10-K/A 1 a10-ka.txt FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended April 30, 2000 Commission File Number 0-11306 VALUE LINE, INC. (Exact name of registrant as specified in its charter) New York 13-3139843 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 220 East 42nd Street, New York, N.Y. 10017-5891 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 907-1500 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(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 7, 2000 AND PRINCIPAL OCCUPATION SINCE Jean Bernhard Buttner* (65). Chairman of the Board, 1982 President, and Chief Executive Officer of the Company and Arnold Bernhard & Co., Inc. Chairman of the Board and President of each of the Value Line Funds; Trustee, Skidmore College. Harold Bernard, Jr. (69). Attorney-at-law. Retired 1982 Administrative Law Judge, National Labor Relations Board. Director of Arnold Bernhard & Co., Inc. Judge Bernard is the cousin of Jean Bernhard Buttner. Samuel Eisenstadt* (78). Senior Vice President and Research 1982 Chairman of the Company. W. Scott Thomas (50). Partner, Brobeck, Phleger & Harrison, 1986 attorneys. Linda S. Wilson (63). President Emerita of Radcliffe College; 1998 Senior Lecturer, Harvard Graduate School of Education; Trustee, Committee on Economic Development; Honorary Trustee, Massachusetts General Hospital; Director of INACOM Corporation and Myriad Genetics, Inc. Howard A. Brecher* (46). Vice President of the Company since 1992 1996 and Secretary since 1992; Secretary, Treasurer and General Counsel of Arnold Bernhard & Co., Inc. since 1991, Director since 1992 and Vice President since 1994. David T. Henigson* (43). Vice President of the Company since 1992 1992 and Treasurer since 1994; Director of Compliance and Internal Audit of the Company since 1988; Vice President of each of the Value Line Funds since 1992 and Secretary and Treasurer since 1994; Vice President and Director of Arnold Bernhard & Co., Inc. 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 11. Executive Compensation SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation for services in all capacities to the Company for the fiscal years ended April 30, 2000, 1999 and 1998 of the chief executive officer of the Company and each of the other executive officers of the Company who were serving at April 30, 2000. The Company has only four executive officers.
Long-Term Compensation Awards ------ Annual Compensation ------------------- Restricted Name and Stock Options All Other Principal Fiscal Award(s) Granted Compensation(b) Position Year Salary($) Bonus(a)($) ($) (#) ($) ---------------------- ------ -------- ----------- ----------- ------- --------------- Jean B. Buttner 2000 826,807 900,000 - - 20,944 Chairman of the Board 1999 807,611 800,000 - - 19,777 and Chief Executive 1998 789,881 700,000 - - 20,880 Officer Samuel Eisenstadt 2000 125,000 120,000 - - 17,500 Senior Vice President 1999 120,000 110,000 - - 16,800 and Research Chairman 1998 100,000 100,000 - - 15,000 David T. Henigson 2000 100,000 300,000 - - 14,000 Vice President 1999 100,000 242,500 - - 14,000 1998 100,000 220,000 - - 15,000 Howard A. Brecher 2000 50,000 250,000 - - 7,000 Vice President 1999 50,000 210,000 - - 7,000 1998 50,000 185,000 - - 7,500
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 Value Line 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 $1,188,671 for the year ended April 30, 2000. 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 2000, 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, 2000 at April 30, 2000 (1) Shares Acquired ----------------------- ------------------------ Upon Option Value Not Not Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable ------------------ --------------- ----------- ----------- ----------- ----------- ------------ Howard A. Brecher 0 N/A 2,975 - $23,428 -
---------- (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 7, 2000 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 8,429,003 84.47% & 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 all of the outstanding voting stock of Arnold Bernhard & Co., Inc. The following table sets forth information as of June 30, 2000, 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) * Harold Bernard, Jr. 409 * Samuel Eisenstadt 100 * W. Scott Thomas 1,000 * Linda S. Wilson 0 * Howard A. Brecher 3,100(2) * David T. Henigson 150 * All directors and executive officers as a group (7 persons) 4,859(1)(2) * ---------- *Less than one percent (1) Excludes 8,429,003 shares (84.47% of the outstanding shares) owned by Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns all of the outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members of the Buttner family. (2) Includes 2,975 shares purchasable within 60 days of June 30, 2000 upon the exercise of stock options by Mr. Brecher. The options expire on March 17, 2003. 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, 2000, the Company was reimbursed $519,000 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 amended report on Form 10-K for the fiscal year ended April 30, 2000, to be signed on its behalf by the undersigned, thereunto duly authorized. VALUE LINE, INC. (Registrant) By: /s/ Jean Bernhard Buttner ---------------------------------- 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: /s/ Jean Bernhard Buttner ---------------------------------- Jean Bernhard Buttner Principal Executive Officer By: /s/ Stephen R. Anastasio ---------------------------------- Stephen R. Anastasio Principal Financial and Accounting Officer Dated: August 17, 2000 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 10-K for the fiscal year ended April 30, 2000, to be signed on its behalf by the undersigned as Directors of the Registrant. /s/ Jean Bernhard Buttner /s/ Howard A. Brecher ------------------------- ------------------------ Jean Bernhard Buttner Howard A. Brecher /s/ Harold Bernard, Jr. /s/ Samuel Eisenstadt ------------------------- ------------------------ Harold Bernard, Jr. Samuel Eisenstadt /s/ W. Scott Thomas /s/ David T. Henigson ------------------------- ------------------------ W. Scott Thomas David T. Henigson /s/Linda S. Wilson ------------------------- Linda S. Wilson Dated: August 17, 2000 9