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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(Amendment No.1)
IVI Publishing, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
450707 10 4
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(CUSIP Number)
Paula V. Duffy, Esq.
Davidson & Associates, Inc.
19840 Pioneer Avenue
Torrance, California 90503
(310) 793-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1997
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(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 [ ].
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.
(Continued on following pages)
Page 1 of 5 Pages
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CUSIP NO. 450707 10 4 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVIDSON & ASSOCIATES, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E)
5
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF 300,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 300,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
300,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
2.97%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 450707 10 4 13D PAGE 3 OF 5 PAGES
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This Amendment No. 1 to the Schedule 13D originally filed on November 19, 1997
by Davidson & Associates, Inc., a California corporation ("Davidson"), relates
to the common stock, par value $.01 per share (the "Common Stock"), of IVI
Publishing, Inc., a Minnesota corporation (the "Issuer"). On November 26, 1997,
Davidson sold in a brokerage transaction 700,000 of the 1,000,000 shares of
Common Stock held by Davidson. As a result of such sale, Davidson ceased to be
the beneficial owner of more than five percent (5%) of the Common Stock, and,
thus, will no longer be subject to the reporting requirements of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
Amendment No. 1 amends the original Schedule 13D as follows:
ITEM 4. PURPOSE OF TRANSACTION.
(a) This amendment is being filed to report the disposition by
Davidson of beneficial ownership of 700,000 shares of Common Stock. On
November 26, 1997, Davidson sold in a brokerage transaction 700,000 of
the 1,000,000 shares of Common Stock held by Davidson. As a result of
such sale, Davidson ceased to be the beneficial owner of more than
five percent (5%) of the Common Stock, and, thus, will no longer be
subject to the reporting requirements of Section 13(d) of the Exchange
Act. Although Davidson may reach a different determination at any
time, subject to market conditions, Davidson currently intends to sell
the remaining 300,000 shares of Common Stock held by Davidson, which
sales may be effectuated in brokerage transactions or in private
transactions, and in increments over time or in block transactions.
Davidson is also entitled to cause the Issuer to register shares of
Common Stock for resale under the Securities Act of 1933, as amended
(the "Securities Act"), under certain circumstances described in Item
6 below.
(b)-(j) Except as set forth in the preceding paragraph, Davidson does
not have, and, to the best of its knowledge, Davidson's or CUC's
directors or executive officers do not have, any present plan or
proposal which relates to or would result in any of the circumstances
enumerated in paragraphs (b) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount Beneficially Owned and Percent of Class:
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300,000 shares of Common Stock, after giving effect to the sale of
700,000 shares of Common Stock described in Item 4 above, which
constitutes 2.97% of such class.
(b) Voting and Dispositive Power:
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Davidson has (i) sole voting and dispositive power with respect
to 300,000 shares of Common Stock and (ii) shared voting power with
respect to no shares of Common Stock.
(c) Other Transactions:
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Not applicable.
(d) Interests of Other Persons:
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Davidson is a wholly owned subsidiary of CUC International Inc.,
a Delaware corporation ("CUC"), and thus CUC may be deemed to have the
right to receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock.
The principal business address of CUC is: 707 Summer Street, Stamford,
Connecticut 06901.
(e) Date on Which the Reporting Person Ceased to be the Beneficial
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Owner of More than Five Percent of Class:
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November 26, 1997
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CUSIP NO. 450707 10 4 13D PAGE 4 OF 5 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Registration Rights Agreement dated October 31, 1995
(the "Registration Rights Agreement"), by and between the Issuer and
Davidson, Davidson has certain "demand" and "piggyback" registration
rights with respect to shares of Common Stock of the Issuer. These
registration rights are described more fully in the Registration
Rights Agreement, a copy of which was attached as Exhibit 3
to Davidson's original Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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CUSIP NO. 450707 10 4 13D PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DAVIDSON & ASSOCIATES, INC.
By: /s/ John Goodman December 4, 1997
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Name: John Goodman
Title: Senior Vice President,
Operations
