SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: CABRE CORP
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 127107209000
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 27, 1996
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.: 127107209000
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: 51,460
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 51,460
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 51,460
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): 5.68%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the common stock, par value
$2.00 per share ("Shares"), of Cabre Corp, a Delaware corporation (the
"Company"), with principal executive offices located at 1209 Orange Street,
Wilmington, Delaware 19801.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c) This Schedule is being filed by Asset Value Fund Limited
Partnership ("Asset Value"), 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"), whose principal business
is the operation of T. R. Winston & Company, Inc. ("TRW"), its wholly-owned
subsidiary. TRW is a securities 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, including addresses and principal
businesses or occupations, about the executive officers and directors of Asset
Value Management and Kent, respectively.)
(d) During the past five years, none of Asset Value, Asset Value Mangement,
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, neither Asset Value, 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.
All individuals listed on Exhibits A and B are citizens of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of December 6, 1996, Asset Value has acquired 51,460 Shares at an
aggregate purchase price of $57,676.70, including brokerage commissions.
Asset Value purchased the Shares with its cash reserves.
Item 4. PURPOSE OF TRANSACTION.
Asset Value has acquired the Shares for capital appreciation. Asset Value
currently intends to acquire additional Shares from time to time in open market
or private transactions but, depending on future developments relating to
general economic conditions or alternative investment opportunities, may also
determine from time to time, or at any time, to sell or otherwise dispose of
some or all of its Shares.
Except as otherwise indicated herein, Asset Value has no plans or proposals
which relate to or would result in any of the actions or matters referred to in
the text of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on December 6, 1996, Asset Value
beneficially owned 51,460 Shares, representing 5.68% of Shares reported as
outstanding in the Company's Form 10-QSB for the quarter ended August 31, 1996.
<PAGE>
(b) The information presented in Items 7 through 10 of the cover sheet to
this Schedule 13D is incorporated herein by reference.
(c) Exhibit C annexed hereto sets forth all transactions in Shares effected
by Asset Value in the sixty days preceding the date of this Statement, the dates
of such transactions, and the per Share purchase 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: December 6, 1996
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
<PAGE>
EXHIBIT A
ASSET VALUE MANAGEMENT (See Item 2 of this Schedule)
Executive Officers and Directors
<TABLE>
<CAPTION>
<S> <C>
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS
- ------------------------- ---------------------------------
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>
<S> <C>
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS*
- ------------------------- ---------------------------------
Paul O. Koether Chairman, President and Director
of Kent
Registered Representative, Chairman
and Director of TRW
President and Director of Asset
Value Management
Chairman, President and Director
Pure World, Inc. ("Pure World")
(Engaged in the business of
manufacturing and distrubuting
natural products)
Chariman, President and Director
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 39 percent
of Kent's outstanding common stock)
Chairman, President and Director
American Metals Service, Inc.
("AMTS")
(Engaged in redeploying its assets)
*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
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)
Co-Chairman
The American Drilling Company, LLC
1301 Montana Avenue
Suite D
Santa Monica, CA 90402
(Oil and gas exploration and
production)
President and Chief Executive
Officer
South Coast Oil Corporation
800 W. 6th Street
Pacific Financial Center
Suite 1600
Los Angeles, CA 90017
<PAGE>
Casey K. Tjang Director of Kent
350 Fifth Avenue
Empire State Building Chief Finanical Officer and
Room 3922 Secretary
New York, NY 10118 Leading Edge Packaging, Inc.
("350 Fifth") 350 Fifth
(Marketing wholesaler and
distribution of consumer product
packagings)
Andrew-Case International Limited
c/o L.B. Saw & Associates
17th Floor
China Insurance Building
48 Cameron Road
TST Kowloon, Hong Kong
(International corporate finance
and trading)
Mathew E. Hoffman, Esq. Director of Kent
757 Third Avenue, 6th Floor
New York, NY 10017 Partner
("757 Third") Rosen & Reade, a Law Firm
757 Third
</TABLE>
<PAGE>
EXHIBIT C
Transactions in Shares for the Past 60 Days
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE*
- -------- ---------------- ----------
10/07/96 60 .875
10/11/96 500 1.25
10/15/96 800 1.25
10/16/96 7,600 1.25
11/27/96 9,000 1.375
* Exclusive of brokerage commissions.
</TABLE>
