SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
NAME OF ISSUER: FIND/SVP, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 317718302000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Natalie I. Koether, Esq., Rosenman & Colin
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: December 3, 1997
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)
<PAGE>
CUSIP NO.: 317718302000
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: 900,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 900,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 900,000
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): 13.62%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This Amendment No. 6 relates to the Schedule 13D filed on September 15,
1995 in connection with the ownership by Asset Value Fund Limited Partnership
("Asset Value") of shares of common stock, par value $.0001 per share ("Shares")
of FIND/SVP, Inc., a New York corporation ("FIND"). The capitalized terms used
in the Amendment, unless otherwise defined, shall have the same meaning as in
the original Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the date of the last filing, Asset Value sold 56,000 Shares for
$65,025.09 including any brokerage commissions.
Item 4. PURPOSE OF TRANSACTION
On December 3, 1997, Asset Value filed a complaint in the United States
District Court, Southern District of New York, against Brigitte de Gastines and
Jean-Louis Bodmer, Directors of FIND, demanding, among other things, their
removal from the Board of Directors.
A copy of the Complaint is attached as Exhibit D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on December 3, 1997, Asset Value
beneficially owned 900,000 Shares, representing 13.62% of the 6,608,169 Shares
reported as outstanding in FIND's Form 10-Q for the quarter ended September 30,
1997.
<PAGE>
(b) The information presented in Items 7 through 10 of the cover sheet to
this Schedule 13D is incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit D - Summons and Complaint.
<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.
Dated: December 4, 1997
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
<PAGE>
EXHIBIT D
Supreme Court of the State of New York Index No. 606165/97
County of New York Date purchased: 12/3/97
- ---------------------------------------
ASSET VALUE FUND LIMITED PARTNERSHIP, Plaintiff(s) designate(s)
NEW YORK
County as the place of trial.
The basis of the venue is
CPLR sec. 509
Plaintiff
SUMMONS
against
BRIGITTE DE GASTINES and JEAN-LOUIS BODMER
Plaintiff(s) reside(s) at
376 Main Street
Bedminster, N.J.
Defendant(s) County of Somerset
- ---------------------------------------
To the above named Defendant(s)
You are hereby summoned to answer the complaint in this action and to serve
a copy of your answer, or, if the complaint is not served with this summons, to
serve a notice of appearance, on the Plaintiff's Attorney(s) within 20 days
after the service of this summons, exclusive of the day of service (or within 30
days after the service is complete if this summons is not personally delivered
to you within the State of New York); and in case of your failure to appear or
answer, judgment will be taken against you by default for the relief demanded in
the complaint.
Dated, December 3, 1997 Attorney(s) for Plaintiff
Brigitte de Gastines Hughes Hubbard & Reed LLP
Defendant's address: 13 rue Vauthier Office and Post Office Address
92100 Boulogne Sur Seine One Battery Park Plaza
New York, NY 10004
Notice: The nature of this action is for the removal of defendants as directors
of FIND/SVP, Inc., a New York corporation, pursuant to Section 706(d)
of the Business Corporation Law.
The relief sought is an order removing defendants as directors of FIND/SVP,
Inc., and barring them from re-election as directors for
a period of five years, plus costs and disbursements.
Upon your failure to appear, judgment will be taken against you by default for
the sum of $ with interest from 19 and the costs of this action.
<PAGE>
Supreme Court of the State of New York Index No. 606165/97
County of New York Date purchased: 12/3/97
- ---------------------------------------
ASSET VALUE FUND LIMITED PARTNERSHIP, Plaintiff(s) designate(s)
NEW YORK
County as the place of trial.
The basis of the venue is
CPLR sec. 509
Plaintiff
SUMMONS
against
BRIGITTE DE GASTINES and JEAN-LOUIS BODMER
Plaintiff(s) reside(s) at
376 Main Street
Bedminster, N.J.
Defendant(s) County of Somerset
- ---------------------------------------
To the above named Defendant(s)
You are hereby summoned to answer the complaint in this action and to serve
a copy of your answer, or, if the complaint is not served with this summons, to
serve a notice of appearance, on the Plaintiff's Attorney(s) within 20 days
after the service of this summons, exclusive of the day of service (or within 30
days after the service is complete if this summons is not personally delivered
to you within the State of New York); and in case of your failure to appear or
answer, judgment will be taken against you by default for the relief demanded in
the complaint.
Dated, December 3, 1997 Attorney(s) for Plaintiff
Jean-Louis Bodmer Hughes Hubbard & Reed LLP
Defendant's address: 6 rue de Monceau Office and Post Office Address
75008 Paris One Battery Park Plaza
New York, NY 10004
Notice: The nature of this action is for the removal of defendants as directors
of FIND/SVP, Inc., a New York corporation, pursuant to Section 706(d)
of the Business Corporation Law.
The relief sought is an order removing defendants as directors of FIND/SVP,
Inc., and barring them from re-election as directors for
a period of five years, plus costs and disbursements.
Upon your failure to appear, judgment will be taken against you by default for
the sum of $ with interest from 19 and the costs of this action.
<PAGE>
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- -----------------------------------------------------------
ASSET VALUE FUND LIMITED
PARTNERSHIP,
Index No. 606165/97
Plaintiff,
COMPLAINT
-against-
BRIGITTE DE GASTINES and JEAN-LOUIS
BODMER,
Defendants.
- -----------------------------------------------------------
Plaintiff Asset Value Fund Limited Partnership ("Asset Value"), by its
undersigned attorneys, complaining of defendants Brigitte de Gastines ("Madame
de Gastines") and Jean-Louis Bodmer ("Bodmer"), alleges as follows:
NATURE OF THE ACTION
1. This action is brought pursuant to Section 706(d) of the Business
Corporation Law to procure a judgment removing Madame de Gastines and Bodmer as
directors of FIND/SVP, Inc. ("FIND/SVP" or "the Company") for cause as a result
of their repeated failure to faithfully discharge their duties as Company
directors. For the last four years, including a period when the Company has
suffered a complete financial debacle, (a) Madame de Gastines failed to attend
over 85% of the meetings of the Company's board of directors; (b) Bodmer failed
to attend nearly 75% of the meetings of the Company's board of directors; and
(c) both Madame de Gastines and Bodmer took actions to directly further their
own financial interests at the expense of the Company and the Company's other
shareholders.
<PAGE>
PARTIES
-------
2. Plaintiff Asset Value is a limited partnership with its principal
offices located at 376 Main Street, Bedminster, New Jersey. The sole general
partner of Asset Value is Asset Value Management, Inc., a Delaware corporation
located at that same address, which is a wholly-owned subsidiary of Kent
Financial Services, Inc., a Delaware corporation.
3. FIND/SVP is a New York corporation engaged in the provision of research,
consulting and advisory services to business executives throughout the world.
FIND/SVP's principal offices are located at 625 Avenue of the Americas, New
York, New York.
4. The authorized number of shares of stock of FIND/SVP, as provided in its
articles of incorporation, is ten million shares of common stock and two million
shares of preferred stock. Of those authorized shares of stock, 6,608,169 shares
of common stock and no shares of preferred stock are presently outstanding.
Plaintiff is the holder of record of 900,000 shares of common stock of FIND/SVP,
which shares constitute approximately 13.6% of the outstanding shares of the
Company.
5. FIND/SVP's board of directors presently consists of seven directors
acting as such, whose names are: Madame de Gastines, Bodmer, Charles Baudoin,
Howard S. Breslow, Frederick H. Fruitman, Andrew P. Garvin and James L. Luikart.
6. Defendant Madame de Gastines was elected as a director of the Company in
1982. She accepted that director's seat, and has at all times purported to act
as a director of the Company.
<PAGE>
7. Defendant Bodmer was elected as a director of the Company in 1993. He
accepted that director's seat, and has at all times purported to act as a
director of the Company.
DEFENDANTS' FAILURE TO ATTEND BOARD MEETINGS
--------------------------------------------
8. During 1993, the Company's board of directors held four meetings. Madame
de Gastines attended only one of those four meetings, and Bodmer attended only
one of the two meetings after his election as a Company director. Each of the
Company's other directors attended all four meetings of the board of directors
in 1993, with the exception of Mr. Baudoin, who attended three of those four
meetings.
9. During 1994, the Company's board of directors held four meetings. Madame
de Gastines attended none of those meetings, and Bodmer attended only one of
those meetings. Each of the Company's other directors attended all of those
meetings.
10. During 1995, the Company's board of directors held five meetings.
Madame de Gastines and Bodmer each attended only one of those meetings. Each of
the Company's other directors attended all of those meetings.
11. During 1996, the Company's board of directors held eight meetings.
Madame de Gastines attended only one of those meetings, and Bodmer attended only
two of those meetings. Each of the Company's directors attended at least 75% of
the meetings in 1996 during their tenure.
12. While plaintiff is not privy to the attendance of Madame de Gastines
and Bodmer at meetings of the Company's board of directors in 1997, plaintiff
has no reason
<PAGE>
to believe that these defendants attended a higher percentage of those
meetings than during the years 1993 through 1996.
13. As discussed in paragraphs 8-11, above, Madame de Gastines has attended
only three of the twenty-one meetings of the Company's board of directors since
1993 -- an abysmal attendance rate of approximately 14% of those meetings.
14. As discussed in paragraphs 8-11, above, Bodmer has attended only five
of the nineteen meetings of the Company's board of directors since his election
in 1993 -- an abysmal attendance rate of slightly more than 26% of those
meetings.
15. Since 1993, the Company has experienced a turbulent shift in its
financial performance. As set forth below, the Company's net income peaked in
1993 and has since been steadily dropping, with a disastrous performance in
1996:
<TABLE>
<CAPTION>
Year Net Income (Loss)
---- -----------------
<C> <S>
1991 $116,000
1992 207,000
1993 726,000
1994 673,000
1995 476,000
1996 (719,000)
</TABLE>
16. The catastrophic downturn in the Company's financial health continued
to accelerate in the first nine months of this year, with the Company reporting
a pre-tax loss of $1,718,000 through September 30, 1997.
17. Through their repeated failure to attend meetings of the board of
directors and thereby participate in the governance of the Company, Madame de
Gastines and Bodmer have directly contributed to the financial catastrophe
suffered by FIND/SVP.
<PAGE>
DEFENDANTS' SELF-DEALING
------------------------
18. In 1971, the Company -- formed two years before under the name
Information Clearing House, Inc. -- affiliated with SVP International, a
wholly-owned subsidiary of the French entity Amalia, S.A. ("Amalia") (and
together with Amalia's wholly-owned subsidiary, SVP, S.A., "SVP").
19. As part of that affiliation, SVP licensed the Company the United States
rights to the SVP ("S'il Vous Plait") name and know-how, and provided the
Company with access to the resources of seventeen other affiliated SVP companies
located around the world. The Company has paid SVP royalties since 1971, most
recently paying $136,000 in 1993, $142,000 in 1994, $139,000 in 1995, and
$137,000 in 1996.
20. At all times relevant to this complaint, Amalia has been the single
largest shareholder of the Company. Amalia owned 19.8% of the Company's common
stock as of December 31, 1994, 19.8% as of December 31, 1995, and 21.3% as of
December 31, 1996.
21. At all times relevant to this complaint, Madame de Gastines has owned
over 99% of the stock of Amalia. In addition, Madame de Gastines has been and is
President, General Manager and a director of S.V.P., S.A. and General Manager of
SVP International. By virtue of her 99% ownership and complete control of SVP,
Madame de Gastines' financial interests are directly linked to those of SVP.
22. Bodmer has served as General Manager of Amalia's wholly-owned
subsidiary, SVP France, since 1974. In addition, Bodmer has been and is Chief
Executive Director of SVP, S.A., President and Chief Executive Officer of SVP
Participation, President of SVP Belgium, and President of SVP United Kingdom. By
<PAGE>
virtue of his management positions at SVP and its affiliates, Bodmer's financial
interests are directly linked to those of SVP.
SVP's 1996 Financing Transactions
- ---------------------------------
23. On November 1, 1996, the Company announced that it expected to post a
large third-quarter (i.e., the quarter ending September 30, 1996) loss from
operations, its first operating loss in several years. The Company later
disclosed that its pre-tax loss for that quarter was a stunning $1,177,000.
24. Also on November 1, 1996, the Company disclosed that it had entered
into an extraordinary and onerous financing transaction involving SVP. Pursuant
to that agreement, the Company borrowed $475,000 from SVP and $2,025,000 from
Furman Selz Investments LLC ("Furman Selz") at an annual interest rate of twelve
percent (12%), an interest rate 35% higher than the rate then being paid by the
Company to its commercial bank lender, State Street Bank and Trust Company
("State Street Bank").
25. In return for its loan of $475,000 to the Company, SVP received
five-year subordinated notes and ten-year warrants to purchase 211,111 shares of
the Company's common stock. The Company further agreed that SVP could, at its
option, lend the Company an additional $475,000 on the same terms and conditions
(i.e., receipt of twelve percent (12%) interest and warrants for an additional
211,111 shares of the Company's common stock) at any time before December 31,
1997.
26. In the third quarter of 1997 (ended September 30, 1997), SVP exercised
its option to extend an additional $475,000 loan to the Company, again at an
annual interest rate of twelve percent (12%).
<PAGE>
27. The Company's extraordinary and onerous financing transactions with SVP
were not considered or approved by an independent board of directors.
28. Madame de Gastines and Bodmer considered and approved the Company's
entry into the financing transactions with SVP in order to benefit SVP, and
thereby further their own financial interests at the expense of the Company and
the Company's other shareholders.
SVP's 1997 Loan
- ---------------
29. On April 27, 1995, the Company executed a $2 million commercial
revolving promissory note (the "First Note") with State Street Bank.
30. As FIND/SVP's financial health and stock price steadily worsened
through 1996 and into early 1997, the Company sought to increase its available
lines of credit. On July 24, 1997, the Company executed an amendment to the
First Note, increasing its available credit from $2 million to $2.5 million.
31. As FIND/SVP's financial health and stock price further deteriorated in
1997, the Company again sought to borrow funds to stave off insolvency. During
October 1997, the Company signed a separate, $1 million commercial revolving
promissory note (the "Second Note") with State Street Bank. Unlike the First
Note, however, SVP has guaranteed the Second Note.
32. Through its guaranty of a $1 million line of credit extended to the
Company and its extension of two loans totaling $950,000 to the Company at an
annual interest rate of twelve percent (12%), SVP seeks to transform itself from
the largest equity owner in the Company to one of the Company's largest secured
creditors. In the event of the Company's insolvency, SVP's position as a secured
creditor on the two
<PAGE>
1996 loans and the Second Note will place it well ahead of plaintiff and the
Company's other shareholders in likelihood of financial recovery of its
investment.
33. The Company's execution of the Second Note was not considered or
approved by an independent board of directors.
34. Madame de Gastines and Bodmer considered and approved the Company's
execution of the Second Note in order to benefit SVP, and thereby further their
own financial interests at the expense of the Company's other shareholders.
35. The above-described conduct of Madame de Gastines and Bodmer will
continue if those defendants are permitted to continue to serve as directors of
the Company.
WHEREFORE, plaintiff requests judgment against defendants for the following
relief:
(a) an order removing Brigitte de Gastines and Jean-Louis Bodmer
from office as directors of FIND/SVP;
(b) an order barring Brigitte de Gastines and Jean-Louis
Bodmer from reelection as directors of FIND/SVP for a period
of five years;
(c) costs and disbursements incurred by plaintiff in this action;
and
(d) granting such other, further and different relief as the
Court may deem just and proper.
Dated: New York, New York
December 2, 1997
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004
(212) 837-6000
Attorneys for Plaintiff
W6-NY973230.132
