-----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, LnQrSRW9iCF0DK/qNloROt/M4HVUCdKzYS/qTzYJaRTNVCbqWTBEYqPDCYCSgS79 uGbnsDw1nPxvb1QqBJk0Yg== 0001144204-10-048432.txt : 20100907 0001144204-10-048432.hdr.sgml : 20100906 20100907172647 ACCESSION NUMBER: 0001144204-10-048432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100907 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100907 DATE AS OF CHANGE: 20100907 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11306 FILM NUMBER: 101060702 BUSINESS ADDRESS: STREET 1: 220 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129071500 8-K 1 v196155_8-k.htm Unassociated Document


 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of the earliest event reported): September 7, 2010
 
Value Line, Inc.
(Exact name of registrant as specified in its charter)
         
New York
(State or Other Jurisdiction
of Incorporation)
 
0-11306
   (Commission File Number)
 
13-3139843
(I.R.S Employer
Identification No.)
 
220 East 42nd Street
 
New York, New York
 
(Address of Principal Executive Offices)
10017
(Zip Code)
 
(212) 907-1500
 
(Registrant’s Telephone Number, Including Area Code)
 
 Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 

 

On September 7, 2010 the Company issued a press release which is attached as Exhibit 99.1 and is incorporated into this Form 8-K by reference.


Item 9.01.  Financial Statements and Exhibits
 
(d)           Exhibits

Exhibit Number
Description

99.1
Press release dated September 7, 2010

 
 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
VALUE LINE, INC.                        
 
             (Registrant)  
     
       
 
By:
/s/ Howard A. Brecher                                 
    Howard A. Brecher  
    Acting Chairman & Acting Chief Executive Officer  
Date:  September 7, 2010
     
 
 
 

 
 
 
EXHIBIT INDEX
 

Exhibit Number
Description

99.1
Press release dated September 7, 2010

 
 
 

 
EX-99.1 2 v196155_ex99-1.htm Unassociated Document
Value Line, Inc.
220 East 42nd Street
New York, NY 10017
 
For Immediate Release
Contact:    
Howard A. Brecher
September 7, 2010
 
(212) 907-1500
NEWS RELEASE
   
 
Statement in Regard to Mr. Pechter and Value Line's Asset Management Business
 
NEW YORK, September 7, 2010 /PRNewswire-FirstCall/ -- (NASDAQ: VALU - News)
 
New York, NASDAQ – (VALU) Value Line, Inc., made a statement today in regard to its asset management business.  The Directors of Value Line, Inc. have reviewed a letter from Richard Pechter received by the Company’s acting Chief Executive on September 3, 2010 in which Mr. Pechter proposed to match the terms of the proposed restructuring of Value Line's asset management business approved by Value Line’s Board on July 20, 2010 and to pay $250,000 to the Company.  Mr. Pechter’s letter states that his proposal will remain valid until 5:00 p.m. on September 10, 2010.  Counsel for the Company discussed with counsel for Mr. Pechter his interest in obtaining a copy of non-public draft documentation for the transaction approved by the Board and summary financial information regarding the business.

The Company offered to provide this information  if Mr. Pechter would sign a confidentiality agreement closely paralleling those signed by the nine organizations that received confidential information earlier this year to see whether they were interested in acquiring the business.  Despite the Company’s good faith effort to accommodate Mr. Pechter throughout the Labor Day weekend, he declined to sign the proposed confidentiality agreement, so the Company has not provided the information.

The Board noted that Mr. Pechter waited for over 40 days after the Company's announcement of the restructuring approved by the Board to make a proposal even though cognizant of the limited time frame available for the Company to obtain the required approvals from the Value Line mutual fund shareholders.

The Board has also concluded that further negotiation with Mr. Pechter is not warranted, given the risk that the process of identifying and vetting substitute independent shareholder-trustees acceptable to the Board  will cause an unacceptable delay in completing a transaction prior to the SEC deadline of November 4, 2010.

Furthermore, the Board is concerned that Mr. Pechter may be more interested in waging a media campaign than in assisting the Company of which he is a shareholder and believes that he may not appreciate the nature of the "sweat equity" profits interests provided to the current manager and future shareholder-trustees of the business under the proposal approved by the Board in July.

 The Company’s Board has therefore directed that management continue to pursue the restructuring transaction described in the Company’s recent 8-Ks as planned.

About Value Line
 
Value Line, Inc. is a leading New York based publishing and investment management company. The Company believes The Value Line Investment Survey is one of the most widely read independent investment publications. Value Line also produces and publishes other proprietary investment periodicals in both print and electronic formats. The Company has copyright data, which it distributes under copyright agreements for fees including certain proprietary ranking system information and other proprietary information used in third party products, and provides investment management services to the Value Line family of no-load mutual funds and institutional and individual portfolios.

 
 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report may contain statements that are predictive in nature, depend upon or refer to future events or conditions (including certain projections and business trends) accompanied by such phrases as “believe”, “estimate”, “expect”, “anticipate”, “will”, “intend” and other similar or negative expressions, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the following:
 
·  
dependence on key personnel;
·  
maintaining revenue from subscriptions for the Company’s products;
·  
protection of intellectual property rights;
·  
changes in market and economic conditions;
·  
fluctuations in the Company’s assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors;
·  
dependence on Value Line Funds for investment management and related fees;
·  
competition in the fields of publishing, copyright data and investment management;
·  
the impact of government regulation on the Company’s business and the uncertainties of litigation and regulatory proceedings;
·  
terrorist attacks; and
·  
other risks and uncertainties, including but not limited to the risks described in Item 1A, “Risk Factors” of the Company’s Annual report on Form 10-K for the year ended April 30, 2010, and other risks and uncertainties from time to time.


 
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