTI)
