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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)*
JETRONIC INDUSTRIES, INC.
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 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 [X].
(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 Schedule 13D Page 2 of 5 Pages
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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) [ ]
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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
NEW YORK STATE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 361,231 shares owned directly by Mr. Gipson
OWNED BY
8 SHARED VOTING POWER
EACH
REPORTING 371,779 shares owned by Ingalls and Snyder Value Partners,
L.P. ("ISVP"). Robert L. Gipson is a General Partner of ISVP.
(Assuming exercise of the preferred stock warrants and the
subsequent conversion of the preferred stock into common
stock as more fully described in Item 4, below).
PERSON 9 SOLE DISPOSITIVE POWER
WITH
361,231 directly owned by Mr. Gipson
10 SHARED DISPOSITIVE POWER
371,779 directly owned by ISVP (See Item 8, above).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,010 including shares owned by ISVP (See Item 8, above).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2% (Based on 4,044,499 shares outstanding as of January 31, 1998
pursuant to the Company's Form 10K for the period ended January 31, 1998
and assuming the issuance of 440,000 shares of common stock issuable pursuant
to the conversions described in Item 8, above and Item 4, below.)
14 TYPE OF REPORTING PERSON*
IN------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 477178108 Schedule 13D Page 3 of 5 Pages
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common
(b) Name and Address of Issuer's Jetronic Industries, Inc.
Principal Executive Offices: 4200 Mitchell Street
Philadelphia, PA 19128
Item 2. Identity and Background
GIPSON
(a) Name: Robert L. Gipson
(b) Business Address: c/o Ingalls & Snyder LLC
61 Broadway
New York, NY 10006
(c) (1)Present Occupation:
Stockbroker and a Managing Director of Ingalls & Snyder LLC, a
registered broker-dealer and an investment advisor registered with the
Securities and Exchange Commission pursuant to the Investment Advisory Act of
1940. Mr. Gipson (Gipson) is a general partner of and holds a limited
partnership interest in Ingalls & Snyder Value Partners L.P., a New York
Limited Partnership.
(d) Criminal Proceedings: N/A
(e) Securities Law Proceedings: N/A
(f) Citizenship or State of Organization: USA
INGALLS & SNYDER VALUE PARTNERS, L.P.
(a) Name: Ingalls & Snyder Value Partners, L.P.
(b) Business Address: 61 Broadway
New York, NY 10006
(c) (1)Present Occupation:
Ingalls & Snyder Value Partners L.P.("ISVP"), is a New York
Limited Partnership managed by Ingalls & Snyder LLC under an investment
advisory contract. Gipson and Thomas O. Boucher, Jr. are the General
Partners of ISVP. ISVP beneficially owns 371,779 shares of the subject
company ( assuming exercise of the preferred stock warrants and the subsequent
conversion of the preferred stock into common stock as more fully described in
Item 4, below). Gipson may be deemed to be the beneficial owner of the ISVP
shares.
(d) Criminal Proceedings: N/A
(e) Securities Law Proceedings: N/A
(f) Citizenship or State of Organization: USA
Item 3. Source and Amount of Funds or Other Consideration
(a)Source: Personal Funds (Gipson)
Working Capital (ISVP)
(b)Amount: $34,135.38- (Gipson)
$32,743.00- (ISVP)
Item 4. Purpose of Transaction
As of the date of this filing, Gipson beneficially owns the shares of
common stock reported in Item 5(a) for investment purposes. 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, the holders
gave Jetronic the option to retire all of the debentures and deferred interest
at a discount to face value until May 15, 1998, in exchange for Jetronic
issuing to the holders 220,000 warrants to acquire one share of preferred stock
with an exercise price of $.10 per warrant. The preferred stock holders have
the right to elect 50% of a reconstituted board of directors. In addition,
the preferred stock is convertible into the common stock of Jetronic on a share
for share basis. Jetronic failed to exercise its option by May 15, 1998. The
company was required to issue an additional 220,000 warrants on that date.
Item 5. Interest in Securities of the Issuer
(a) (1)A total of 733,010 shares, represented by 361,231 shares directly
owned by Gipson. Gipson is a general partner of (and holds a limited
partnership interest in ISVP) and, therefore, may be deemed to be the beneficial
owner the ISVP shares.
<PAGE>
CUSIP No. 477178108 Schedule 13D Page 4 of 5 Pages
(2) 17.2% (Based on 4,044,499 shares outstanding as of January 31, 1998
pursuant to the Company's Form 10K for the period ended January 31, 1998
and assuming the issuance of 440,000 shares of common stock issuable pursuant
to the conversions described in Item 8 and Item 4, above.) Assuming the ISVP
ownership specified in 5(a)(1)and the issuance of 440,000common shares as
described in Item 4, above.
(b) (1)Sole Power to vote or direct the vote:
361,231 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 is located at 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:
361,231 directly owned shares.
(4)Shared power to dispose or direct the disposition:
371,779 directly owned by ISVP. (Assuming exercise of the preferred stock
warrants and the subsequent conversion of the preferred stock into common
stock as more fully described in Item 4, above). Gipson may be deemed to share
dispositive power with Ingalls & Snyder LLC, a registered broker-dealer,
investment advisor pursuant to the 1940 Act, 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) Ingalls & Snyder Value Partners, L.P.
(1) July 7, 1994
(2) Bought 65,286 Restricted Common
(3) $.50 per share
(4) Agency cross (Section 4(1/2)( Transaction by
Ingalls & Snyder, 61 Broadway, New York, NY 10006
(d) Yes
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
(a) Article 11 of the Agreement of Limited Partnership of ISVP, dated as of
December 15, 1992, provides that Messrs. Boucher and Gipson, as general
partners of ISVP, are authorized and empowered to vote securities held by
ISVP. Incorporated herein by reference, see Item 7 below.
(b) The Subordinated Debenture Agreement Dated May 4, 1998. Incorporated by
reference see Item 7 below.
2.
Item 7. Material to be Filed as Exhibits
Exhibit 1
Relevant portions of the partnership agreement for Ingalls & Snyder
Value Partners L.P. Incorporated by reference to Mr. Gipson's First Amended
13D filed for Jetronic Industries, filed on July 7, 1994.
Exhibit 2
Jetronic Subordinated Debenture Agreement dated May 4,1998.
Incorporated by reference to Mr. Gipson's Third Amended 13D filed for Jetronic
Industries, filed on May 4, 1998
<PAGE>
CUSIP No. 477178108 Schedule 13D Page 5 of 5 Pages
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/---------------
Signature
--Robert L. Gipson----------------
Name/Title
<PAGE>
(120496DTI)
