-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBshfCp6jhtXS6hlSrfEqWG8i0OrfvEUgjvFALF2CWIdUBUSrOJOTTVanVKWqps+ Ah8gz0kdAbJM3Y6t7tFJcg== 0001047469-99-033856.txt : 19990830 0001047469-99-033856.hdr.sgml : 19990830 ACCESSION NUMBER: 0001047469-99-033856 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990430 FILED AS OF DATE: 19990827 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: SEC FILE NUMBER: 000-11306 FILM NUMBER: 99700541 BUSINESS ADDRESS: STREET 1: 220 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129071500 10-K/A 1 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, 1999 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, 1999 AND PRINCIPAL OCCUPATION SINCE Jean Bernhard Buttner* (64). 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, Radcliffe College. Harold Bernard, Jr. (68). 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* (77). Senior Vice President and 1982 Research Chairman of the Company. W. Scott Thomas (49). Partner, Brobeck, Phleger & 1986 Harrison, attorneys. Linda S. Wilson (62). President Emerita of Radcliffe 1998 College; Senior Lecturer, Harvard Graduate School of Education; Trustee, Committee on Economic Development; Honorary Trustee, Massachusetts General Hospital; Director of INACOM Corporation and Citizens Financial Group, Inc. Howard A. Brecher* (45). Vice President of the Company 1992 since 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* (42). Vice President of the Company 1992 since 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 II. 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, 1999, 1998 and 1997 of the chief executive officer of the Company and each of the other executive officers of the Company who were serving at April 30, 1999. 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 1999 807,611 800,000 - - 19,777 Chairman of the Board 1998 789,881 700,000 - - 20,880 and Chief Executive 1997 772,500 600,000 - - 17,760 Officer Samuel Eisenstadt 1999 125,000 110,000 - - 14,000 Senior Vice President 1998 100,000 100,000 - - 15,000 and Research Chairman 1997 100,000 100,000 - - 15,000 David T. Henigson 1999 100,000 242,500 - - 14,000 Vice President 1998 100,000 220,000 - - 15,000 1997 99,600 180,000 - - 14,940 Howard A. Brecher 1999 50,000 210,000 - - 7,000 Vice President 1998 50,000 185,000 - - 7,500 1997 50,000 140,000 - - 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 $1,609,000 for the year ended April 30, 1999. 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 1999, 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, 1999 at April 30, 1999 (1) Shares Acquired ----------------------- ------------------------ Upon Option Value Not Not Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable - ------------------ --------------- ----------- ----------- ----------- ----------- ------------ Howard A. Brecher 0 N/A 2,975 - $21,941 -
- ------------------ (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, 1999 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 8,044,800 80.62% & 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, 1999, 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 8,044,800 shares (80.62% 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, 1999 upon the exercise of stock options by Mr. Brecher. 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 reim-bursement arrangement. During the year ended April 30, 1999, the Company was reimbursed $496,000 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, 1999, 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 19, 1999 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, 1999, 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 19, 1999 9 -----END PRIVACY-ENHANCED MESSAGE-----