--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response...14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
GISH BIOMEDICAL, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
376360103
(CUSIP NUMBER)
S. CRAIG TOMPKINS, DIRECTOR OF BUSINESS AFFAIRS, READING INTERNATIONAL, INC.
550 SOUTH HOPE STREET, SUITE 1825, LOS ANGELES, CALIFORNIA 90071 (213) 235-0540
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 19, 2003
(DATE OF EVENT WHICH REQUIRES FILING OF 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).
SCHEDULE 13D
CUSIP NO. 376360103 PAGE 2 OF 4 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reading International, Inc.
95-3885184
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 424,537
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING --------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
424,537
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,537
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
SCHEDULE 13D
CUSIP NO. 376360103 PAGE 3 OF 4 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 5 relates to the Schedule 13D filed November 25, 1998 in
connection with the ownership by Reading International, Inc. (formerly Citadel
Holding Corporation) ("Reading") of the Common Stock, no par value (the "Common
Stock"), of Gish Biomedical, Inc., a California corporation (the "Issuer") whose
principal executive offices are located at 22942 Arroyo Vista, Rancho Santa
Margarita, California 92688.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the date of the last Schedule 13D/A filing of January 23, 2003, Reading
has disposed of 106,163 Shares at the aggregate sale price of $147,398.72
inclusive of brokerage commissions, where applicable. Reading has made a
decision to over time liquidate its investment in Gish.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) To the best knowledge of Reading, the aggregate amount of securities
held by the Reading is 424,537 shares of Common Stock, representing
approximately 11.8% of the shares of Common Stock outstanding. The
percentage ownership is based upon the total Shares outstanding of
3,592,145 reported in the Company's Form 10-Q for the period ended
December 31, 2002.
b) All of the shares of Common Stock reported under this Item 5 with
respect to Reading are held by Reading, and Reading has the sole power to
vote and dispose of the 424,537 Shares in question.
c) Reading has engaged, within the last thirty days, in the following
transactions in Common Stock of the Issuer, all of which were effectuated
on the Nasdaq National Market.
DATE OF TRANSACTION AMOUNT SOLD/SHARES SALE PRICE
------------------- ------------------ ----------
02-25-03 800 $1.47
03-04-03 65,000 $1.44
03-05-03 3,863 $1.44
03-12-03 5,000 $1.24
03-13-03 1,000 $1.27
03-13-03 10,000 $1.27
03-13-03 5,000 $1.28
03-13-03 1,000 $1.30
03-13-03 9,000 $1.31
03-14-03 2,000 $1.36
03-14-03 1,100 $1.30
03-17-03 2,400 $1.35
-------
TOTAL 106,163 SHARES
SCHEDULE 13D
CUSIP NO. 376360103 PAGE 4 OF 4 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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: March 19, 2003 READING INTERNATIONAL, INC.
a Nevada corporation
By: /s/ S. Craig Tompkins
-----------------------------------
S. Craig Tompkins
Executive Vice President
Director of Business Affairs