UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
_______________Audits and Surveys Worldwide, Inc._______________
(Name of Issuer)
_____________Common Stock, par value $.01 per share_____________
(Title of Class of Securities)
_______________________050839109_____________________
(CUSIP Number)
Michael J. Shef, Esq.
Parker Chapin Flattau & Klimpl, LLP)
1211 Avenue of the Americas
New York, NY 10036
_________________________(212) 704-6000_________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
____________________March 24, 1995____________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d(I(b)(3) or (4), check the following box /__/.
Check the following box if a fee is being paid with the state-
ment /__/. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial owner-
ship 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 of 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 amend-
ment containing information which would alter disclosures pro-
vided in a prior cover page.
*The information required on this cover page 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 liabil-
ities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 050839109
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: Carl Ravitch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___
3. SEC USE ONLY
4. SOURCE OF FUNDS: 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
7. SOLE VOTING POWER: 1,526,713
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 1,526,713
10;. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER-
SON: 1,526,713
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.7%
14. TYPE OF REPORTING PERSON: IN
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Page 3 of 6 Pages
SCHEDULE 13D
CUSIP No. 050839109
Item 1. Security and Issuer
This schedule relates to the common stock, par value
$.01 per share (the "Common Stock") of Audits & Surveys
Worldwide, Inc. (the "Company"). The principal executive
offices of the Company are located at 650 Avenue of the
Americas, New York, NY 10011.
Item 2. Identity and Background
This schedule is being filed on behalf of Carl
Ravitch.
(a) Carl Ravitch
(b) 650 Avenue of the Americas
New York, NY 10011
(c) Executive Vice President and Chief Marketing
Officer of the Company.
(d) Mr. Ravitch has not, during the last five years,
been convicted in a criminal proceeding (exclud-
ing traffic violations or similar misdemeanors).
(e) Mr. Ravitch has not, during the last five years,
been a party to a civil proceeding as a result of
which Mr. Ravitch was or is subject to a decree
or final order enjoining future violations of or
prohibiting or mandating activities subject to
Federal or state securities law or finding any
violation with respect to such laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
The securities which are reported hereby were acquired
in connection with the Company's merger (the "Merger") with
Audits and Surveys, Inc. ("A&S"), pursuant to which Merger each
share of A&S's common stock outstanding prior to the
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Page 4 of 6 Pages
consummation of the Merger was exchanged for 1,407.565 shares of
the Company's Common Stock.
Prior to the consummation of the Merger, Carl Ravitch
owned 1,084.648 shares of A&S common stock. All of these shares
were exchanged for the securities reported hereby.
Item 4. Purpose of the Transaction
The securities which are reported hereby were acquired
as a result of the Merger, which took place on March 24, 1995.
Mr. Ravitch does not have any present plans which
relate to or which would result in the acquisition of any addi-
tional securities of the Company, nor does he have any present
plans or proposals which would relate to or result in: an
extraordinary corporate transaction, such as a merger, reorgani-
zation or liquidation involving the Company or any of its sub-
sidiaries; a sale or transfer of a material amount of the assets
of the Company or any of its subsidiaries; any change in the
present board of directors or management of the Company, includ-
ing any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy
of the Company; any other material change in the Company's busi-
ness or corporate structure; changes in the Company's charter or
by-laws or other actions which may impede the acquisition of
control of the Company by any person; causing a class of securi-
ties of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities
association; a class of equity securities of the Company becom-
ing eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or any action similar to any of those enu-
merated above.
Item 5. Interest in Securities of the Issuer
(a) Aggregate amount and percentage of shares benefi-
cially owned by Carl Ravitch: 1,526,713 (11.7%).
(b) Aggregate amount of shares Carl Ravitch has sole
power to direct the vote and disposition of:
1,526,713 (11.7%).
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Page 5 of 6 Pages
Aggregate amount of shares Carl Ravitch has
shared power to direct the vote and disposition
of: None (0%).
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
Mr. Ravitch is a party to a shareholders agreement,
dated as of March 24, 1995 (the "Shareholders Agreement"), by
and between the Company, H. Arthur Bellows, and all persons who
were stockholders of A&S immediately prior to the Merger. The
Shareholders Agreement provides that, among other things, the
stockholders will not sell or transfer their shares of Common
Stock for a period of two years, and that they will vote their
shares for the election of H. Arthur Bellows, Jr., the Company's
President and Chief Operating Officer, to the Board of Directors
of the Company for as long as Mr. Bellows remains an employee of
the Company. The Shareholders Agreement also provides that at
the Company's 1995 and 1996 annual meeting of stockholders, or
in connection with any consents of stockholders to elect direc-
tor solicited prior to the Company's 1997 annual meeting of
stockholders, the stockholders will vote for the election to the
board of directors of three nominees designated by H. Arthur
Bellows, Jr. (inclusive of Mr. Bellows, if he is nominated).
Item 7. Material to be Filed as Exhibits
1. Shareholders Agreement, dated as of March 24,
1995, among the Company, H. Arthur Bellows, Jr.
and each person who was a stockholder of Audits
and Surveys, Inc. immediately prior to the
Merger.
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Page 6 of 6 Pages
Signatures
After reasonable inquiry and to the best of his knowl-
edge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: March 31, 1995
Carl Ravitch
Exhibit 1 to
Schedule 13D
of Carl Ravitch
SHAREHOLDERS AGREEMENT
This Shareholders Agreement ("Agreement"), dated as of March
24, 1995, by and between Audits & Surveys Worldwide, Inc., a
Delaware corporation (the "Surviving Corporation"), H. Arthur
Bellows, Jr., (the "Surviving Corporation Shareholder"), Solomon
Dutka, Solomon Dutka Trust for James Dutka, Solomon Dutka Trust
for Michael Dutka, Solomon Dutka Trust for Joyce Dutka, Carl
Ravitch, Anthony Timiraos, Dexter Neadle, Lawrence Karp, George
Fabian, Fred Winkel, Joel S. Klein, William Liebman, Nagesh
Gupta, Thomas Ryan, Joel Dorfman, Josh Libresco, Donald Pace,
Paul Donato, Fred Nicholson, Joel J. Klein, (each, individually a
"Shareholder" and collectively the "Shareholders").
WITNESSETH
WHEREAS, the Surviving Corporation and Audits & Surveys,
Inc., a New York corporation (the "Merging Corporation"), are
parties to a Merger Agreement, dated August 10, 1994 (the "Merger
Agreement"); and
WHEREAS, it is a condition to the Surviving Corporation's
obligation to close the transaction contemplated by the Merger
Agreement that each shareholder of the Merging Corporation (other
than the Estate of Irving Roshwalb) execute and deliver this
Shareholders Agreement, and the Merging Corporation's obligation
to close the transactions contemplated by the Merger Agreement
that the Surviving Corporation Shareholder execute and deliver
this Shareholders Agreement; and
WHEREAS, the Shareholders, collectively, are the legal and
beneficial owners of all of the Merging Corporation Capital Stock
currently outstanding (other than the Merging Corporation Capital
Stock owned by the Estate of Irving Roshwalb);
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth, the
undersigned hereby agree as follows:
SECTION 1. Defined Terms. All capitalized terms used
herein and not otherwise defined herein shall have the respective
meanings attributed thereto in the Merger Agreement.
SECTION 2. Covenant Not to Sell. Each Shareholder and the
Surviving Corporation Shareholder, severally, hereby agrees that,
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from the Effective Time and the occurrence of the Merger through
and until the second anniversary thereof (such period being
hereinafter referred to as the "Restrictive Period"), he shall
not sell, or in any other way directly or indirectly transfer,
convey, assign, distribute, encumber or otherwise dispose of any
Surviving Corporation Common Stock received as Share
Consideration (or, in the case of the Surviving Corporation
Shareholder, the Surviving Corporation Common Stock owned by the
Surviving Corporation Shareholder at the Effective Time);
provided, however, that (i) Solomon Dutka and the Surviving
Corporation Shareholder may, pursuant to the Registration Rights
Agreement, sell such shares of Surviving Corporation Common Stock
pursuant to a registration effected under the Securities Act in
accordance with said Registration Rights Agreement, (ii) in the
event that any Shareholder's employment is terminated by the
Surviving Corporation without cause, or by virtue of death or
disability, prior to the second anniversary of the Effective
Date, the restrictions of this Section 2 shall no longer be
applicable to such shareholder, and (iii) in the event that the
Surviving Corporation Shareholder's employment with the Surviving
Corporation ceases for any reason whatsoever prior to the second
anniversary of the Effective Date, the restrictions of this
Section 2 shall no longer be applicable to such shareholder.
Nothing contained herein shall preclude the Surviving Corporation
Shareholder or any Shareholder from making bona fide gifts of
shares of Surviving Corporation Common Stock; provided, however,
that the donee thereof shall remain bound by the provisions of
Sections 2, 3 and 4 as long as, and to the extent that, donor was
so bound, and all donees will execute and deliver a copy of this
Shareholders Agreement to the Surviving Corporation Shareholder
to evidence such binding effect.
SECTION 3. Voting Agreement. Each of the undersigned
Shareholders agrees to Vote any and all shares of Surviving
Corporation Common Stock owned by him from time to time as
follows: (i) for so long as the Surviving Corporation
Shareholder remains an employee of the Surviving Corporation, for
the election of the Surviving Corporation Shareholder to the
Surviving Corporation's Board of Directors; and (ii) at the
Surviving Corporation's 1995 and 1996 annual meetings of
shareholders, or in connection with any consents of shareholders
to elect directors solicited prior to the Surviving Corporation's
1997 annual meeting of shareholders, for the election to the
Surviving Corporation's Board of Directors of three nominees
(inclusive of the Surviving Corporation Shareholder, if he is a
Director pursuant to clause (i) above or otherwise) to be
designated from time to time by the Surviving Corporation
Shareholder (or, in the event that the Surviving Corporation
Shareholder is deceased prior to such time, by the Surviving
Corporation's Directors last designated by the Surviving
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<PAGE>
Corporation Shareholder). For purposes of this Section 3 only,
the term "Vote" shall mean and include (i) voting said shares of
Surviving Corporation Common Stock, whether by person or by
proxy, at any meeting of the Surviving Corporation's shareholders
at which an election of directors is being held, and (ii)
executing any written consents of shareholders of the Surviving
Corporation holding a majority of the Surviving Corporation
Capital Stock then outstanding as are reasonably requested by the
Surviving Corporation Shareholder to effect the provisions of
this Section 3.
SECTION 4. Restrictive Legend.
Each certificate representing shares of the Surviving
Corporation Common Stock which, as of the Effective Time, will be
held by a Shareholder or the Surviving Corporation Shareholder,
shall be endorsed with a legend in substantially the following
form:
"THE SALE OR TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
SHAREHOLDERS AGREEMENT DATED AS OF March 24, 1995 CONTAINING
RESTRICTIONS UPON SALE OR TRANSFER. A COPY OF SAID
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION."
Following the termination of the Restrictive Period,
upon the request of any Shareholder or the Surviving Corporation
Shareholder, the Surviving Corporation shall cause said
certificate to be reissued without the aforesaid legend.
SECTION 5. Miscellaneous.
(a) This Agreement shall be governed by, and construed
in accordance with, the applicable laws pertaining in the State
of New York (other than those that would defer to the substantive
laws of another jurisdiction).
(b) This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and
assigns, legal representatives and heirs; provided, however, that
the provisions of Section 3 hereof shall not bind subsequent
purchasers for value of shares of Surviving Corporation Common
Stock.
(c) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same
instrument.
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(d) Each party hereto acknowledges and agrees that the
other parties would be irreparably damaged in the event any
provisions of this Agreement are not performed in accordance with
their specific terms or are otherwise breached. Each party
agrees that the others shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this
Agreement and to specifically enforce this Agreement and the
terms and provisions hereof in any action instituted in any court
having jurisdiction over the party and/or the matter, in addition
to any other remedy to which the aggrieved party may be entitled
at equity or at law.
(e) Each and every modification and amendment of this
Agreement shall be in writing and signed by the parties hereto
who at the time are shareholders or the Surviving Corporation,
and any waiver of, or consent to any departure from, any term or
provision of this Agreement shall be in writing and signed by
each affected party hereto.
(f) Upon the Effective Time, all provisions contained
in prior shareholders agreements between and among the
Shareholders and the Merging Corporation insofar as they relate
to (i) restrictions on sale of Merging Corporation Capital Stock
while the Shareholder is an employee of the Merging Corporation;
(ii) obligations of the Shareholder to offer to sell his Merging
Corporation Capital Stock in the event of his termination of
employment by the Merging Corporation; (iii) obligations of the
Shareholder's estate to sell Shareholder's Merging Corporation
Capital Stock in the event of the Shareholder's death; (iv)
obligations of the Merging Corporation or any of the other
Shareholders to purchase any of the Shareholder's Merging
Corporation Capital Stock; and (v) pre-emptive rights or rights
of first offer in favor of any of the Shareholders, shall cease
and be of no further force or effect, and any and all rights of
any party thereunder to enforce such provisions shall cease and
expire.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first set forth above.
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ Anthony Timiraos
Name: Anthony Timiraos
Title: Treasurer
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/s/ Solomon Dutka
Solomon Dutka
SOLOMON DUTKA TRUST FOR JAMES DUTKA
By: /s/ Anthony Timiraos
Name: Anthony Timiraos
Title: Trustee
SOLOMON DUTKA TRUST FOR MICHEL DUTKA
By: /s/ Anthony Timiraos
Name: Anthony Timiraos
Title: Trustee
SOLOMON DUTKA TRUST FOR JOYCE DUTKA
By: /s/ Anthony Timiraos
Name: Anthony Timiraos
Title: Trustee
/s/ Carol Ravitch
Carl Ravitch
/s/ Anthony Timiraos
Anthony Timiraos
/s/ Dexter Neadle
Dexter Neadle
/s/ Lawrence Karp
Lawrence Karp
/s/ George Fabian
George Fabian
/s/ Fred Winkel
Fred Winkel
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/s/ Joel S. Klein
Joel S. Klein
/s/ William Liebman
William Liebman
/s/ Nagesh Gupta
Nagesh Gupta
/s/ Thomas Ryan
Thomas Ryan
/s/ Joel Dofman
Joel Dorfman
/s/ Josh Libresco
Josh Libresco
/s/ Donald Pace
Donald Pace
/s/ Paul Donato
Paul Donato
/s/ Fred Nicholson
Fred Nicholson
/s/ Joel J. Klein
Joel J. Klein
/s/ H. Arthur Bellows, Jr.
H. Arthur Bellows, Jr.
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