-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AMO54kT+ic6kVqA9sVo4Q5q4NRGz8wAMtlwUVvBLPk3Yb82ZEY6I0rW3Jhh6nzgm Y37HjdnUy6/kjAk5Hxl9NQ== 0000912057-95-007125.txt : 19950901 0000912057-95-007125.hdr.sgml : 19950901 ACCESSION NUMBER: 0000912057-95-007125 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950830 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUE LINE INC CENTRAL INDEX KEY: 0000717720 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133139843 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11306 FILM NUMBER: 95569152 BUSINESS ADDRESS: STREET 1: 220 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129071500 10-K/A 1 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2O549 AMENDMENT NO. 1 TO FORM 10-K Annual Report Pursuant to Section l3 or l5(d) of the Securities Exchange Act of l934 For the fiscal year ended April 3O, l995 Commission File Number 0-ll3O6 VALUE LINE, INC. (Exact name of registrant as specified in its charter) New York l3-3l39843 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 220 East 42nd Street, New York, N.Y. lOOl7-5891 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 907-1500 --------------- Securities registered pursuant to Section l2(b) of the Act: None Securities registered pursuant to Section l2(g) of the Act: Common Stock, $.10 par value DOCUMENTS INCORPORATED BY REFERENCE. The following documents are incorporated by reference with this filing: Part III: None PART III Item 10. Directors and Executive Officers of the Registrant (a) Names of Directors, Age as of Director August 17, 1995 and Principal Occupation Since ---------------------------------------- -------- Jean Bernhard Buttner* (60). Chairman of the Board, 1982 President, and Chief Executive Officer of the Company and Arnold Bernhard & Co., Inc., since 1988. President and Chief Operating Officer of each since 1985; Director of Arnold Bernhard & Co., Inc. Chairman and Director or Trustee of each of the Value Line Funds; Trustee, Williams College, Radcliffe College. Arnold Van Hoven Bernhard (60). Mr. Bernhard is the brother 1982 of Jean Bernhard Buttner. Harold Bernard, Jr. (64). Administrative Law Judge, National 1982 Labor Relations Board. Director of Arnold Bernhard & Co., Inc. Judge Bernard is the cousin of Jean Bernhard Buttner and Arnold Van Hoven Bernhard. Samuel Eisenstadt* (73). Senior Vice President and Research 1982 Chairman of the Company. William S. Kanaga* (70). Retired Chairman of Arthur Young 1986 (now Ernst & Young, accounting firm). Director of McDonnell Douglas Corporation (aerospace), Center for International Private Enterprise, The Business Council of the United Nations, United Way International and member of the advisory councils of Mercy Ships, Inc. and the Consortium of Christian Colleges. W. Scott Thomas (46). Partner, Brobeck, Phleger & Harrison, 1986 attorneys. Howard A. Brecher* (41). Secretary of the Company since 1992 1992; Secretary and General Counsel of Arnold Bernhard & Co., Inc. since 1991 and Director since 1992; Attorney with New York Telephone Company, 1984 to 1991. David T. Henigson* (37). Vice President of the Company 1992 since 1992, Treasurer of the Company since 1994, Director of Compliance and Internal Audit of the Company since 1988; Vice President of each of the Value Line Funds since 1992. * Member of the Executive Committee (b) The information pertaining to Executive Officers is set forth in Part I under the caption "Executive Officers of the Registrant." 2 ITEM II. Executive Compensation SUMMARY COMPENSATION TABLE
Long-Term Compensation ------------ Awards ------ Annual Compensation Restricted Name and ------------------- Stock Options All Other Principal Fiscal Award(s) Granted Compensation(b) Position Year Salary($) Bonus($) ($) (#) ($) - --------------- ------ -------- -------- ---------- ------- --------------- Jean B. Buttner 1995 641,250 450,000 - - 14,220 Chairman of the Board 1994 315,000 500,000 - - 18,350 and Chief Executive 1993 315,000 250,000 - - 18,350 Officer John Moore 1995 150,000 100,000 - - 16,500 Senior Portfolio 1994 100,000 100,000 - - 15,000 Manager 1993 100,000 60,304 - - 15,000 Samuel Eisenstadt 1995 100,000 100,000 - - 12,000 Senior Vice President 1994 100,000 150,000 - - 15,000 and Research Chairman 1993 100,000 150,000 - - 15,000 David T. Henigson 1995 98,400 100,000 - - 11,808 Vice President 1994 98,400 80,000 - - 14,760 1993 98,400 60,000 - - 14,760 Dean Tencic 1995 92,625 70,000 - - 11,115 Director, Information 1994 78,000 40,000 - - 11,700 Technology 1993 60,845 5,000 - - 8,377
3 SUMMARY COMPENSATION TABLE CONTINUED: (a) A portion of the bonuses are contingent upon future employment. (b) Employees of the Company are members of the Profit Sharing and Savings Plan (the "Plan"). The Plan provides for a defined annual contribution which is determined by a formula based upon the salaries of eligible employees and the amount of consolidated net operating income as defined in the Plan. The Company's contribution expense was $968,000 for the year ended April 30, 1995. Each employee's interest in the Plan is invested in such proportions as the employee may elect in shares of one or more of the mutual funds for which the Company acts as investment adviser. Distributions under the Plan vest in accordance with a schedule based upon the employee's length of service and are payable upon the employee's retirement, death, total and permanent disability, or termination of employment. 4 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth the number of shares acquired by any of the named persons upon exercise of stock options in fiscal 1995, the value realized through the exercise of such options and the number of unexercised options held by such person, including both those which are presently exercisable, and those which are not presently exercisable.
Number of Value of Unexercised Unexercised Options In-the-Money Options at April 30, 1995 at April 30, 1995 Shares Acquired ---------------------- ------------------------- Upon Option Value Not Not Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable(1) - ------------------ --------------- ------------ ----------- ----------- ----------- -------------- David T. Henigson - - 1,250 - $15,313 - Howard A. Brecher - - 2,500 2,500 - - - ----------------- (1) Market value of underlying securities at exercise date or year-end, as the case may be, minus the exercise price.
5 Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information as of August 17, 1995 as to shares of the Company's Common Stock held by persons known to the Company to be the beneficial owners of more than 5% of the Company's Common Stock. Name and Address Number of Shares Percentage of Shares of Beneficial Owner Beneficially Owned Beneficially Owned(1) - --------------------- -------------------- ------------------------ Arnold Bernhard 8,009,800 80.32% & Co., Inc.(1) 220 East 42nd Street New York, NY 10017 - ------------------- (1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive Officer of the Company, owns a majority of the outstanding voting stock of Arnold Bernhard & Co., Inc. and Arnold Van Hoven Bernhard, a Director of the Company, owns the remainder. The following table sets forth information as of August 17, 1995 with respect to shares of the Company's Common Stock owned by each director of the Company, by each executive officer listed in the Summary Compensation Table and by all officers and directors as a group. Name of Number of Shares Percentage of Shares Beneficial Owner Beneficially Owned Beneficially Owned - ----------------------------- ------------------ -------------------- Jean Bernhard Buttner 100(1) * Arnold Van Hoven Bernhard 100(1) * Harold Bernard, Jr. 181 * Samuel Eisenstadt 0(1) * William S. Kanaga 2,000 * W. Scott Thomas 1,000 * Howard A. Brecher 2,500(2) * David T. Henigson 150(2) * John Moore 100 * All directors and executive officers as a group (9 persons) 6,131(1)(3) * - -------------- *Less than one percent (1) Excludes 8,009,800 shares (80.32% of the outstanding shares) owned by Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns a majority of the outstanding voting stock of Arnold Bernhard & Co., Inc. and Arnold Van Hoven Bernhard owns the remainder. All of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members of the Bernhard family and employees or former employees of Arnold Bernhard & Co., Inc. or the Company. (2) Purchasable within 60 days of August 17, 1995 upon the exercise of stock options. (3) Includes 2,650 shares purchasable within 60 days of August 17, 1995 upon the exercise of stock options by Messrs. Brecher and Henigson. 6 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Arnold Bernhard & Co., Inc. utilizes the services of officers and employees of the Company to the extent necessary to conduct its business. The Company and Arnold Bernhard & Co., Inc. allocate costs for office space, equipment and supplies and support staff pursuant to a servicing and reimbursement arrangement. During the year ended April 30, 1995, the Company was reimbursed $414,000 for such expenses. In addition, a tax-sharing arrangement allocates the tax liabilities of the two companies between them. The Company pays to Arnold Bernhard & Co., Inc. an amount equal to the Company's liability as if it filed separate tax returns. 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 1O-K for the fiscal year ended April 3O, 1995, to be signed on its behalf by the undersigned, thereunto duly authorized. VALUE LINE, INC. (Registrant) By: ---------------------------- Jean Bernhard Buttner Chairman & Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: ---------------------------- Jean Bernhard Buttner Principal Executive Officer By: ---------------------------- Stephen R. Anastasio Principal Financial and Accounting Officer Dated: August 22, 1995 8 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report on Form 1O-K for the fiscal year ended April 3O, 1995, to be signed on its behalf by the undersigned as Directors of the Registrant. - --------------------- ---------------------- Jean Bernhard Buttner William S. Kanaga - ---------------------- ---------------------- Arnold Van H. Bernhard Howard A. Brecher - ---------------------- ---------------------- Harold Bernard, Jr. Samuel Eisenstadt - --------------------- ---------------------- W. Scott Thomas David T. Henigson Dated: August 22, 1995 9 Part IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3. Exhibits 27. Financial Data Schedule. 10 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME AND RETAINED EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS APR-30-1995 APR-30-1995 45,026 87,286 5,339 (350) 0 138,717 13,290 (5,368) 264,998 48,406 0 1,000 0 0 172,189 264,998 55,912 79,094 0 49,434 0 0 0 38,319 15,151 29,660 0 0 0 23,168 2.32 0
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