-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BIxOzcleTVyPsTvTIFT1VPTN7BBxiMCeXtqck0iapRaBHWT2HCpmGNuwUOAv+LM5 OMXyWgHcDaa/S6OVagHb0w== 0000898077-99-000012.txt : 19990226 0000898077-99-000012.hdr.sgml : 19990226 ACCESSION NUMBER: 0000898077-99-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL DEVICES INC CENTRAL INDEX KEY: 0000040528 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 210661726 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41666 FILM NUMBER: 99549494 BUSINESS ADDRESS: STREET 1: 215 W CHURCH RD STREET 2: ROOM 202 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6109921455 MAIL ADDRESS: STREET 1: 215 W CHURCH RD STREET 2: RM 202 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSET VALUE FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000898077 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223090661 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082340300 MAIL ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 SC 13D 1 ORIGINAL SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NAME OF ISSUER: General Devices, Inc. TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 369514104000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Guy P. Lander Rosenman & Colin LLP 575 Madison Avenue New York, NY 10022 (212) 940-6442 DATE OF EVENT WHICH REQUIRES FILING: FEBRUARY 17, 1999 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) CUSIP NO.: 369514104000 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: 2,535,579 8. SHARED VOTING POWER: 40,000 9. SOLE DISPOSITIVE POWER: 2,535,579 10. SHARED DISPOSITIVE POWER: 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,575,579 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): 25.81% 14. TYPE OF REPORTING PERSON: PN CUSIP NO.: 369514104000 1. NAME OF REPORTING PERSON: MYFM Capital, LLC 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: ----- 7. SOLE VOTING POWER: 2,000,000 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 2,000,000 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,000,000 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): 20.04% 14. TYPE OF REPORTING PERSON: CO CUSIP NO.: 369514104000 1. NAME OF REPORTING PERSON: Park Lane Associates, L.P. 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: ----- 7. SOLE VOTING POWER: 500,000 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 500,000 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 500,000 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): 5.01% 14. TYPE OF REPORTING PERSON: PN Item 1. SECURITY AND ISSUER This Schedule 13D (this "Schedule") relates to the purchase by Asset Value Fund Limited Partnership ("Asset Value") MYFM Capital, LLC ("MYFM") and Park Lane Associates, L.P. ("Park Lane") of the common stock, $.01 par value per share ("Shares") of General Devices, Inc., a New Jersey corporation (the "Company" or "General Devices"). General Devices's principal executive offices are located at 215 W. Church Road, Room 202, King of Prussia, Pennsylvania 19406. 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.) Paul O. Koether is the Chairman and a registered representative of TRW (see Exhibit B) and in this capacity has brokerage clients in which he has discretionary authority over certain of their investments. The Shares reported by Asset Value include 40,000 Shares beneficially owned by a customer ("Customer Shares") of TRW. Asset Value disclaims beneficial ownership of these Customer Shares. The customer is a citizen of the United States. MYFM is a limited liability company wholly-owned by Leonard M. Tannenbaum and his wife Elizabeth Tannenbaum, engaged in investing in various business activities. (See Exhibit C for additional information about Mr. Tannenbaum, including address and principal business or occupation.) Park Lane is a limited partnership primarily engaged in the ownership and operation of various automotive dealerships. The sole general partner of Park Lane is Bruce E. Toll. (See Exhibit D for additional information about Mr. Toll, including address and principal business or occupation.) Mr. Tannenbaum is the son-in-law of Mr. Toll. (d) During the past five years, none of Asset Value, Asset Value Management, Kent, MYFM, Park Lane nor any of the persons listed on Exhibits A, B, C and D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of Asset Value, Asset Value Management, Kent, MYFM, Park Lane nor any of the persons listed on Exhibits A, B, C and D 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. MYFM is a New York limited liability company. Park Lane is a Pennsylvania limited partnership. All individuals listed on Exhibits A, B, C and D are citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On February 17, 1999 in a privately negotiated transaction, Asset Value acquired 2,535,579 Shares at an aggregate purchase price of $50,711.58, MYFM acquired 2,000,000 Shares at an aggregate purchase price of $40,000 and Park Lane acquired 500,000 Shares at an aggregate purchase price of $10,000. These Shares were newly issued by General Devices and were purchased by Asset Value, MYFM and Park Lane with their respective cash reserves. The Customer Shares purchased by a customer of TRW were purchased with personal funds in an open market transaction on February 8, 1999, for an aggregate purchase price of $802.50. Item 4. PURPOSE OF TRANSACTION. Asset Value, MYFM and Park Lane purchased the Shares in General Devices with the objective of maximizing shareholder value. It is the current intention of the parties to seek the acquisition of an operating business, although no specific operating business has been identified. Asset Value, MYFM and Park Lane have not entered into any formal agreement either written or oral with respect to the General Devices investment. Asset Value, MYFM and Park Lane retain the right to take any step in the future with respect to its General Devices investment, either alone or in conjunction with one another. Irrespective of the foregoing or any other conditions or considerations, Asset Value, MYFM and Park Lane may determine to buy additional Shares or sell Shares as they deem in their own respective best interests. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on February 25, 1999, Asset Value beneficially owned an aggregate of 2,575,579 Shares, or approximately 25.81%, MYFM owned an aggregate of 2,000,000 Shares, or approximately 20.04% and Park Lane owned an aggregate of 500,000 Shares or approximately 5.01%. (b) Asset Value, MYFM and Park Lane have the sole power to vote and dipose of 2,535,579 Shares (or approximately 25.41%), 2,000,000 Shares (or approximately 20.04%) and 500,000 Shares (or approximately 5.01%), respectively. Asset Value has shared voting and dispositive power over 40,000 Customer Shares, (or approximately .4%). 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 E annexed hereto sets forth all transactions in Shares effected by Asset Value, MYFM, Park Lane and a customer of TRW in the sixty days preceding the date of this Statement, the dates of such transactions, and the per Share purchase price. All transactions by Asset Value, MYFM and Park Lane were privately negotiated. The Customer Shares were purchased in an open market transaction on the Over-the-Counter Bulletin Board. (d) The Shares reported by Asset Value includes 40,000 Shares beneficially owned by a customer ("Customer Shares") of TRW and it is the customer that would receive dividends from, or the proceeds for the sale of, those securities. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons and entities named in Item 2, including but not limited to, the transfer or voting of those securities or the giving or withholding of any proxy for those securities. 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 - Additional Information - Leonard M. Tannenbaum, CFA Exhibit D - Additional Information - Bruce E. Toll Exhibit E - Transactions in Shares for the past 60 days 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: February 25, 1999 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 MYFM CAPITAL, LLC By: MYFM Capital, LLC By: /s/ Leonard M. Tannenbaum ------------------------------- Leonard M. Tannenbaum Managing Partner PARK LANE ASSOCIATES, L.P. By: /s/ Bruce E. Toll ------------------------------ Bruce E. Toll General Partner EXHIBIT A ASSET VALUE MANAGEMENT (See Item 2 of this Schedule) Executive Officers and Directors
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
EXHIBIT B KENT (See Item 2 of this Schedule) Executive Officers and Directors
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 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 41 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. 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) Casey K. Tjang Director of Kent 350 Fifth Avenue Empire State Building President, Chief Financial Officer, Room 3922 Secretary 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)
EXHIBIT C Additional Information - Leonard M. Tannenbaum, CFA (See Item 2 of this Schedule)
Name and Business Address Present Position(s) with Address - ------------------------- -------------------------------- Leonard M. Tannenbaum, CFA Managing Partner of MYFM 700 Scarsdale Avenue #2C Capital LLC Scarsdale, NY 10583 ("700 Scarsdale") ("700 Scarsdale") Nominee for Director of Westower Corporation 17886 55th Avenue Surrey, BC V356C8 Canada (Builds and owns towers for cellular, PCS and paging companies)
EXHIBIT D Bruce E. Toll - Additional Information (See Item 2 of this Schedule)
Name and Business Address Present Position(s) with Address - ------------------------- -------------------------------- Bruce E. Toll General Partner of Park Lane 3103 Philmont Avenue ("3103 Philmont") Huntingdon Valley, PA 19006 ("3103 Philmont") Vice Chairman Toll Brothers, Inc. 3103 Philmont (Nation's leading builder of luxury homes) Director of Westower Corporation 17886 55th Avenue Surrey, BC V356C8 Canada (Builds and owns towers for cellular, PCS and paging companies)
EXHIBIT E Transactions in Shares for the Past 60 Days
Shares purchased by Asset Value: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- -------------------------- ------------------ 02/17/99 2,535,579 .02
Shares purchased by MYFM: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- ---------------------- ------------------ 02/17/99 2,000,000 .02
Shares purchased by Park Lane: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- -------------------------- ------------------ 02/17/99 500,000 .02
Shares purchased by a customer of TRW: NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- -------------------------- ------------------ 02/08/99 40,000 .02* *Exclusive of brokerage commission, if any.
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