SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
NAME OF ISSUER: GOLF ROUNDS.COM, INC. (FORMERLY AMERICAN METALS SERVICE, INC.)
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 38168R108 (Formerly Cusip Number: 027487107)
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
John W. Galuchie, Jr.,
Asset Value Holdings, Inc.
376 Main Street, PO Box 74
Bedminster, New Jersey 07921 (908) 234-1881
DATE OF EVENT WHICH REQUIRES FILING: January 21, 2000
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)
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CUSIP NO.: 38168R108
1. NAME OF REPORTING PERSON: Asset Value Holdings, Inc.
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: Delaware
7. SOLE VOTING POWER: 0
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 200,000
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 200,000
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): 9.53%
14. TYPE OF REPORTING PERSON: CO
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Item 1. SECURITY AND ISSUER.
This 13D amends the Schedule 13D filed on July 29, 1992 in connection with
the ownership by Asset Value Holdings, Inc.("Asset Value") of shares of common
stock, par value $.01 per share ("Shares") of Golf Rounds.com, Inc. (formerly
American Metals Service, Inc.), a corporation organized under the laws of the
State of Delaware ("Golf Rounds"). The capitalized terms used in the Amendment,
unless otherwise defined, shall have the same meaning as in the original
Schedule 13D. Subsequent to August 1992, when it assumed majority control of
Golf Rounds, Asset Value reported matters related to its ownership of Shares
through Golf Rounds' filings with the Securities and Exchange Commission. On
January 21, 2000, Asset Value sold Shares to unaffiliated parties and thereafter
Asset Value and its affiliates no longer owned a majority of Golf Rounds.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 21, 2000, Asset Value sold 200,000 Shares for $275,000,
excluding brokerage commissions.
Item 4. PURPOSE OF TRANSACTION.
On January 18, 2000, Asset Value and five other stockholders of Golf Rounds
entered into a stock purchase agreement ("Stock Purchase Agreement") with The
Rachel Beth Heller 1997 Trust dated 7/9/97, The Evan Todd Heller 1997 Trust
Dated 6/17/97, Martan & Co., Donehew Fund Limited Partnership, Jonathan & Nancy
Glaser Family Trust Dated 12/16/98, W. Robert Ramsdell, and Nagelberg Family
Trust Dated 9/24/97 (collectively, the "Purchasers"), to sell in the aggregate
500,000 Shares at a price of $1.375 per Share. Asset Value sold 200,000 Shares
pursuant to this Stock Purchase Agreement as more fully described in Item 6.
herein.
Asset Value may determine to buy additional Shares or sell Shares as it
deems in its own best interests.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 8, 2000, Asset Value owned
200,000 Shares, representing 9.53% of the 2,099,491 Shares reported as
outstanding on January 21, 2000 in Golf Rounds' Information Statement pursuant
to Section 14(F) of the Securities Exchange Act of 1934 and SEC Rule 14F-1.
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(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 sales price. The transactions reported
herein, were privately negotiated.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
On January 18, 2000, Asset Value and five other stockholders of Golf Rounds
(collectively "Sellers") entered into a Stock Purchase Agreement with the
Purchasers pursuant to which the Sellers agreed to sell to the Purchasers an
aggregate of 500,000 Shares of Common Stock at a price of $1.375 per Share. In
connection with the execution of the Stock Purchase Agreement, Golf Rounds and
its directors, Messrs. Paul O. Koether, John W. Galuchie, Jr., and Thomas K. Van
Herwarde, entered into a related agreement ("Related Agreement") with the
Purchasers pursuant to which, among other things, Messrs. Koether, Galuchie and
Van Herwarde agreed to resign as directors and appoint new directors designated
by the Purchasers. The Purchasers designated Messrs. Robert H. Donehew, Larry
Grossman, and John F. McCarthy, III, for appointment to the board of directors
of Golf Rounds, to take office upon the resignation of the current directors.
Mr. Koether and certain of the other Sellers, also agreed to give a designee of
the Purchasers irrevocable proxies to vote an additional 449,690 Shares that he
and certain Sellers own.
The sale of Shares contemplated by the Stock Purchase Agreement was
consummated on January 21, 2000, and on that date, the proxies given by Mr.
Koether and certain Sellers to a designee of the Purchasers became effective.
The resignations of Messrs. Koether, Galuchie and Van Herwarde, and the
appointment of Messrs. Donehew, Grossman and McCarthy became effective on
February 3, 2000.
The Sellers included Asset Value Holdings, Inc. (200,000 Shares), Bradford
Trading Company (25,000 Shares), Mr. Koether (10,000 Shares), Shamrock
Associates (208,000 Shares), Sun Equities Corporation (7,000 Shares), and Mr.
Van Herwarde (50,000 Shares).
The persons or entities who gave proxies to the designee of the Purchasers
included Asset Value (200,000 Shares), Mr. Koether (31,388 Shares), Mr.
Koether's Individual Retirement Account (1,666 Shares), Shamrock Associates
(209,470 Shares), and Sun Equities Corporation (7,166 Shares). The Purchasers
have designated Donehew Fund Limited Partnership as their designee to hold the
proxies. The proxies give the holder of the proxies full right of substitution
to name any of the other Purchasers to exercise the proxies.
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As a result of the foregoing actions, designees of the Purchasers will
constitute the Board of Directors of Golf Rounds and the Purchasers will be able
to control the voting of 949,690 Shares or approximately 45% of the 2,099,491
Shares outstanding.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Transactions in Shares effected in the past 60 days.
Exhibit D - Stock Purchase Agreement, dated January 18, 2000,
incorporated by reference to Exhibit 2.1 of the
Golf Rounds' Form 8-K, filed January 19, 2000.
Exhibit E - Agreement, dated January 18, 2000, incorporated
by reference to Exhibit 2.2 of the Golf Rounds'
Form 8-K, filed January 19, 2000.
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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 10, 2000
ASSET VALUE HOLDINGS, INC.
By: /s/ John W. Galuchie, Jr.
--------------------------------
John W. Galuchie, Jr.
Treasurer
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EXHIBIT C
TRANSACTIONS IN SHARES EFFECTED IN THE PAST 60 DAYS
NUMBER OF PRICE
DATE SHARES SOLD PER SHARE*
- -------- ---------------- ----------
01/21/00 200,000 $1.375**
*Exclusive of brokerage commissions.
**Privately negotiated transaction.
