SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Z-Seven Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
988789103
---------------------------------
(CUSIP Number)
Margaret Bancroft, Dechert Price & Rhoads,
30 Rockefeller Plaza, New York, N.Y. 10112
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 1997
---------------------------------
(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(b)(3) or (4), check the following box |_|.
*This filing is the first electronically filed amendment to the Schedule 13D
and such is amended and restated in full as required by Regulation S-T, Rule
101(a)(2)(ii).
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 988789103 Page 2 of 5 Pages
_______________________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(I) Agape Co., S.A.
(II) Unity, N.V. 98-0048,287
(III) John M. Templeton
_______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
_______________________________________________________________________________
3) SEC USE ONLY
_______________________________________________________________________________
4) SOURCE OF FUNDS*
WC, PF, OO (Securities and Cash)
_______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
(I) Panamanian Corporation
(II) Netherlands Antilles Corporation
(III) United Kingdom
_______________________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF
SHARES _____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY (I) & (III) 349,105; (II) & (III) 40,000
EACH _____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH _____________________________________________________________
10) SHARED DISPOSITIVE POWER
(I) & (III) 349,105; (II) & (III) 40,000
_______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(I) & III 349,105
(II) & III 40,000
_______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(I) 25.07%
(II) 2.88%
_______________________________________________________________________________
14) TYPE OF REPORTING PERSON*
(I) CO
(II) CO
(III) (IN)
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Common Stock
The Z-Seven Fund, Inc.
2651 W. Guadaloupe Rd. Suite-B233
Mesa, AZ 85202
ITEM 2.(a), (b), (c) and (f)
(I) Agape Co., SA, P.O. N7776, Lyford Cay, Nassau
Bahamas, Investments
(II) Unity, N.V., P.O. Box N7776 Lyford Cay, Nassau
Bahamas, Investments
(III) Sir John M. Templeton, P.O. Box NT159 Lyford Cay,
Nassau, Bahamas Investments
Agape Co., S.A. and Unity, N.V. are indirectly
controlled by John M. Templeton, a British subject,
but they are of the view that they are not acting as
a "group" for purposes of Section 13(d) under the
Security Exchange Act of 1934 ("1934 Act") and that they
are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially
owned" under Rule 13d-3 under the 1934 Act.
Therefore they are of the view that shares held by
them need not be aggregated for purposes of
Section 13(d). However, Agape Co., S.A. and Unity
N.V. are making this filing on a voluntary basis
as if all of the shares are beneficially owned by
them on a joint basis.
(d) None
(e) None
ITEM 3. Pursuant to a Stock Purchase Agreement dated December 22, 1992
between Agape and the Issuer, Agape acquired 255,671 shares
of the Z-Seven Fund, Inc., ("Shares") on December 22, 1992 and
93,434 Shares on December 24, 1992 in exchange for the transfer
to the Issuer of securities owned by Agape. The number of Shares
received by Agape was determined by dividing the market value of
the securities transfered by Agape by the product of the net
asset value per Share multiplied by 1.005%, rounded to the
nearest cent.
The 40,000 Shares acquired by Unity were acquired in the open
market for cash at an aggregate cash purchase price of
$597,504.85 from Unity's available cash balances.
ITEM 4. Pursuant to the Stock Purchase Agreement described in Item 3,
Agape was given the right to request that the Issuer register
the sale of the Shares it acquired with the Securities and
Exchange Commission. Agape is proposing that in lieu of
registering the shares for re-sale to the public, the Issuer give
consideration to purchasing all or some of its holdings. Agape
has been informed that the Issuer's Board of Directors is
prepared to consider this request, subject to reaching agreement
on satisfactory terms and conditions and to obtaining an order
from the Securities and Exchange Commission permitting the
repurchase. It has also been informed that the Issuer would
expect that any such repurchase would be conducted in an orderly
fashion over a period of time. Agape and/or Unity may also seek
to dispose of some or a portion of their holdings through private
transactions or pursuant to Rule 144.
<PAGE>
ITEM 5. (a) Agape Co. S.A. 349,105 - 25.07%
Unity, N.V. 40,000 - 2.88%
(b) By virtue of his indirect control Sir John Templeton
shares with Agape the power to vote and dispose of the
shares owned by Agape and, similarly, shares with Unity,
the power to vote and dispose of the shares owned by
Unity.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. See Item 3.
ITEM 7. No exhibits
<PAGE>
Signature
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 18, 1997 Agape Co., S.A., by John M.
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Templeton, President*
Unity, N.V., by John M. Templeton,
President*
John M. Templeton, Individually
As indirect beneficial owner*
*BY: /s/ Margaret Bancroft
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Margaret Bancroft, Attorney-in-Fact
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