SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: Gish Biomedical, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 376360103000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Natalie I. Koether, Esq., Rosenman & Colin
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: November 16, 1998
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.: 37636013000
1. NAME OF REPORTING PERSON: Asset Value Fund Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) XX (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): YES NO XX
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey
7. SOLE VOTING POWER: 399,850
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 399,850
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 399,850
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): 11.59%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO.: 37636013000
1. NAME OF REPORTING PERSON: Howard F. Bovers
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) XX (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): YES NO XX
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
7. SOLE VOTING POWER: 10,500
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 10,500
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,500
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): .3%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the purchase by Asset Value
Fund Limited Partnership ("Asset Value") and Howard F. Bovers of the common
stock, no par value per share ("Shares") of Gish Biomedical, Inc., a California
corporation (the "Company" or "Gish"). Gish's principal executive offices are
located at 2681 Kelvin Avenue, Irvine, California 92614.
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.)
Mr. Bovers is the President and majority shareholder of Bradford Trading
Company, an investment management and venture capital firm whose principal
business address is P.O. Box 3364, Vero Beach, Florida 32964.
(d) During the past five years, none of Asset Value, Mr. Bovers, Asset
Value Management, Kent, and any of the persons listed on Exhibits A and B has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
(e) During the past five years, none of Asset Value, Mr. Bovers, Asset
Value Management, Kent, nor any of the persons listed on Exhibits A and B 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.
Mr. Bovers and all individuals listed on Exhibits A and B are citizens of the
United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Through November 25, 1998, Asset Value has acquired 399,850 Shares at an
aggregate purchase price of $1,001,514.42, and Howard F. Bovers has acquired
10,500 Shares at an aggregate purchase price of $31,655.50, including brokerage
commissions where applicable. Asset Value purchased the Shares with its cash
reserves and Mr. Bovers purchased his Shares with personal funds. During the
same period Asset Value also sold 82,670 Shares for proceeds of $213,499.27.
Item 4. PURPOSE OF TRANSACTION.
Asset Value selected Gish as an investment candidate because it believed
its Shares were undervalued in the marketplace. Asset Value offered Citadel
Holding Corporation ("CHC") an opportunity to participate in acquiring Shares.
Based on information and belief, CHC, which is not affiliated with Asset Value,
is filing its own Schedule 13D in connection with its ownership of Shares.
On November 16, 1998, Asset Value sold to CHC half of the Shares owned by
Asset Value at Asset Value's average cost ($2.59 per Share) and later that same
date shared equally in the purchase of an additional block of Shares at $2.50
per Share. After the transactions Asset Value and CHC each owned 397,150 Shares
at an average cost of $2.51 per Share. By cumulating votes at the Annual Meeting
held on November 18, 1998, Asset Value elected to the Gish board, Howard F.
Bovers, currently the Vice Chairman of Asset Value's affiliate, T. R. Winston &
Company, Inc.
Asset Value and CHC have not entered into any formal agreement either
written or oral with respect to the Gish investment. The two companies have
determined to proceed independently and to make decisions about when and whether
to cooperate with respect to this investment on an ad hoc basis. Asset Value is
analyzing the assets, business, prospects and opportunities of Gish for the
purpose of determining a future course with respect to the investment which
could in the future, although there is no current intention, result in seeking
control of Gish either by acquiring sufficient Shares by tender offer, private
purchase or by ordinary market transactions or by soliciting proxies to elect a
majority of nominees to the Gish board.
To date, purchases of Shares have been shared almost equally, but neither
Asset Value nor CHC has committed to the other to continue acquiring Shares or
to continue holding Shares once acquired. Moreover, each of them is free to sell
Shares although it is likely that Shares would first be offered to the other
participant before such Shares were sold to another party.
Asset Value retains the right to take any step in the future with respect
to its Gish investment, either alone or in conjunction with CHC, including
actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Irrespective of the foregoing or any other conditions or considerations,
Asset Value may determine to buy additional Shares or sell Shares as it deems
in its own best interests.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on November 25, 1998, Asset Value owned an
aggregate of 399,850 Shares, or approximately 11.59% and Mr. Bovers owned an
aggregate of 10,500 Shares, or approximately .3%.
(b) Asset Value and Mr. Bovers have the sole power to vote and dispose of
399,850 Shares (or approximately 11.59%) and 10,500 Shares (or approximately
.3%), respectively.
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 C annexed hereto sets forth all transactions in Shares effected
by Asset Value and Mr. Bovers in the sixty days preceding the date of this
Statement, the dates of such transactions, and the per Share purchase or sales
price. The transactions reported herein, unless otherwise indicated, were open
market transactions effected in the over-the-counter market.
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 - 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: November 25, 1998
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
/s/ Howard F. Bovers
--------------------------------
Howard F. Bovers
<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 40 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 Chief Financial Officer, Secretary
Room 3922 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
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>
10/06/98 6,700 2.50
10/07/98 500 2.375
10/08/98 700 2.375
10/09/98 2,000 2.375
10/12/98 1,000 2.375
10/13/98 100 2.375
10/15/98 200 2.0625
10/16/98 220 2.0625
10/20/98 600 2.0625
11/05/98 5,000 2.125
11/16/98 350,150 2.50
11/18/98 2,700 2.75
* Exclusive of brokerage commissions.
</TABLE>
<TABLE>
<CAPTION>
Shares sold by Asset Value:
NUMBER OF PRICE
DATE SHARES SOLD PER SHARE*
- -------- ---------------------- ------------------
<S> <C> <C>
10/30/98 1,000 $2.8125
11/04/98 600 2.625
11/06/98 1,000 2.25
11/11/98 7,570 2.375
11/16/98 47,000 2.5913
* Exclusive of brokerage commissions.
</TABLE>
<TABLE>
<CAPTION>
Shares purchased by Howard F. Bovers:
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE*
- -------- -------------------------- ------------------
<S> <C> <C>
11/12/98 100 $2.375
11/23/98 4,000 3.00
11/24/98 4,100 3.00
11/25/98 2,300 3.00
* Exclusive of brokerage commissions.
</TABLE>
