SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMPERSAND MEDICAL CORPORATION
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
032065104
(CUSIP Number)
Jeffrey C. Everett
Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, Illinois 60603
(312) 807-4600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 1999
(Date of Event which Requires this Statement)
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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
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 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).
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SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter P. Gombrich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (d) OR 2(a) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
3,879,449
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,776,552
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,879,449
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.8
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore L. Koenig
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
2,149,122
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
709,641
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Ritger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States
7. SOLE VOTING POWER
26,873
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
26,873
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,873
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred H. Pearson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
186,616
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
186,616
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,616
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Herbst
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
597,171
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,171
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AccuMed International, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
85,776
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
85,776
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,293
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northlea Partners Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7. SOLE VOTING POWER
186,616
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
186,616
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,616
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 032065104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monroe Investments, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ X ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7. SOLE VOTING POWER
298,586
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
298,586
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,586
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Statement on Schedule 13D relates to the
common stock, $.001 par value per share (the "Common Stock") of Ampersand
Medical Corporation, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 900 North Franklin Street,
Suite 210, Chicago, Illinois 60610.
ITEM 2. IDENTITY AND BACKGROUND.
This amendment to Schedule 13D amends the Schedule 13D jointly filed
with the Securities and Exchange Commission on December 14, 1998 by Peter
P. Gombrich, Theodore L. Koenig, William J. Ritger, Fred H. Pearson, Walter
Herbst, AccuMed International, Inc. ("AccuMed"), a Delaware corporation,
Northlea Partners Ltd. ("Northlea"), a Colorado limited partnership, and
Monroe Investments, Inc. ("Monroe"), an Illinois corporation (collectively,
the "Reporting Persons").
By this amendment, the Reporting Persons report the changes in their
beneficial ownership of Common Stock which occurred on May 26, 1999 as a
result of warrants owned by them to purchase shares of Common Stock (the
"Warrants") becoming exercisable. On that date, Bell National Corporation
("Bell National"), a California corporation and the Issuer's parent
company, merged into the Issuer, with the Issuer as the surviving
corporation (the "Merger").
Prior to the Merger, the Warrants were not exercisable because Bell
National had an insufficient number of shares of common stock authorized to
permit their exercise. At Bell National's annual meeting of shareholders
held on May 25, 1999, shareholders approved the Merger as well as the
provision in the Issuer's Certificate of Incorporation authorizing
50,000,000 shares of Common Stock. This number is sufficient to permit the
exercise of the Warrants and accordingly, upon the Merger's effectiveness
on May 26, 1999, the Warrants became exercisable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Mr. Gombrich. On the date of this amendment, the aggregate
number of shares of Common Stock of which Mr. Gombrich may be deemed a
beneficial owner is 3,879,449 (approximately 28.8% of the Common Stock
outstanding, calculated on a partially diluted basis pursuant to Rule 13d-
3(d)(1)(i)). This number consists of: (A) 2,266,590 shares of Common
Stock held as an individual, (B) 138,957 shares of Common Stock held as
Trustee of the InPath, LLC Voting Trust, (C) 1,371,005 shares of Common
Stock purchasable pursuant to Warrants held as an individual, and (D)
102,897 shares of Common Stock purchasable pursuant to Warrants held as
Trustee of the InPath, LLC Voting Trust.
(ii) Mr. Koenig. On the date of this amendment, the aggregate number
of shares of Common Stock of which Mr. Koenig may be deemed a beneficial
owner is 2,149,122 (approximately 16.7% of the Common Stock outstanding,
calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)).
This number consists of: (A) 500 shares of Common Stock held as an
individual, (B) 275,683 shares of Common Stock held as Trustee of The EAG
Trust, (C) 275,683 shares of Common Stock held as Trustee of The CMC Trust,
(D) 275,683 shares of Common Stock held as Trustee of The MDG Trust, (E)
235,883 shares of Common Stock held as Trustee of The MSD Trust, (F)
171,552 shares of Common Stock held by Monroe, (G) 204,144 shares of Common
<PAGE>
Stock purchasable pursuant to Warrants held as Trustee of The EAG Trust,
(H) 204,144 shares of Common Stock purchasable pursuant to Warrants held as
Trustee of The CMC Trust, (I) 204,144 shares of Common Stock purchasable
pursuant to Warrants held as Trustee of The MDG Trust, and (J) 174,672
shares of Common Stock purchasable pursuant to Warrants held as Trustee of
The MSD Trust, and (K) 127,034 shares of Common Stock purchasable pursuant
to Warrants held by Monroe. Mr. Koenig disclaims beneficial ownership of
all such shares except those which he holds as an individual, those which
he holds as Trustee of The MSD Trust or which are purchasable pursuant to
Warrants he holds as Trustee of The MSD Trust, and those held by Monroe or
purchasable pursuant to Warrants held by Monroe.
(iii) Mr. Ritger. On the date of this amendment, the aggregate
number of shares of Common Stock of which Mr. Ritger may be deemed a
beneficial owner is 26,873 (approximately 0.2% of the Common Stock
outstanding, calculated on a partially diluted basis pursuant to Rule 13d-
3(d)(1)(i)). This number consists of 15,440 shares of Common Stock and
11,433 shares of Common Stock purchasable pursuant to Warrants.
(iv) Mr. Pearson. On the date of this amendment, the aggregate
number of shares of Common Stock of which Mr. Pearson may be deemed a
beneficial owner is 186,616 (approximately 1.5% of the Common Stock
outstanding, calculated on a partially diluted basis pursuant to Rule 13d-
3(d)(1)(i)). This number consists of 107,220 shares of Common Stock and
79,396 shares of Common Stock purchasable pursuant to Warrants. Mr.
Pearson holds the shares of Common Stock and the Warrants as Trustee of
Fred H. Pearson's Trust.
(v) Mr. Herbst. On the date of this amendment, the aggregate number
of shares of Common Stock of which Mr. Herbst may be deemed a beneficial
owner is 343,103 (approximately 4.9% of the Common Stock outstanding,
calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)).
This number consists of 343,103 shares of Common Stock and 254,068 shares
of Common Stock purchasable pursuant to Warrants. Mr. Herbst holds the
shares of Common Stock and the Warrants as Trustee of the Sandra Herbst
Trust.
(vi) AccuMed. On the date of this amendment, the aggregate number of
shares of Common Stock of which AccuMed may be deemed a beneficial owner is
149,293 (approximately 1.2% of the Common Stock outstanding, calculated on
a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number
consists of 85,776 shares of Common Stock presently owned and 63,517 shares
of Common Stock purchasable pursuant to Warrants. AccuMed holds the shares
of Common Stock and the Warrants for its own account.
(vii) Northlea. On the date of this amendment, the aggregate number
of shares of Common Stock of which Northlea may be deemed a beneficial
owner is 186,616 (approximately 1.5% of the Common Stock outstanding,
calculated on a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)).
This number consists of 107,220 shares of Common Stock presently owned and
79,396 shares of Common Stock purchasable pursuant to Warrants. Northlea
holds the shares of Common Stock and the Warrants for its own account.
(viii) Dr. John H. Abeles. On the date of this amendment, the
aggregate number of shares of Common Stock of which Dr. Abeles, who is the
general partner of Northlea, may be deemed a beneficial owner is 186,616
(approximately 1.5% of the Common Stock outstanding, calculated on a
partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number
consists of 107,220 shares of Common Stock presently owned by Northlea and
79,396 shares of Common Stock purchasable pursuant to Warrants owned by
Northlea.
<PAGE>
(ix) Monroe. On the date of this amendment, the aggregate number of
shares of Common Stock of which Monroe may be deemed a beneficial owner is
298,586 (approximately 2.5% of the Common Stock outstanding, calculated on
a partially diluted basis pursuant to Rule 13d-3(d)(1)(i)). This number
consists of 171,552 shares of Common Stock presently owned and 127,034
shares of Common Stock purchasable pursuant to Warrants. Monroe holds the
shares of Common Stock and the Warrants for its own account.
Each of the Reporting Persons disclaims beneficial ownership of the
shares of Common Stock held by the other Reporting Persons or purchasable
pursuant to Warrants held by the other Reporting Persons.
<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.
June 2, 1999
Peter P. Gombrich
/s/ Jonathan A. Bohlen
------------------------------
His: Attorney-in-Fact
Theodore L. Koenig
/s/ Jonathan A. Bohlen
------------------------------
His: Attorney-in-Fact
William J. Ritger
/s/ Jonathan A. Bohlen
------------------------------
His: Attorney-in-Fact
Fred H. Pearson
/s/ Jonathan A. Bohlen
------------------------------
His: Attorney-in-Fact
Walter Herbst
/s/ Jonathan A. Bohlen
------------------------------
His: Attorney-in-Fact
AccuMed International, Inc.
/s/ Jonathan A. Bohlen
------------------------------
Its: Attorney-in-Fact
Northlea Partners Ltd.
/s/ Jonathan A. Bohlen
------------------------------
Its: Attorney-in-Fact
Monroe Investments, Inc.
/s/ Jonathan A. Bohlen
------------------------------
Its: Attorney-in-Fact
