SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)*
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 LLP
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: February 20, 1998
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: 0
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 0
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 0
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): 0%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This final Amendment 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 4. PURPOSE OF TRANSACTION.
On January 20, 1998 Asset Value settled all of its legal actions
("Actions") against FIND and certain of its officers and directors pursuant to
an agreement (the "Agreement"), which provided, among other things, as follows:
1) FIND would pay Asset Value $110,000 to reimburse its legal fees incurred in
connection with the Actions; 2) FIND would cause Asset Value's 900,000 Shares to
be purchased at $1.25 per Share ($1,125,000) no later the February 20, 1998 (the
"Closing"); 3) if within two years of the Closing, FIND shareholders receive
consideration in excess of $1.25 per Share in certain transactions, FIND would
pay Asset Value an amount equal to 900,000 times the difference between $1.25
and the amount paid to the FIND shareholders, up to a maximum difference of
$1.75 per Share (i.e., a maximum price of $3.00 per Share); 4) parties to the
Actions would exchange mutual releases at the Closing; 5) Asset Value and Paul
Koether would not purchase Shares for a period of five years after the Closing.
The Closing was held on February 20, 1998, after which Asset Value owned no
Shares.
The Agreement is attached as Exhibit D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 20, 1998, Asset Value
beneficially owned no Shares.
<PAGE>
(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 and not
previously reported, the dates of such transactions, and the per Share sales
price. The transactions reported herein, unless otherwise indicated, were open
market transactions effected in the over-the-counter market.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Transactions in Shares effected in the past 60 days and
not previously reported.
Exhibit D - Agreement dated February 20, 1998.
<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: February 23, 1998
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 C
TRANSACTIONS IN SHARES EFFECTED IN THE PAST 60 DAYS
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATE SHARES SOLD PER SHARE*
- -------- ---------------- ----------
<S> <C> <C>
02/20/98 900,000 $1.25**
*Exclusive of brokerage commissions.
**Privately negotiated transaction.
</TABLE>
<PAGE>
EXHIBIT D
AGREEMENT
WHEREAS, Asset Value Fund Limited Partnership ("Asset Value") owns 900,000
shares of stock in FIND/SVP, Inc., (the "Company"); and
WHEREAS, Asset Value has commenced an action in the United States District
Court for the Southern District of New York entitled Asset Value Fund Limited
Partnership v. FIND/SVP, Inc., and Andrew P. Garvin, 97 Civ 3977 (LAK), which
seeks damages for alleged violations of Sections 10(b) of the Securities
Exchange Act of 1934 and for common law fraud; and
WHEREAS, Asset Value has also commenced an action in the Supreme Court of
the State of New York, County of New York entitled Asset Value Fund Limited
Partnership v. Brigitte De Gastines and Jean-Louis Bodmer, Index No. 606165/97,
which seeks to remove two directors of the Company pursuant to New York Business
Corporation Law Section 706(d), and defendants have removed this action to the
United States District Court for the Southern District of New York, where it was
assigned Docket No. 97 Civ. 9545 (LAK); and
WHEREAS, the parties wish to settle those actions and resolve all of their
disputes relating to Asset Value's purchases and ownership of shares of stock in
the Company and to the governance of the Company without any acknowledgment of
wrongdoing by any party,
IT IS HEREBY AGREED as follows:
1. The Company will pay to Asset Value legal fees and disbursements in the
amount of $110,000 on or before February 20, 1998.
2. The Company will cause Asset Value's 900,000 shares of stock in the
Company to be purchased at $1.25 per share on or before February 20, 1998.
3. If within two years of the date of the payments referred to in
paragraphs 1 and 2 above, (a) the Company sells all or substantially all of its
assets, (b) the Company is merged into or combined with another company, (c) any
person acquires a majority of the outstanding shares of the Company pursuant to
a tender offer, (d) the Company is taken private, or (e) the Company undergoes a
recapitalization or restructuring, and in any such case the shareholders of the
Company receive consideration (whether cash, securities, or otherwise) of more
than $1.25 per share, then, immediately after the consummation of such
transaction, the Company will pay to Asset Value an amount equal to 900,000
times the difference between $1.25 and the amount paid to the shareholders up to
a maximum difference of $1.75 per share (i.e., a maximum price of $3.00 per
share).
4. At the time of the payments referred to in paragraphs 1 and 2 above,
Asset Value and the Company will execute and deliver to each other a general
release in the form annexed as Exhibit A hereto.
<PAGE>
5. At the time of the payments referred to in paragraphs 1 and 2 above,
Asset Value will execute and deliver to the Company a stipulation and order of
dismissal with prejudice of the pending actions in the forms annexed as Exhibit
B hereto.
6. For a period of five years from the date of this Agreement, neither
Asset Value nor Paul Koether will purchase, either directly or indirectly, any
shares of stock in the Company, and after the sale of shares referred to in
paragraph 2 above, neither Asset Value nor Paul Koether will own or control,
either directly or indirectly, any shares of stock in the Company.
Dated: New York, New York
January 20, 1998
Asset Value Fund Limited Partnership FIND/SVP, Inc.
/s/ Paul Koether /s/ Andrew P. Garvin
By: -------------------------- By: ------------------------
Paul Koether Andrew P. Garvin
