SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5*)
NAME OF ISSUER: The Dewey Electronics Corporation
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 252063102000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Paul O. Koether
Asset Value Management, Inc.
376 Main Street
P.O. Box 74
Bedminster, New Jersey 07921 (908) 234-1881
DATE OF EVENT WHICH REQUIRES FILING: NOVEMBER 12, 2002
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)
CUSIP NO.: 252063102000
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: 136,394
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 136,394
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 136,394
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): 10.18%
14. TYPE OF REPORTING PERSON: PN
Item 1. SECURITY AND ISSUER.
This Amendment No. 5 relates to the Schedule 13D filed on April 5, 2002 in
connection with the ownership by Asset Value Fund Limited Partnership ("Asset
Value") of the common stock, $.01 par value per share ("Shares") of The Dewey
Electronics Corporation, a New York corporation (the "Company" or "Dewey"). 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.
Item 3 is hereby amended by the addition of the following:
Since the date of the last filing, Asset Value has acquired 1,000 Shares at
an aggregate purchase price of $3,390.00, including brokerage commissions. Asset
Value purchased the Shares with its cash reserves.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition of the following:
On November 12, 2002, Paul O. Koether, Chairman of Asset Value, wrote a
letter to John H. D. Dewey, Acting Chief Executive Officer of The Dewey
Electronics Corporation.
A copy of the letter is attached hereto as Exhibit D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by the addition of the following:
(a) As of the close of business on November 12, 2002, Asset Value
beneficially owned 136,394 Shares, representing 10.18% of Shares reported as
outstanding in the Company's Proxy Statement dated October 15, 2002.
(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 not
previously reported, the dates of such transactions, and the per Share purchase
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 for the Past 60 Days not previously
reported.
Exhibit D - Letter to John H. D. Dewey dated November 12, 2002.
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: November 13, 2002
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
EXHIBIT C
Transactions in Shares for the Past 60 Days not previously reported.
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE *
-------- -------------------------- ------------------
10/10/02 1,000 $3.37
*Exclusive of brokerage commission, if any.
Exhibit D
ASSET VALUE MANAGEMENT, INC.
211 Pennbrook Road
P.O. Box 97
Far Hills, New Jersey 07931
908-766-7220
908-766-4160 fax
November 12, 2002
via FEDERAL EXPRESS
Mr. John H. D. Dewey
Acting Chief Executive Officer
The Dewey Electronics Corporation
27 Muller Road
Oakland, New Jersey 07436
Dear John:
Asset Value Fund and/or its affiliates is interested in purchasing all
shares of The Dewey Electronics Corporation at a price of $5.00 a share in cash.
This offer is subject to completion of a due diligence review and the approval
of such government agencies as may be necessary.
We are prepared to offer employment agreements to Messrs. Velto, Proskey,
and DeLorenzo.
Please contact me so that we can commence the due diligence process.
Sincerely yours,
/s/ Paul O. Koether
---------------------------------
Paul O. Koether
Chairman