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, 2001 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)
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220 East 42nd Street, New York, N.Y. 10017-5891
(Address of principal executive offices) (Zip Code)
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
July 31, 2001 and Principal Occupation Since
-------------------------------------- -----
Jean Bernhard Buttner* (66). 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. (70). 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 (79). Senior Vice President and 1982
Research Chairman of the Company.
Herbert Pardes, MD (67). President and CEO of New York- 2000
Presbyterian Hospital.
Marion Ruth (66). Real Estate Executive. President, 2000
Ruth Realty (real estate broker). Director or Trustee
of each of the Value Line Funds.
Howard A. Brecher* (47). 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* (44). 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.
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(b) The information pertaining to Executive Officers is set forth in Part I under the caption "Executive Officers of the Registrant."
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, 2001, 2000 and 1999 of the chief executive officer of the Company and each of the other executive officers of the Company who were serving at April 30, 2001. The Company has 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 2001 853,092 900,000 - - 18,311
Chairman of the Board 2000 826,807 900,000 - - 20,944
and Chief Executive 1999 807,611 800,000 - - 19,777
Officer
Samuel Eisenstadt 2001 128,750 120,000 - - 15,450
Senior Vice President 2000 125,000 120,000 - - 17,500
and Research Chairman 1999 120,000 110,000 - - 16,800
David T. Henigson 2001 100,000 375,000 - - 12,000
Vice President 2000 100,000 300,000 - - 14,000
1999 100,000 242,500 - - 14,000
Howard A. Brecher 2001 50,000 295,000 - - 6,000
Vice President 2000 50,000 250,000 - - 7,000
1999 50,000 210,000 - - 7,000
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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 $1,180,000 for the year ended April 30, 2001. 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.
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 2001, 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, 2001 at April 30, 2001 (1)
Shares Acquired ----------------------- ------------------------
Upon Option Value Not Not
Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable
------------------ --------------- ----------- ----------- ----------- ----------- ------------
Howard A. Brecher 300 $2,925 2,675 -- $27,419 --
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of July 31, 2001 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 8,609,403 86.27% & Co., Inc.(1) 220 East 42nd Street New York, NY 10017 |
The following table sets forth information as of July 31, 2001, 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. 432 *
Samuel Eisenstadt 100 *
Dr. Herbert Pardes 100 *
Marion Ruth 200 *
Howard A. Brecher 2,800(2) *
David T. Henigson 150 *
All directors and executive
officers as a group (7 persons) 3,882(1)(2) *
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(1) Excludes 8,609,403 shares (86.27% 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 2,275 shares purchasable within 60 days of July 31, 2001 upon the exercise of stock options by Mr. Brecher. The options expire on March 17, 2003.
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, equip-ment and supplies and support staff pursuant to a servicing and reimbursement arrangement. During the year ended April 30, 2001, the Company was reimbursed $549,000 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.
Item 14.
3. Exhibits.
10.14 Amendment to Lease dated September 14, 2000, for the
Company's premises at 220 East 42nd Street, New York,
NY 10017-5891.
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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, 2001, 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
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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
By: s/ David T. Henigson
----------------------------
David T. Henigson
Vice President and Treasurer
Dated: August 16, 2001
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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, 2001, 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/ Dr. Herbert Pardes s/ David T. Henigson ------------------------ ---------------------- Dr. Herbert Pardes David T. Henigson s/Marion N. Ruth ------------------------ Marion N. Ruth Dated: August 16, 2001 |
Exhibit 10.14
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE (this "Amendment") is made as of the 14th day of September, 2000 between 220 NEWS LLC, a New York limited liability company, having its principal office at c/o The Witkoff Group LLC, 220 East 42nd Street, New York, New York 10017, as Landlord ("Landlord") and VALUE LINE, INC., a New York corporation, having its principal place of business at 220 East 42nd Street, New York, New York 10017, as Tenant ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord's predecessor in interest, and Tenant entered into that certain lease dated as of June 4, 1993, as the same may have been amended (the "Lease") for the leasing of a portion of the fifth (5th) floor and the entire rentable area of the sixth (6th) floor (collectively, the "Premises") in the building known as The News Building and located at 220 East 42nd Street, New York, New York;
WHEREAS, Landlord has succeeded to all of the right, title and interest of its predecessor-in-interest in and to the Lease and the Premises; and
WHEREAS, Tenant desires to surrender all of its right, title and interest in and to a portion of the Premises (such portion, the "Surrendered Premises") marked with diagonal slashes on the drawing attached hereto as Exhibit A, effective as of 11:59 p.m. September 14, 2000 (the "Surrender Date") and Landlord is willing to accept such surrender, upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto do covenant and agree as follows:
1. (a) Tenant hereby agrees to surrender to Landlord as of the Surrender Date, its interest in the Surrendered Premises and all alterations, decorations, installations, additions and improvements therein, but not furniture or other personal property removed by Tenant before the Surrender Date, with the intent and purpose that the estate of Tenant in and to the Surrendered Premises shall be wholly extinguished and that the term of the Lease as to the Surrendered Premises shall expire on the Surrender Date, subject to the terms herein. All of Tenant's furniture, fixtures or equipment which remains in the Surrendered Premises on the Surrender Date shall be deemed abandoned by Tenant and Landlord will be entitled to dispose of the same at Landlord's discretion and at Landlord's cost and expense, with no compensation to Tenant.
(b) Tenant hereby covenants that nothing has been, or will be, done or suffered by Tenant, or those under the control of Tenant, whereby the Surrendered Premises or any part thereof or the alterations, decorations, installations, additions and improvements therein or any part thereof have been, or will be, encumbered in any way whatsoever, that Tenant has, and will have, good right to surrender the same, and that no one other than Tenant has acquired, or will acquire, through or under Tenant any right, title or interest in or to the Surrendered Premises or any part thereof or in or to said alterations, decorations, installations, additions and improvements therein or any part thereof.
(c) Tenant covenants and agrees to vacate and surrender the Surrendered Premises and deliver the same to Landlord on or before the Surrender Date, time being of the essence, vacant and broom clean, in the same condition, reasonable wear and tear and casualty excepted, as of the date hereof, and free of all tenancies and/or occupants (the "Surrender Condition"). Notwithstanding anything to the contrary and at Landlord's sole election, in the event Tenant fails to deliver the Surrendered Premises to Tenant in the Surrender Condition on the Surrender Date, Landlord may elect to accept the surrender of the Surrendered Premises in its "as is" condition without waiver of its rights and remedies against Tenant hereunder and, otherwise, for the same.
(d) After Tenant's surrender of the Surrendered Premises and upon the receipt of a written request of Tenant, Landlord shall provide Tenant with access to the Surrendered Premises for the purpose of servicing, in accordance with the terms of the Lease, HVAC equipment, ductwork and all other Building equipment that provide services to the Premises (collectively, the "Building Equipment"), provided, (i) such access shall be (a) subject to the rights of the occupant(s) of the Surrendered Premises, (b) at Tenant's sole cost and expense along with all work performed with respect to Tenant's servicing of the Building Equipment (including, without limitation, all damage caused to the Surrendered Premises by Tenant as a result of said servicing) and (c) at a time mutually agreed to by Landlord, Tenant and such occupant(s), (ii) at Landlord's election, a representative of Landlord shall accompany Tenant during such access and (iii) nothing herein shall be deemed to impose responsibility on Tenant to service or repair equipment not already imposed on Tenant under the terms of the Lease.
2. The obligation of Landlord to accept this surrender is contingent upon the payment by Tenant of all fixed rent (pro-rated for a partial month) due for the Premises.
3. Effective as of the date Tenant has surrendered the Surrendered Premises to Landlord, Tenant shall have no payment or other obligations to Landlord with respect to the Surrendered Premises, except its obligation to pay to Landlord (i) all costs incurred by Landlord resulting from (a) Tenant's failure to deliver the Surrendered Premises in the Surrender Condition and (b) repairing any damage or destruction
which has occurred as a result of Tenant's vacatur of the Surrendered Premises,
(ii) all undisputed fixed rent accrued, pro-rated and not billed by the
Surrender Date and (iii) all other undisputed outstanding charges due by Tenant
not included in subsections (i) and (ii) of this Section 3. The obligations of
Tenant set forth in subsections (i), (ii) and (iii) this Section 3
(collectively, the "Obligations") shall survive the surrender of the Surrendered
Premises. Landlord and Tenant agree that Exhibit B lists certain items which
Tenant claims are not due and owing. Landlord and Tenant agree to cooperate to
restore the disputed items and Tenant shall pay to Landlord the amounts which
Landlord and Tenant mutually agree as due and owing.
4. Each party shall pay such taxes and any interest and penalties on such taxes, if any, in connection with or arising out of Tenant's surrender of the Surrendered Premises to Landlord as are imposed on such party by custom, statute or regulation, subject to any available exemptions which shall be claimed and to the terms hereof. Each party shall cooperate with each other and shall execute and deliver to the other, and if necessary, file any tax returns, reports or other documents required in connection herewith and such obligations shall survive surrender of the Surrendered Premises.
5. Upon Tenant's compliance with the terms of this Amendment, Landlord agrees to accept said surrender in accordance with the terms hereof, and in consideration of said surrender by Tenant and of the acceptance thereof by Landlord, Tenant and Landlord do hereby mutually release each other, the respective legal representatives, successors and assigns of each, of and from all claims, demands, actions or causes of actions of every kind and nature, whatsoever arising solely out of Tenant's occupancy of the Surrendered Premises, except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord and Tenant with respect to (i) the Obligations, (ii) all other outstanding obligations or liabilities incurred under the Lease with respect to the Surrendered Premises on or before the Surrender Date and (iii) the obligations of Landlord and Tenant under the Lease with respect to the Premises (excluding the Surrendered Premises), it being agreed that Tenant's right to seek from Landlord a refund of any overpayment of fixed rent and additional rent shall survive the surrender of the Surrendered Premises.
6. Effective as of the date Tenant vacates and surrenders the Surrendered Premises to Landlord:
(i) Subsections (ii) and (iii) of Section A of Article 38 of the Lease shall be deemed deleted in their entirety and replaced with the following text:
"(ii) ONE MILLION SEVEN HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED EIGHTY-FIVE DOLLARS and 00/100 ($1,766,285.00) per annum for the period beginning on the first day of the month in which occurs the fifth (5th) anniversary of the Commencement Date and to and including August 31, 2000, payable in advance in equal monthly installments of $147,190.42;
(iii) ONE HUNDRED AND FORTY ONE THOUSAND THREE HUNDRED AND NINETY THREE DOLLARS and 46/100 ($141,393.46) for the period commencing on September 1, 2000 to and including September 30, 2000, payable in advance of such period;
(iv) ONE HUNDRED AND THIRTY FIVE THOUSAND FIVE HUNDRED AND NINETY SIX DOLLARS and 50/100 ($135,596.50) for each calendar month during the period commencing on October 1, 2000 to and including August 31, 2001 payable in advance of each such calendar month;
(v) ONE HUNDRED AND THIRTY FOUR THOUSAND SEVEN HUNDRED AND SIXTY TWO DOLLARS and 38/100 ($134,762.38) for the period commencing on September 1, 2001 to and including September 30, 2001, payable in advance of such period;
(vi) ONE HUNDRED AND THIRTY THOUSAND FIVE HUNDRED AND FIFTY FIVE DOLLARS and 67/100 ($130,555.67) for each calendar month during the period commencing on October 1, 2001 to and including June 30, 2003, payable in advance of each such calendar month;
(vii) ONE HUNDRED AND THIRTY SEVEN THOUSAND AND NINETY NINE DOLLARS and 82/100 ($137,099.82) for the period commencing on July 1, 2003 to and including July 31, 2003, payable in advance of each such calendar month; and
(viii) ONE HUNDRED AND FORTY EIGHT THOUSAND NINE HUNDRED AND NINETY EIGHT DOLLARS and 30/100 ($148,998.30) for each calendar month during the period commencing on August 1, 2003 to and including the Expiration Date, payable in advance of each such calendar month.".
(ii) All references in the Lease to the terms "Demised Premises" and "Premises" (whether capitalized or lowercased) shall be deemed to exclude the Surrendered Premises.
(iii) A. Subsection (i) of Section A of Article 42 of the Lease shall be deemed deleted in its entirety and replaced with the following text:
"The term "Premises Area" shall mean 70,745 square feet.".
B. Subsection (ii) of Section A of Article 42 of the Lease shall be deemed deleted in its entirety and replaced with the following text:
"The term "Tenant's Proportionate Share" shall mean 6.4786%.".
(iv) Subsection (i)(a) of Section B of Article 61 of the Lease shall be deemed deleted in its entirety and replaced with the following text:
"c/o The Witkoff Group LLC
220 East 42nd Street
26th floor
New York, New York 10017
Attention: Mr. Steven C. Witkoff
with a copy to:
The Witkoff Group LLC
220 East 42nd Street
26th floor
New York, New York 10017
Attention James F. Stomber, Jr., Esq.".
(v) Article 63 of the Lease shall not apply to the initial leasing on or before November 15th, 2000 of the Surrendered Premises (or any portion thereof) after the Surrender Date.
(vi) Exhibit A to the Lease on which the fifth (5th) floor portion of the Premises is marked shall be deemed modified to provide that the Premises shall hereafter be as shown cross-hatched on Exhibit A hereto.
7. It is specifically understood and agreed that the submission of this Amendment to Tenant shall not be construed as an offer, nor shall Tenant have any rights with respect to this Amendment unless and until Landlord shall execute a copy hereof and deliver the same to Tenant.
8. Landlord and Tenant each represent to the other party that it has not dealt with a broker or brokers in connection with this Amendment other than Space Consulting LLC (the "Broker"). Landlord and Tenant agree to indemnify and hold the other party harmless from and against any and all claims, liabilities, obligations, costs and expenses including, without limitation, reasonable attorneys' fees arising from and/or in connection with a breach of the foregoing representation. The provisions of this Section shall survive the surrender of the Surrendered Premises. Tenant shall not be responsible for any fees due Broker in connection with this Amendment and Landlord shall be responsible for the same.
9. This Amendment may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
10. The covenants, conditions, provisions and agreements contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
11. All capitalized terms herein not otherwise defined shall have the meanings assigned thereto in the Lease.
12. Landlord and Tenant hereby ratify and confirm the terms and provisions of the Lease, as amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have respectfully executed this Amendment as of the day and year first above written.
LANDLORD:
220 NEWS LLC
By: Daily Planet LLC,
Managing Member
By: News East LLC,
Managing Member
By: s/ James F. Stomber, Jr.
James F. Stomber, Jr.
C.O.O. & General Counsel
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TENANT:
VALUE LINE, INC.
By: s/ Jean B. Buttner
Jean B. Buttner
Chairman & C.E.O.
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