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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._6__________)*
Jetronic Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
477178108
- --------------------------------------------------------------------------------
(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)
December 6, 1999
- --------------------------------------------------------------------------------
(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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*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
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Gipson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 330,000 shares. See item 5.
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 371,779 shares owned by Ingalls & Snyder Value Partners, L.P. See
item 5.
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 330,000 shares. See item 5.
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
371,779 shares. See item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,779 shares. See item 5.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.5% (Based on
3,702,000 shares outstanding as of July 31,1999
pursuant to the Company's Quarterly Report on Form 10-Q for the period
ended July 31,1999 and assuming the issuance of 306,493 shares of common
stock issuable upon conversion of Jetronic's Series AA Preferred Stock owned by
ISVP).
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ingalls & Snyder Value Partners L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x ]
(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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 371,779
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
371,779
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,779
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% (Based on
3,702,000 shares outstanding as of July 31,1999
pursuant to the Company's Quarterly Report on Form 10-Q for the period ended
July 31,1999 and assuming the issuance of 306,493 shares of common
stock issuable upon conversion of Jetronic's Series AA Preferred Stock owned by
ISVP.)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ingalls & Snyder LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 371,779 shares. See item 5.
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
371,779 shares. See item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,779. See item 5.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% (Based on 3,702,000 shares outstanding as of July 31,1999 pursuant
to the Company's Quarterly Report on Form 10-Q for the period ended
July 31,1999 and assuming the issuance of 306,493 shares of common stock
issuable upon conversion of Jetronic's Series AA Preferred Stock owned by ISVP.)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas O. Boucher, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 371,779 shares. See item 5.
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
371,779 shares. See item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,779. See item 5.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% (Based on
3,702,000 shares outstanding as of July 31,1999
pursuant to the Company's Quarterly Report on Form 10-Q for the period ended
July 31,1999 and assuming the issuance of 306,493 shares of common stock
issuable upon conversion of Jetronic's Series AA Preferred Stock
owned by ISVP.)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
The following Items are amended and restated in their entirety:
Item 1. Security and Issuer
Common Stock, $0.10 par value per share ("Common Stock") Series AA Preferred
Stock, no par value per share ("Preferred Stock")
Jetronic Industries, Inc. (the "Company" or "Jetronic")
4200 Mitchell Street
Philadelphia, PA 19128
Item 2. Identity and Background
(a) Name:
Robert L. Gipson ("Gipson")
Thomas O. Boucher, Jr. ("Boucher")
Ingalls & Snyder Value Partners L.P., a New York limited partnership ("ISVP").
Ingalls & Snyder LLC, a New York limited liability company ("I&S LLC")
(b) Business address and principal office for the Reporting Persons:
c/o Ingalls & Snyder LLC
61 Broadway
New York, NY 10006
(c) Present principal occupation or employment and the name, principal business
and address where employment occurs.
Boucher and Gipson (the "General Partners") are the general partners of ISVP.
Gipson is a limited partner of ISVP. Gipson is a stockbroker and a Senior
Director of I&S LLC. Boucher is also a stockbroker and a Managing Director of
I&S LLC. I&S LLC is a registered broker-dealer and investment advisor
registered with the Securities and Exchange Commission pursuant to the
Investment Advisory Act of 1940, as amended. The Managing Directors of
I&S LLC are as follows (the "Managing Directors"): Roscoe C. Ingal
ls, Jr., Lawton S. Lamb, W. Reed Simmons, D. Roger B. Liddell, Thomas O.
Boucher, Jr., John J. Dougherty, Steven M. Foote and Edward H. Oberst.
Each of Managing Directors, other than Mr. Oberst, is a stockbroker with
I&S LLC. Mr. Oberst is an administrative officer of I&S LLC.
The principal business address of each of the Managing Directors is as
set forth in Item 2 (b). ISVP is an investment partnership and its
investments are managed in the discretion of I&S LLC under an investment
advisory contract.
(d) & (e) Involvement in certain legal proceedings:
During the last five years, none of the Reporting Persons or the Managing
Directors have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, none of
such persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is 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) Citizenship:
Each of the General Partners and the Managing Directors is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
ISVP purchased a total of $2,686,000 face amount of Jetronic Debentures for
an aggregate consideration of $1,821,857.00. ISVP purchased 65,286 shares of
Jetronic Common Stock for an aggregate consideration of $30,649.30. Such
purchases were made on the open market and pursuant to privately negotiated
transactions with funds from ISVP's working capital.
Jetronic and the holders of the Debentures agreed to amend the terms of the
Debentures in 1991, 1992, 1995 and 1998. Pursuant to the Subordinated Debenture
Agreement dated May 4, 1998 (the "1998 Agreement"), Jetronic and the holders of
the Debentures (principally ISVP) agreed to amend the terms the 14.5% Debentures
and the 10% Debentures. Pursuant to this agreement, holders of the
Debentures received warrants to purchase up to 440,000 shares of the Preferred
Stock. Each of the Preferred Shares is convertible into one share
of Jetronic Common Stock. The warrants have an exercise price of $.10 per
share subject to adjustment under certain circumstances and may be exercised
at any time and from time to time through May 2003. In addition, pursuant to
the 1998 Agreement the maturity dates of both Debentures were extended to
January 1, 2003 and the interest coupon on the 14.5% Debentures was reduced
to 10% per year. Jetronic's obligation to pay the deferred
interest and accrued interest on the Debentures (whi
ch in May 1998 totaled $1,426,206.95 on account of interest deferred and accrued
under the 1992 and 1995 restructuring agreements) was also extended until
January 1, 2003. Finally, Jetronic agreed to pay interest at the rate of 10% per
annum on the deferred and accrued interest. In November 1998, ISVP exercised all
of its warrants and purchased 306,493 shares of Preferred Stock with funds from
ISVP's working capital.
Shares owned by Mr. Gipson were purchased using his personal funds for an
aggregate consideration of $33,403.00.
Item 4. Purpose of Transaction
In April, July, and October of 1999 Jetronic failed to make certain interest
payments to ISVP and other debenture holders in respect of the Debentures. These
failures constitute events of default under the indentures for the
Debentures. Jetronic is in default with respect to a number of the terms
of the 1998 restructuring agreement and a number of additional interest
payments which are owed to other debenture holders. ISVP could declare an event
of default and accelerate the payment of all then-outstand ing principal and
interest on the Debentures and the Deferred Interest Debentures. ISVP has not
made such a declaration yet but reserves its right to do so in the future.
Jetronic has asked ISVP to execute a forbearance agreement with respect to the
ongoing defaults on the debentures held by ISVP. ISVP intends to enter into
discussions
with the management of Jetronic.
The Reporting Persons have notified members of the Company's management that
they are reviewing the status of their investment in the Company and are
studying the feasibility of methods to maximize the value thereof.
The Reporting Persons intend to monitor developments at the Company, including
the Company's public disclosures regarding its financial condition and
management's operating strategies, and may seek to communicate with other
shareholders and parties-in-interest.
Although the Reporting Persons presently have no definitive plans, agreements or
understanding with respect to their investment, they may at any time or from
time to time effect the purchase or sale of some or all of the
Debentures, Preferred Stock or Common Stock in the open market, in
privately negotiated transactions or otherwise. The Reporting Persons
also may seek to propose a restructuring of the Company's capital structure, a
merger, liquidation, or sale of some or all of the assets of Company. Such
proposals may include changes to the Company's board of directors, management,
charter, bylaws, and may result in the issuance of new securities
and/or the delisting of existing securities.
In November 1998, pursuant to its right to elect three directors under the terms
of the Preferred Stock, ISVP designated to the Company for nomination
J. Michael Kadick, James Lobb and Thomas Boucher (the "Nominees") for election
to the Board of Directors (the "Board"). To date, none of the Nominees have been
nominated or elected to the Board and have never
attended or otherwise participated or had access to the deliberations
and decisional processes and meetings and decisions of the Board. By
letter dated July 30, 1999, delivered to the Board, ISVP
withdrew its request to nominate the Nominees to the Board.
ISVP has reserved its right to nominate directors in the future.
Notwithstanding anything to the contrary contained herein, the Reporting Persons
reserve the right, depending on all relevant factors, to
change their intention with respect to any and all of the matters
referred to above.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this statement, Gipson directly owns 330,000 shares of
Common Stock, may be deemed to beneficially own the 371,779 shares of Common
Stock beneficially owned by ISVP (which includes 306,493 shares of Preferred
Stock convertible into an equal number of shares of Common Stock) and is deemed
to "beneficially own" a total of 701,779 shares of Common Stock. This represents
17.51% of all common stock (the percentage of shares owned being
based on 3,702,000 shares outstanding as of July 31,
1999 pursuant to the Company's Quarterly Report on Form 10-Q for the period
ending July 31, 1999 and assuming the issuance of 306,493 shares of Common
Stock issuable upon conversion of the Preferred Stock owned by ISVP).
As of the date of this statement, ISVP directly owns 65,286 shares of Common
Stock and 306,493 shares of Jetronic AA Preferred Stock (which is convertible
into an equal number of shares of Common Stock) and , accordingly is deemed to
"beneficially own" a total of 371,779 shares of Common Stock. The ownership
constitutes 9.27% of the outstanding shares of Common Stock (the percentage of
shares owned being based on 3,702,000 shares outstanding as of July 31, 1999
pursuant to the Company's Quarterly Report on Form 1 0-Q for the
period ending July 31, 1999 and assuming the issuance of 306,493 shares of
Common Stock issuable upon conversion of the Preferred Stock owned by ISVP).
Each of Boucher and Gipson, as general partners of ISVP, is deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities and
Exchange Act of 1934) all of the shares which ISVP owns.
I&S LLC is deemed to own beneficially all of the shares which ISVP owns because
it manages the investments of ISVP on a discretionary basis under
an investment advisory contract.
As a result of the foregoing relationships and the developments described under
Item 4, Gipson, Boucher ,ISVP and I&SLLC may be deemed to be a "group"
as defined under Section 13(d) of the Securities and Exchange Act of 1934, as
amended. Such "group" may be deemed to be the "beneficial owner" of a total of
701,779 shares of Common Stock (including 306,493 shares issuable upon
conversion of an equal number of shares of Preferred Stock). This represents
17.51% of all Common Stock. (Based on 3,702,000 shares outstanding as of July
31,1999 pursuant to the Company's Quarterly Report on Form 10-Q for the period
ended July 31,1999 and assuming the issuance of 306,493 shares of common stock
issuable upon conversion of Jetronic's Series AA Preferred Stock owned by ISVP.)
(b) Mr. Gipson has sole power to vote and dispose of the 330,000 shares of
Common Stock that he owns directly.
ISVP, I&S LLC, Boucher and Gipson share power to vote and dispose of 65,286
shares of Common Stock and 306,493 shares of Preferred Stock (which is
convertible into an equal number of shares of Common Stock) directly owned by
ISVP.
(c) From the 60 days preceding the date of the event which required the filing
of this Statement through the filing date, none of the parties has engaged in
any transaction in the securities of Jetronic.
(d) Not applicable.
(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. Such agreement
amended the Debentures, issued warrants to ISVP to purchase the Preferred Stock
and granted ISVP the right to elect half of the reconstituted Board of the
Issuer. Incorporated herein by reference, see item 7 below.
(c) ISVP and I&S LLC are parties to an investment advisory agreement pursuant to
which I&S LLC manages ISVP's investments on a discretionary basis.
Item 7. Material to be Filed as Exhibits.
Exhibit 1
Relevant portions of the Limited Partnership Agreement of ISVP filed with
Amendment No.1 to this Schedule 13D on July 7, 1994.
Exhibit 2
Subordinated Debenture Agreement dated May 4, 1998 filed with Amendment No.3 to
Schedule l3D on May 14, 1998.
Exhibit 3
Joint Filing Agreement, among Gipson, Boucher, ISVP and I&S LLC, dated December
6, 1999.
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: December 6, 1999
INGALLS & SNYDER VALUE PARTNERS, L.P.
By:/s/ Thomas O. Boucher, Jr.
Name: Thomas O. Boucher, Jr.
Title: General Partner
INGALLS & SNYDER LLC
By:/s/ Thomas O. Boucher, Jr.
Name: Thomas O. Boucher, Jr.
Title: Managing Director
/s/Thomas O. Boucher, Jr.
THOMAS O. BOUCHER, JR.
/s/ Robert L. Gipson
ROBERT L. GIPSON
(120496DTI)
EXHIBIT 3
Joint Filing Agreement
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree that the joint filing of a statement on
Schedule 13D (including amendments thereto) with respect to the common stock,
preferred stock or warrants of Jetronic Industries, Inc. is made on behalf of
each of them. In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement on the 6th day of December, 1999.
/s/ Robert L. Gipson
ROBERT L. GIPSON
/s/Thomas O. Boucher Jr.
THOMAS O. BOUCHER, JR.
INGALLS & SNYDER VALUE PARTNERS, L.P.
By:/s/Thomas O. Boucher Jr.
Name: Thomas O. Boucher, Jr.
Title: General Partner
INGALLS & SNYDER LLC
By:/s/Thomas O. Boucher Jr.
Name: Thomas O. Boucher, Jr.
Title: Managing Director
