SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Z-Seven Fund, Inc.
------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
988789-10-3
--------------
(CUSIP Number)
Barry Ziskin
1819 S. Dobson, Suite 109
Mesa, Arizona 85202
(602) 897-6214
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1997
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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 this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box.
See Rule 13(d) - 1(a) for the other parties to whom copies
are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP NO. 988789-10-3
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
a. Barry Ziskin
b. Top Fund Management, Inc.
c. Ziskin Asset Management Profit Sharing Plan
d. Ziskin Asset Management, Inc.
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
a. PF
b. WC
c. WC
d. WC
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
_________________________________________________________________
6. CITIZENSHIP
a. United States of America
b. New York
c. New York
d. New York
_________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES a. 601,992
BENEFICIALLY b. 53,200
OWNED BY c. 91,827
EACH d. 368,002
REPORTING ---------------------------
PERSON WITH
8. SHARED VOTING POWER
a. 0
b. 0
c. 0
d. 0
---------------------------
9. SOLE DISPOSITIVE POWER
a. 601,992
b. 53,200
c. 91,827
d. 368,002
---------------------------
10. SHARED DISPOSITIVE POWER
a. 0
b. 0
c. 0
d. 0
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
a. 601,992
b. 53,200
c. 91,827
d. 368,002
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
a. 23.2%
b. 2.0%
c. 3.5%
d. 14.2%
____________________________________________________________
14. TYPE OF REPORTING PERSON
a. IN
b. CO
c. EP
d. CO
____________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement (the "Statement") relates to the common
stock par value $1 per share (the "Common Stock") of Z-Seven Fund,
Inc. (the "Issuer"), with principal executive offices located at
1819 S. Dobson Road, Suite 109, Mesa, Arizona 85202.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is a group filing filed by Barry Ziskin, TOP
Fund Management, Inc. ("TOP Fund"), Ziskin Asset Management
Profit-Sharing Plan ("ZAM Profit Sharing Plan"), and Ziskin Asset
Management, Inc., f/k/a The Opportunity Prospector, Inc. ("ZAM").
The Statement was originally filed on September 3, 1985 for
August 1986 and has been amended on February 28, 1986, November
30, 1986, and December 31, 1988. This Statement is now being
amended and restated to reflect certain purchases of Common Stock as
set forth in Item 5 hereof and certain changes in the percentage
of ownership of the shares of the Common Stock by the members of
the group due to transfers of the Issuer's Common Stock to the
Issuer by Mr. Ziskin and ZAM following a two-for-one stock split
of the Common Stock on December 31, 1997 (the "Stock Split").
The members of the group have owned more than five percent (5%)
of the outstanding shares of the Common Stock since January 5, 1984.
Barry Ziskin is the founder of the Issuer and currently
serves as a director and President of the Issuer. Mr. Ziskin is
the sole shareholder and President of TOP Fund and ZAM and the
Trustee of ZAM Profit Sharing Plan. Mr. Ziskin's address is 1819
S. Dobson Road, Suite 109, Mesa, Arizona, 85202. Mr. Ziskin is
a citizen of the United States of America.
TOP Fund, a corporation organized under the laws of New
York, is a registered investment advisor that manages the
investment portfolio of the Issuer. TOP Fund is the original
and current investment adviser to the Issuer. TOP Fund is a
wholly owned subsidiary of ZAM. The address of TOP Fund is 1819
S. Dobson Road, Suite 109, Mesa, Arizona, 85202.
ZAM Profit Sharing Plan is a profit sharing plan established
for the benefit of the employees of ZAM. The address of ZAM
Profit Sharing Plan is 1819 S. Dobson Road, Mesa, Arizona, 85202.
ZAM, a corporation organized under the laws of New York, is
a registered investment advisor. ZAM is the sole shareholder of
TOP Fund. ZAM is wholly owned by Mr. Ziskin. ZAM's address is
1819 S. Dobson Road, Mesa, Arizona, 85202.
Except as described below, neither Mr. Ziskin, TOP Fund, ZAM
Profit Sharing Plan, nor ZAM have been convicted in any criminal
proceedings nor have any of the above been party to any civil proceedings
as a result of which such person or entity was or is subject to a judgment,
decrees 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. Mr. Ziskin and ZAM
were subject to regulatory action of the Securities and Exchange Commission
pursuant to an Order Dismissing Proceedings dated September 30, 1987.
Pursuant to such dismissal, ZAM agreed to maintain accurate books and
records and employ independent accountants and legal professionals.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Ziskin originally purchased Common Stock of the Issuer
with personal funds from a brokerage account on the open market.
Although this brokerage account was margined from time to time,
funds were not borrowed to make any purchases. Prior to the Stock
Split, the members of the group purchased Common Stock on the open market
as set forth in Item 5 below using personal funds or working capital.
Following the Stock Split, Mr. Ziskin has purchased Common Stock on the
open market on behalf of his daughter using personal funds.
TOP Fund purchased Common Stock through the use of working
capital.
ZAM purchased Common Stock through the use of working
capital on the open market. ZAM has not borrowed funds in
order to obtain shares of Common Stock. Following the Stock
Split, ZAM transferred 23,600 shares of Common Stock to the
Issuer.
ZAM Profit Sharing Plan purchased Common Stock through the
use of working capital. Following the Stock Split, ZAM Profit
Sharing Plan acquired 1,000 shares through purchases on the
open market.
ITEM 4. PURPOSE OF THE TRANSACTION
The shares of Common Stock acquired by members of the group
were purchased in the open market for investment only.
Specifically, the reporting persons do not have any plan or
proposals that relate to or would result in any action enumerated
in subparagraphs (b) through (j) of the instructions for Item 4
in Schedule 13D. The reporting persons may purchase shares of Common
stock on the open market from time to time but do not have any specific
plan or proposal to do so; however, Mr. Ziskin particpates in a dividend
reinvestment plan that may purchase additional shares of Common Stock on
his behalf from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Barry Ziskin beneficially owns 601,992 shares of Common
Stock, representing 23.2% of the outstanding Common Stock,
including 3,086 shares held for his daughter, 600 shares owned by
The Opportunity Prospector, Ltd., 53,200 shares owned by TOP
Fund, 91,827 shares owned by ZAM Profit Sharing Plan, and 368,002
shares owned by ZAM.
TOP Fund owns 53,200 shares of Common Stock,
representing 2.0% of the outstanding Common Stock.
ZAM Profit Sharing Plan owns 91,827 shares of Common
Stock, representing 3.5% of the outstanding Common Stock.
ZAM beneficially owns 368,002 shares of Common Stock,
representing 14.2% of the outstanding Common Stock, including
53,200 shares owned by TOP Fund.
(b) Barry Ziskin has the sole power to vote all 601,992
shares that he beneficially owns. As described in Item 6 below,
the voting of these shares is subject to an agreement between ZAM
and the Issuer.
TOP Fund has the sole power to vote all 53,200 shares
that it owns directly. Mr. Ziskin, as President and sole shareholder
of ZAM, the sole shareholder of TOP Fund, has the ability to direct
the vote of these shares.
ZAM Profit Sharing Plan has the sole power to vote all
91,827 shares that it owns directly. Mr. Ziskin, as trustee of ZAM
Profit Sharing Plan, has the ability to direct the vote of these shares.
ZAM has the sole power to vote all 368,002 shares that
it beneficially owns. Mr. Ziskin, as President and sole
shareholder of ZAM, has the ability to direct the vote of these
shares.
(c) Since the most recent amendment to Schedule 13D, Mr.
Ziskin has transferred 180,801 shares of Common Stock to ZAM on
April 3, 1995, 6,200 shares of Common Stock to CCH on December 31,
1997, and 11,700 shares of Common Stock to Childreach, both on
December 31, 1997. The closing price of the stock on December 31,
1997 was $11 per share. In addition, Mr. Ziskin purchased Common
Stock on the open market including the following purchases on behalf
of his daughter:
Number of
Date Shares Purchased Price Per Share ($)
---- ---------------- -------------------
November 6, 1992 200 7 5/8
September 25, 1995 30 9 7/8
October 12, 1995 36 9 7/8
January 22, 1998 520 8 5/8
May 27, 1998 100 8 5/8
Since the most recent amendment to Schedule 13D, TOP
Fund has not effected any transactions in the Common Stock.
Since the most recent amendment to Schedule 13D, ZAM
Profit Sharing Plan has purchased Common Stock on the open market
including the following purchases:
Date Number of Shares Purchased Price Per Share ($)
---- -------------------------- -------------------
December 31, 1990 2,600 6 1/4
January 2, 1992 400 10 3/8
December 31, 1992 1,600 8
June 4, 1996 1,200 10 7/8
July 16, 1996 600 10
July 26, 1996 200 10 1/8
August 1, 1996 400 10
September 9, 1996 200 10 3/8
October 10, 1996 600 11 3/8
November 7, 1996 200 11 1/5
December 20, 1996 200 9 7/8
September 27, 1996 400 10 3/4
October 21, 1996 400 11 1/2
December 31, 1996 2,536 10 1/4
January 30, 1997 200 10
November 4, 1997 1,200 9 5/16
November 19, 1997 600 9 5/32
November 24, 1997 200 9 1/4
December 2, 1997 200 9 7/32
December 11, 1997 200 9 3/4
December 24 1997 800 8 1/4
December 30, 1997 9,310 8 3/40
December 30, 1997 314 8 3/40
December 30, 1997 3,522 8 3/40
December 31, 1997 1,000 9 5/16
January 9, 1998 1,200 8 15/16
February 3, 1998 600 8 3/8
April 8, 1998 1,100 8 3/4
Since the most recent amendment to Schedule 13D, ZAM
received 180,801 shares from Mr. Ziskin on April 3, 1995 and
purchased 1,200 shares of Common Stock on the open market on May 13,
1996 at $11.50 per share. On December 31, 1997, ZAM
transferred 23,600 shares to the Issuer without any payment for
the shares.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Under an agreement dated December 29, 1983, between the
Issuer and ZAM, ZAM must vote all shares of the Common
Stock that it owns directly or indirectly on each matter
presented to the shareholders for their vote, in the same
proportion for and against such matters as all outstanding shares
owned by other shareholders of the Issuer are voted on such
matters.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURES
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: September 21, 1998
----------------------
/s/ Barry Ziskin
Barry Ziskin
TOP FUND MANAGEMENT, INC.
/s/ Barry Ziskin
By: Barry Ziskin, President
ZISKIN ASSET MANAGEMENT PROFIT SHARING PLAN
/s/ Barry Ziskin
By: Barry Ziskin, President
ZISKIN ASSET MANAGEMENT, INC.
/s/ Barry Ziskin
By: Barry Ziskin, President
