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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB-A
Amendment #1
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X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-- ACT OF 1934
For the fiscal year ended September 28, 1996
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-- EXCHANGE ACT OF 1934
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Commission File Number: 0-2675
UNITED MAGAZINE COMPANY
An Ohio Corporation
I.R.S. Number: 31-0681050
5131 Post Road
Dublin, Ohio 43017
Registrant's Telephone Number: (614) 792-0777
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, Without Par Value
-------------------------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days. Yes: X No:
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of February 1, 1997, was $19,220,166. There is no active
trading market in the Registrant's shares, and this value is based upon an
agreed upon valuation for the Registrant's shares in a recent acquisition
agreement.
The Registrant's revenues for the fiscal year ended September 28, 1996
are $80,232,472.
The Registrant's number of common shares, without par value,
outstanding as of May 30, 1997 was 26,760,334. After adjustment for the
anticipated one for ten reverse split to be effective after the 1997 Annual
Meeting of Shareholders, the adjusted number of common shares is 2,676,034.
Documents Incorporated By Reference
-----------------------------------
Portions of the Registrant's Preliminary Proxy Statement dated June
1997 for the 1997 Annual Meeting of Shareholders are filed as Exhibit 99 to
this Form 10K-SB-A, Amendment #1.
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UNITED MAGAZINE COMPANY
FORM 10-KSB-A
FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 1996
INDEX
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PART I. PAGE NUMBER
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ITEM 1. - BUSINESS 1
ITEM 2. - PROPERTIES 5
ITEM 3. - LEGAL PROCEEDINGS 5
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5
PART II
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ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 6
STOCKHOLDER MATTERS
ITEM 6. - SELECTED FINANCIAL DATA 7
ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF 8
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 19
ITEM 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 42
DISCLOSURE
PART III
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ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 43
ITEM 11. - EXECUTIVE COMPENSATION 43
ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 43
OWNERS AND MANAGEMENT
ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49
PART IV
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ITEM 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND 50
REPORTS ON FORM 8-K
SIGNATURES 54
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PART I
ITEM 1. BUSINESS
United Magazine Company ("UNIMAG" or the "Company") is an Ohio corporation
which was incorporated on April 8, 1964 under the name Citizens Holding
Company. UNIMAG (the Parent) is a holding company. The operations for the year
ended September 28, 1996 were conducted through its consolidated subsidiaries
and also include the partial-year impact of the five business combinations in
the fourth quarter of 1996 more fully discussed below. The operations for the
year ended September 28, 1996 were conducted through its consolidated
subsidiaries as follows: Service News Company of Connecticut, doing business as
Yankee News Company ("Yankee") was owned for 12 months. Service News Company of
Wilmington, North Carolina ("Wilmington") was operated under a management
agreement for three months and was owned for nine months. Triangle News
Company, Inc., a Pennsylvania corporation, ("Triangle") was owned for nine
months. Reader's Choice ("RC") was owned for nine months and sold in July of
1996.
Service News Company of Connecticut, (Yankee), is engaged in wholesale
magazine, newspaper and book distribution and owns and operates four newsstands
and one bookstore.
Service News Company of Wilmington, North Carolina (Wilmington) is engaged in
wholesale magazine and book distribution.
Triangle News Company, Inc., (Triangle) is engaged in wholesale magazine,
newspaper and book distribution.
Reader's Choice (RC) was engaged in the business of managing and reporting
information on retail display allowances and collecting these allowances which
are paid by publishers to retailers.
United Magazine Company also is effecting business combinations with Michiana
News Service, Inc., a Michigan corporation ("Michiana"), The Stoll Companies,
an Ohio corporation ("Stoll"), and The George R. Klein News Co., Central News
Co., and Newspaper Sales, Inc., all Ohio corporations (collectively, "The Klein
Companies" or "Klein") , all independent magazine, book, and newspaper
("periodical") distributors.
The Company is also effecting business combinations with a number of companies
affiliated with Ronald E. Scherer ("Ronald E. Scherer"), the Company's
chairman, also engaged in wholesale periodical distribution (the "Scherer
Affiliates"): Ohio Periodical Distributors, Inc., an Ohio corporation ("OPD"),
Northern News Company, a Michigan corporation ("Northern"), Wholesalers
Leasing, Corp., a Delaware corporation ("Wholesalers"), Scherer Companies, a
Delaware corporation ("Scherer Companies") and, pursuant to the agreement with
Northern to acquire all of the stock of MacGregor News Services, Inc., a
Michigan corporation ("MacGregor"). The Company also is acquiring the stock of
Read-Mor Bookstores, Inc. ("Read-Mor"), a company managed by Scherer Companies.
Read-Mor owns six retail locations and is an insignificant acquisition.
Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates are collectively known
as the "Acquisition Parties". The Acquisition Parties in combination with the
other entities of UNIMAG are collectively known as the "Combined Company".
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Effective July 29, 1996, the Company entered into an Asset Transfer and
Exchange Agreement with Northern, pursuant to which the Company is to acquire
such of the assets of that company as are related to the wholesale distribution
of periodicals (and, pursuant to the agreement with Northern, to acquire all of
the stock of MacGregor held by Northern) in exchange for Common Stock of the
Company and Senior and Subordinated Debentures of the Company. Effective July
30, 1996, the Company entered into a Stock Transfer and Exchange Agreement with
Michiana and the shareholders of Michiana (the "Michiana Shareholders"),
pursuant to which all of the Michiana Shareholders will contribute their shares
of stock of Michiana to the Company in exchange for Common Stock of the Company
and Senior and Subordinated Debentures of the Company. Effective July 31, 1996,
the Company entered into a Stock Transfer and Exchange Agreement with Stoll and
the shareholders of Stoll (the "Stoll Shareholders"), pursuant to which all of
the Stoll Shareholders will contribute their shares of stock of Stoll to the
Company in exchange for Common Stock of the Company and Senior and Subordinated
Debentures of the Company. Effective August 1, 1996, the Company entered into
an Asset Transfer and Exchange Agreement with OPD, subsequently modified to a
Stock Transfer and Exchange Agreement, pursuant to which all of the OPD
Shareholders will contribute their shares of stock of OPD to the Company in
exchange for Common Stock of the Company and Senior and Subordinated Debentures
of the Company. Effective August 2, 1996, the Company entered into an Asset
Transfer and Exchange Agreement with Wholesalers, pursuant to which the Company
is to acquire substantially all of the assets and assume substantially all of
the liabilities of that company that are related to the wholesale distribution
of periodicals in exchange for Common Stock of the Company and Senior and
Subordinated Debentures of the Company. Effective August 2, 1996, the Company
entered into a Stock Transfer and Exchange Agreement with Scherer Companies and
the shareholders of Scherer Companies (the "Scherer Shareholders"), pursuant to
which the Scherer Shareholders will contribute their shares of stock of Scherer
Companies to the Company in exchange for Common Stock of the Company and Senior
and Subordinated Debentures of the Company. Effective September 14, 1996, the
Company entered into a Stock Transfer and Exchange Agreement with Klein and the
sole shareholder of Klein (the "Klein Shareholder"), pursuant to which the
Klein Shareholder will contribute his shares of stock of Klein to the Company
in exchange for Common Stock of the Company and Senior and Subordinated
Debentures of the Company.
Each of these transactions has been or is expected to be closed into escrow
pending a favorable vote of the shareholders of the Company on each of these
transactions. If the shareholders vote in favor of the acquisitions at the
Annual Meeting of Shareholders, then closing documents will be released from
escrow and the transactions will be consummated. Ronald E. Scherer, chairman of
the Company, OPD, which is controlled by Ronald E. Scherer, and R. David
Thomas, another significant shareholder of the Company, have each agreed to
vote their shares in favor of the transactions with Stoll, Michiana, Klein and
the Scherer Affiliates. Together these shareholders are entitled to vote more
than 50% of the stock of the Company. Since approval of the transactions is
assured and the Company had effective control over the operations of the
Acquisition Parties, their financial information has been included in the
consolidated financial statements of the Company beginning on July 31, 1996
(September 14, 1996 for Klein).
UNIMAG also owns three inactive subsidiaries. Sportstuff Marketing, Inc. (SSM)
was a wholesale distributor of sports apparel products and operated one sports
apparel retail outlet. Team Logos Sportstuff, Inc. (TLSI) previously owned and
operated sports apparel retail stores. UNIMAG I, Inc. (UNIMAG I), a
wholly-owned subsidiary of TLSI, previously held certain intangible assets
related to the franchise operations of TLSI. Imperial News Co., Inc.
(Imperial), previously engaged in the wholesale magazine and book distribution
business, has been in bankruptcy since 1991, and has no material assets.
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1. BUSINESS OF SERVICE NEWS COMPANY OF CONNECTICUT (YANKEE)
UNIMAG's wholly-owned subsidiary, Service News Company of Connecticut (Yankee)
acquired the operating net assets of Yankee from MDI, L.P. on May 24, 1993.
Yankee is headquartered in a 34,000 square foot facility leased for
approximately $96,000 per year, located in Waterbury, Connecticut. From this
facility Yankee distributes magazines, books, newspapers and various sundry
items to retailers who sell to customers in the Connecticut market. Yankee also
operates four retail "Newsrack" outlets which sell magazines, newspapers, and
related products and operates one retail bookstore. During fiscal 1995 Yankee
generated approximately 99% of UNIMAG's net sales, and during fiscal 1996
Yankee generated approximately 33% of net sales during twelve months of
operations.
2. BUSINESS OF SERVICE NEWS COMPANY OF WILMINGTON
Service News Company of Wilmington (Wilmington), acquired on January 13, 1996,
is headquartered in a 20,000 square foot facility located in Wilmington, North
Carolina. From this location, Wilmington distributes magazines, books and
various sundry items to retailers who sell to customers primarily in eastern
North Carolina. During fiscal 1996 Wilmington generated approximately 7% of
UNIMAG's net sales during nine months of operations.
3. BUSINESS OF TRIANGLE NEWS COMPANY, INC.
Triangle News Company, Inc. (Triangle), acquired on January 23, 1996, is
headquartered in a 62,400 square foot facility located in Pittsburgh,
Pennsylvania. From this location, Triangle distributes magazines, newspapers,
books and various sundry items to retailers who sell to customers in western
Pennsylvania, West Virginia, and eastern Ohio. During fiscal 1996 Triangle
generated approximately 22% of UNIMAG's net sales during nine months of
operations.
4. BUSINESS OF MICHIANA, STOLL, KLEIN, READ-MOR AND SCHERER AFFILIATES
The business of Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates is the
wholesale distribution of magazines, books, newspapers and various sundry items
and the operation of related retail locations throughout the Midwest and
predominately in Ohio, Michigan, and Indiana. This business is described in
greater detail in the Company's Proxy Statement for the 1997 Annual Meeting of
Shareholders. During fiscal 1996 these companies generated approximately 37% of
UNIMAG's net sales during the periods of their ownership.
5. BUSINESS OF READER'S CHOICE, INC. (RC)
Reader's Choice, Inc. (RC), established in October, 1984, was acquired on April
11, 1995 and sold during July of 1996 . RC was engaged in the business of
managing and reporting information on retail display allowances and collecting
these allowances which were paid by publishers to retailers. For these
management services RC received a percentage of the allowances collected on
behalf of the retailers. The operations of RC were not significant, and the
sale did not have a material effect on the Company.
6. BUSINESS OF SPORTSTUFF MARKETING, INC.
Sportstuff Marketing, Inc., established in March, 1993, was engaged in the
wholesale distribution of sports apparel merchandise and services, primarily to
major grocery and pharmaceutical chains. In March, 1995, SSM ceased all
wholesaling of sports apparel merchandise. SSM is currently inactive.
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7. BUSINESS OF TEAM LOGOS SPORTSTUFF, INC. AND UNIMAG I
Team Logos Sportstuff, Inc. (TLSI) and its subsidiary UNIMAG I, both
established in July, 1992, were engaged in the business of owning and
franchising retail sports apparel stores throughout the country. During the
fiscal year ended October 2, 1993 TLSI closed all remaining retail locations,
and UNIMAG I deactivated its franchising operations. The closing of the
TLSI-owned retail stores resulted in TLSI owing vendors approximately
$1,400,000 in trade payables. Since that time, TLSI has reached settlement
terms with most vendors and is currently inactive except for the winding down
of final business activities.
8. ADDITIONAL INFORMATION
Additional information is incorporated by reference from the sections entitled
"The Company and the Combined Company -- Business, Combined Revenues,
Employees, Products, Suppliers and Pricing, Distribution Systems, Marketing and
Sales, the SMARTS System, Customers and Competition" contained in the Company's
Preliminary Proxy Statement filed in June 1997 for its 1997 Annual Meeting of
Shareholders which is filed as Exhibit 99 to this Form 10-KSB-A.
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ITEM 2. PROPERTIES
Additional information on the Company's properties is incorporated by reference
from the section entitled "The Company and the Combined Company -- Facilities"
contained in the Company's Preliminary Proxy Statement filed in June 1997 for
its 1997 Annual Meeting of Shareholders which is filed as Exhibit 99 to this
Form 10-KSB-A.
ITEM 3. LEGAL PROCEEDINGS
See Note 13 of the United Magazine Company consolidated financial statements as
of September 28, 1996 included in Item 8 of this report which is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of the 1996 fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
A. PRICE RANGE OF COMMON SHARES OF UNIMAG
The common shares of UNIMAG were previously traded in a very limited local
over-the-counter market. However, there is currently no established public
trading market for this class of common equity, which is the only class of
equity securities of the Company. During the fiscal year 1996 the Company had
transactions at the following prices, all at values before the anticipated one
for ten reverse split to be effective after the 1997 Annual Meeting of
Shareholders. The 100,000 shares issued in connection with the Pittsburgh
(Triangle) transaction in January of 1996 were valued for accounting purposes
at $.91 per share. All of the shares to be issued in connection with the
acquisition of Michiana, Stoll, Scherer Affiliates and Klein were valued in the
acquisition agreements at $1.50 per share. The shares to be issued to MDI,
under terms of the Company's agreement were valued in the agreement at $1.00
per share through June 28, 1996 and were valued at $1.50 per share after June
28, 1996. The foregoing should not be taken as an indication of the value of
the shares or the price at which the Company's shares may be purchased or sold
should a trading market develop or should a holder desire to sell shares
through other means.
B. SHAREHOLDERS
As of May 30, 1997, UNIMAG had 2,886 shareholders of record.
C. DIVIDENDS
There were no dividends declared or paid by UNIMAG during fiscal years 1996 or
1995. The Company does not anticipate declaring or paying a dividend in the
foreseeable future, and it expects to use future available funds for the growth
and development of the business.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data of UNIMAG should be read in
conjunction with UNIMAG's consolidated financial statements and notes thereto
(see Item 8). All per share data reflects the anticipated one for ten reverse
split effective at the Annual Meeting of Shareholders.
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UNIMAG Fiscal Year Ended
(in 000's except gain
(loss) per share) 1996 (1) 1995 (2) 1994 (3) 1993 (4) 1992 (5)
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Consolidated income
statement data:
Net sales $80,232 $24,562 $24,687 $10,857 $2,315
Income(loss)from
continuing operations
before taxes and extra-
ordinary items $(6,388) $1,864 $(892) $(6,511) $(3,678)
Weighted average
shares outstanding 3,226 2,390 2,151 2,064 1,738
Net income (loss) per
share from continuing
operations before extra-
ordinary items $(1.98) $.78 $(.41) $(3.15) $(2.12)
Consolidated balance sheet data:
Total assets $251,371 $12,334 $8,502 $9,753 $10,436
Long-term debt
obligations $64,401 $138 $688 $400 $1,211
Stockholder's Equity per share
including putable shares $9.33 $2.25 $.02 $.19 $3.17
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(1) Includes Yankee for a full year, Readers Choice from September 29, 1995
through June 30, 1996, UNIMAG's investment in Wilmington from September 29,
1995 through December 30, 1995, Wilmington's operations from December 31, 1995
through September 28, 1996, Pittsburgh's operations from December 31, 1995
through September 28, 1996, the operations of Michiana, Stoll, Read-Mor and
Scherer Affiliates from July 28, 1996 through September 28, 1996 and Klein
operations from September 14, 1996 through September 28, 1996.
(2) Includes Reader's Choice, Inc. from April 11, 1995 through September 30,
1995, UNIMAG's investment in Wilmington from April 5, 1995 through September
30, 1995, and other subsidiaries for a full year.
(3) Includes all then-existing subsidiaries for a full year.
(4) Includes TLSI for a full year; SNC doing business as Yankee News Company
from May 24, 1993 to October 2, 1993; SSM from March, 1993 to October 2, 1993;
CRI through March 12, 1993; and SNC's investment in MDI L.P. through May 24,
1993.
(5) Includes a full-year of CRI and SNC's Investment in MDI L.P. and two months
of TLSI.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS OF UNIMAG FOR THE YEARS ENDED SEPTEMBER 28, 1996 AND
SEPTEMBER 30, 1995
INTRODUCTION
The Company, through its subsidiaries, currently operates wholesale
periodical distribution operations primarily in central Connecticut, eastern
North Carolina, and western Pennsylvania. Additionally, through the recent
pending Acquisitions, the Company has added to its current operations the
wholesale periodical distribution operations of Stoll, which distributes
primarily in central Indiana, northwestern Ohio and southern Michigan, the
wholesale periodical distribution operations of Michiana, which distributes
primarily in southern Michigan, northern Indiana and western Ohio, the
wholesale periodical distribution operations of Klein, which distributes
primarily in northern Ohio, and the wholesale periodical distribution
operations of OPD, MacGregor, Northern, Wholesalers and Scherer Companies,
which distribute in central and southern Ohio and northern Michigan. The
Company also acquired and operates retail bookstores in connection with these
operations.
Following the proposed transactions, the Combined Company will emerge
as the dominant wholesale periodical distribution company in Ohio, Indiana,
Michigan and western Pennsylvania, with an estimated market share for that
region of greater than 50%. This market dominance is expected to strengthen the
Acquisition Parties' existing relationships with customers and suppliers and to
enable the Combined Company to successfully compete with other regional
wholesalers for major retail accounts.
BACKGROUND
The periodical wholesale distribution industry has undergone
significant consolidation during the past year. Prior to this period of
consolidation, wholesale periodical distributors historically operated in
defined geographic territories without much competition from other wholesalers
due to the difficulty and cost of distributing in another wholesaler's
territory. Within the past year, large retailers have begun to consolidate
vendor relationships with larger suppliers so that the retailers are acquiring
periodicals from one or a few wholesalers for all of their retail locations
rather than from separate wholesalers in each geographic area where a retail
location is based. As a result, the industry has rapidly evolved from a
supplier based push distribution system to a consumer based pull allocation
system. This has resulted in a smaller number of wholesalers distributing
within many geographic locations and in more direct competition for retail
business. As a result, a number of small wholesalers have been unable to remain
in business. Gross margins have decreased as more price competition has
occurred, and a number of wholesalers are affiliating or otherwise
consolidating their operations to reduce duplicative operating expenses to
compete effectively for large retail accounts while providing additional
value-added services to the retailers.
The wholesale periodical distribution industry is poised for
additional significant consolidation over the next few years. Management
believes that the consolidation of the Company and the Acquisition Parties will
significantly reduce both fixed and variable costs once the consolidation of
operations is complete. It is anticipated that these cost reductions will act
to offset decreasing margins and greater pricing pressures and will increase
the ability of the enterprises comprising the Combined Company to compete more
effectively.
Although there are currently approximately 60 wholesalers who are
marketing periodicals in the United States, management believes that, within
five years, the wholesale periodical distribution industry
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may be dominated by fewer than ten companies across the United States as
smaller, local wholesalers continue consolidating with larger and financially
stronger regional wholesalers. As a result of these continued consolidation
trends, management believes that some additional acquisition opportunities will
become available over the next 12 to 24 months. Management believes that the
anticipated size of the Combined Company will permit it to take advantage of
these acquisition opportunities better than the Company alone would otherwise
be able to accomplish.
INDUSTRY OVERVIEW
The $4 billion wholesale periodical distribution industry in North
America is comprised of approximately 60 regional and local wholesalers
operating out of approximately 300 distribution locations. Management believes
that these 60 wholesalers account for approximately 97.5% of all magazines
purchased by consumers in retail outlets such as newsstands, drug stores,
convenience stores, discount variety stores and grocery stores. The wholesale
periodical distribution industry is highly fragmented and regionalized.
However, there has been significant consolidation activity driven by major
retailers' desire to consolidate their vendor relationships and by the desire
of many local wholesalers to take advantage of the favorable economics
available to larger regional wholesale organizations by consolidating with
neighboring wholesalers.
It is estimated that the five largest wholesaler groups in the country
account for approximately 60% of magazine sales and the ten largest account for
approximately 80%. In addition to these ten large wholesalers, there are
approximately 50 small and mid-size independent wholesalers making up the
balance of the markets served in the United States.
Based upon industry information, management of the Company believes
that the wholesale periodical distribution industry has grown approximately
five percent (5%) per year for the last several years. Management believes that
the continued growth of the industry depends upon the following factors:
1. The magazine publisher's ability to continue to provide newsworthy or
entertaining publications to consumers;
2. The publishers' and wholesalers' ability to maintain a profit
structure appealing to the retailers;
3. Improvement in the efficiency and accuracy of product allocation to
capitalize on the impulse nature of the purchase decision and to optimize
sales; and
INDUSTRY TRENDS
Historically, the wholesale periodical distribution industry has not
been characterized by significant competition. Because publishers and retailers
have recognized the favorable economics of local distribution, they have
supported the exclusive territories that have evolved over time, minimizing
competition from neighboring local or regional wholesalers. Recently, however,
these barriers have begun to break down leading to a more competitive
environment as a result of the following trends:
o Vendor Consolidation Efforts of Large Retailers. Many national
retailers such as Wal-Mart have begun consolidating the number of suppliers
from which they purchase in an effort to streamline their purchasing process.
This change in purchasing behavior has been driven, among other reasons, by the
retailers' demands for chain-wide or divisional billing to minimize their
administrative costs, by standardization of improved service levels, and by an
opportunity to improve profitability. This trend has begun to eliminate the
traditional regional barriers that have existed in the industry for decades and
has shifted the emphasis of the wholesaler/retailer relationship from the local
level to the corporate or regional level.
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Although a regional wholesaler can, in the short run, increase sales by
establishing a relationship with a large retailer, it becomes more difficult
for that wholesaler to service far reaching locations of the large retailers in
a profitable manner. Consequently, the regional wholesaler must unite with the
local or other regional wholesalers serving those far reaching territories
either through joint ventures or consolidations in order to optimize delivery
efficiency and long term profitability.
o Industry Consolidation. The industry recently has undergone
considerable consolidation for several reasons. Because they must operate under
the constraints of a price ceiling established by the publishers, successful
wholesalers have concentrated on cost cutting measures in order to remain
competitive. Through mergers and consolidations with competitors in neighboring
regions, local wholesalers have been able to achieve significant cost savings
and economies of scale in their distribution operations by consolidating
distribution plants and eliminating redundant overhead.
o Marketing Initiatives with Retailers. As "direct store delivery"
vendors, periodical wholesalers are responsible for determining the most
effective way to market their products in a particular retail location.
Wholesalers' merchandising decisions typically rely upon information derived
from knowledge of buying habits of consumers, distribution and return records
by title and issue of each magazine, and other related information for each
retail location. This historical information is kept in a database known as
"Order & Regulation Records" which is owned and maintained by the wholesaler.
It enables the wholesaler to electronically monitor and evaluate the historic
distribution information for greater efficiency and profit.
o Technology Initiatives with Retailers. In addition to maintaining
Order & Regulation Records, the most successful wholesalers, including the
Company, have used other tools to work with retailers to increase sales and
profitability of periodicals. These include "Electronic Data Interchange" and
"Efficient Consumer Response". Electronic Data Interchange uses bar codes and
UPC codes in conjunction with sophisticated scanning systems to track the
movement of periodicals between the wholesaler and retailer as well as control
the billing process throughout the distribution chain. Efficient Consumer
Response is a real time analysis tool that assists the wholesaler in tracking
the retailers' periodical sales within a given month. It enables the wholesaler
to manage the allocation of products within a given month and replenish or
re-deploy in store inventory where needed.
o Process Automation. The periodical distribution process involves a
significant amount of labor for activities such as sorting, scanning, loading
and unloading trucks and shredding returned periodicals. Consistent with such a
business model, labor costs represent one of the largest operating expenses of
most wholesalers. In an effort to reduce overhead expenses, wholesalers have
increasingly sought to automate the handling of the magazines they distribute
through the acquisition and development of more sophisticated and integrated
machinery and equipment.
o Department of Justice. There has been an investigation of the magazine
distribution industry by the Antitrust Division of the U.S. Department of
Justice. The investigation originated in the Northwest Office of the U.S.
Department of Justice in Cleveland, Ohio. The complete nature, target, and
focus of the investigation is unclear. To the knowledge of management, none of
the Acquisition Parties has been identified as a target of the investigation.
Each of the wholesaler Acquisition Parties has provided documents, and some of
them have provided deposition testimony. The current status of the
investigation is not known.
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FINANCING ARRANGEMENTS
Each of the Exchange Agreements contemplates that stock or assets of
the various Acquisition Parties will be contributed to the Company in exchange
for Common Stock of the Company, valued at $1.50 per share (pre-split), and for
Senior and Subordinated Debentures. The Company has entered into a Debenture
Agreement (the "Debenture Agreement") with the Stoll Shareholders, the Michiana
Shareholders, the Klein Shareholder, the OPD Shareholders, the Scherer
Shareholders and the Scherer Affiliates pursuant to which the Debentures are
being issued. In addition, the Company will issue a $4,500,000 Subordinated
Debenture and a cash payment of $500,000 in exchange for a $5,000,000 note
owned by OPD to KDR Limited, an Ohio limited liability company whose owners
include R. David Thomas, a principal shareholder of the Company, and R. L.
Richards, a director nominee. In connection with this transaction R. David
Thomas will purchase an additional $500,000 of common stock. The Company also
intends to issue $242,211 of Senior Debentures and $94,594 of Subordinated
Debentures in connection with the acquisition of Read-Mor.
The Senior Debentures are designated as "8% Senior Debentures Due
2002", mature on January 1, 2002, and bear interest at the rate of 8% per annum
from July 1, 1996, provided, however, that Senior Debentures issued pursuant to
the Klein Exchange Agreement will begin to accrue interest from August 24,
1996. Interest is payable quarterly on January 1, April 1, July 1 and October
1, commencing on the date of final closing of a particular acquisition.
Principal on the Senior Debentures will be paid quarterly on each interest
payment date in accordance with the schedule and priority set forth in the
Debenture Agreement, commencing on April 1, 1997.
The Subordinated Debentures are designated as "10% Subordinated
Debentures Due 2004", mature on January 1, 2004 and bear interest at the rate
of 10% per annum from July 1, 1996, provided, however, that Subordinated
Debentures issued pursuant to the Klein Exchange Agreement will begin to accrue
interest from August 24, 1996. Interest is payable quarterly on January 1,
April 1, July 1 and October 1, commencing on the date of final closing of a
particular acquisition. Principal on the Subordinated Debentures is to be paid
quarterly on each interest payment date in accordance with the schedule and
priority set forth in the Debenture Agreement, commencing on April 1, 1999.
The Debenture Agreement pursuant to which the Senior and Subordinated
Debentures are being issued to the Acquisition Parties requires the Company to
use its best efforts to refinance the Senior Debentures, which are expected to
aggregate approximately $39,920,000. In connection with such refinancing, the
Company has engaged Bank of Boston as financial advisor to the Company's Board
of Directors. Bank of Boston has been requested to provide fee based services
in connection with the development of a financing restructuring for the
transactions and with the related placement of debt and/or equity securities.
The Company has had discussions with several different entities, introduced to
the Company by Bank of Boston, interested in providing such financing. The
Company has received a signed letter of intent from Bain Capital, Inc. to
provide such financing, subject to certain terms and conditions and subject to
due diligence; however, the Company has not received a final financing
commitment nor reached a final agreement regarding such financing.
The Company also plans to restructure existing Company and Acquisition
Parties bank and third party debt and to consolidate banking relationships. The
Company further plans to expand bank lines of credit to support working capital
and other requirements of the Combined Companies. The Company has had
discussions with several different entities interested in providing such
financing to the Combined Companies. At present, the Company has not entered
into any new debt and/or equity placements through the Bank of Boston or
through any other financial adviser in connection with the transactions.
11
<PAGE> 14
REVIEW OF OPERATIONS
The results of operations for 1996 are not indicative of results from
prior years, nor are the results for 1996 indicative of the future. 1996 was a
unique transition year which featured industry wide consolidations, declines in
gross margin as a percent of revenue, and increases in payroll costs related to
increased levels of service. In addition, UNIMAG had only one operating entity,
Yankee, reporting for the entire 12 months of fiscal 1996. In addition, UNIMAG
reported operations for nine months for Wilmington, Pittsburgh and Readers
Choice, two months for Michiana, Stoll, Read-Mor and Scherer Affiliates, and
two weeks for Klein.
The revenue for the Combined Company for the various periods of
operations reported for each of the entities in 1996 was $80,232,472, an
increase of 227% over 1995 revenue. This increase is primarily attributable to
the inclusion of revenues from the acquisition parties' companies during 1996
for the periods included in the preceding paragraph.
In markets serviced by the Combined Company, the business of certain
large retail chains such as WalMart and K Mart was lost early in calendar 1996.
However, the Company obtained increases in new business from chains previously
serviced by other wholesalers not part of the Combined Company. Other increases
in new business came from the increased use of high impact marketing programs
in large retail customer locations. On a pro-forma basis the revenues of UNIMAG
increased by 1.4% from 1995 to 1996.
The most significant development during 1996 was the reduction in
revenue from existing chain customers where new discounts, rebates and
amortization of signing bonuses caused an approximate 5% reduction in revenue
without a corresponding reduction in the related cost of the products for
equivalent numbers of magazines sold. As a result the Company realized less
revenue per comparable magazine sold in 1996 versus 1995.
As a result of these reductions in revenue, the gross margin, as a
percentage of revenue, declined from 27.0 % in 1995 to 24.9% in 1996. This
trend was not unique to UNIMAG, as it was representative of changes throughout
the entire industry in 1996. The 2.1% decline in gross margin was attributable
almost totally to the discounting and rebating changes during 1996. The cost of
product to UNIMAG, as a percentage of the retail price to the customer,
remained relatively constant.
Selling, general and administrative expenses, as a percent of revenue,
increased by 1.5% to 27.7% in 1996 versus 26.2% in 1995. Included in this
increase was administrative cost increases in 1996 over 1995 of $1,049,000 for
legal and accounting expenses. Payroll expenses, the largest operating expense
component, increased in 1996 over 1995 as a result of increased in-store
service for the large retail customers. This increase in in-store service cost,
created by commitments under contract by the Company to increase the levels of
service to the retailers and to assume certain product management functions
previously performed by the retailer, also was representative of changes
occurring in the industry. The reduction in revenue from discounts, rebates and
amortization during 1996 reduced the comparative revenue base. Without this
reduction in revenue, the selling, general and administrative percent would
have been 26.9% instead of the 27.7% amount.
Depreciation and amortization expense increased due to the
depreciation of fixed assets acquired and to the amortization of goodwill
relating to the several business combinations in 1996. The acquisition of
Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates was accounted for using
purchase price accounting. Accordingly, goodwill was created in the amount of
$17,083,000 for Michiana, $50,173,000 for Stoll, $33,290,000 for Klein,
$789,000 for Read-Mor and $39,631,000 for Scherer Affiliates. This
12
<PAGE> 15
goodwill is being amortized over 40 years with 1996 amortization of two months
for Michiana, Stoll, Read-Mor and Scherer Affiliates and two weeks for Klein.
All of these changes resulted in an increase in the net loss from
operations to 6.1% of revenue in 1996 compared to 3.4% in 1995.
The acquisition of Michiana, Stoll, Klein, Read-Mor and Scherer
Affiliates is being financed by the issuance of Common Stock of the Company, 8%
Senior Debentures in the aggregate amount of $39,920,000 and 10% Subordinated
Debentures in the aggregate amount of $18,560,000. These debentures accrue
interest from July 1, 1996 for Michiana, Stoll, Read-Mor and Scherer Affiliates
and from August 24, 1996 for Klein. This increased interest expense for 1996 by
approximately $664,000. In addition, the Company incurred a noncash interest
charge of $525,000 for the accretion of shares subject to put agreements.
Because of the loss for the year and because of loss carryforwards,
UNIMAG had no federal income tax expense for 1996. The Company has a net
operating loss (NOL) of approximately $47,000,000 at September 28, 1996;
however, the Company has not recognized any benefits from that NOL through
1996.
The calculation of earnings per common share and weighted average
number of shares outstanding includes the shares to be issued for Michiana,
Stoll, Klein, Read-Mor and Scherer Affiliates for the periods determined under
the respective agreements. In addition, the calculation of earnings per share
reflects the one for ten reverse split to be submitted to the Shareholders for
approval at the 1997 Annual Meeting of Shareholders. The effects of the one for
ten reverse stock split have been included as two shareholders holding more
than 50% of the shares of Common Stock of the Company have agreed to vote in
favor of the split.
LIQUIDITY
The Company measures its liquidity primarily in Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA). However, EBITDA should
not be considered as an alternative to net income or as an indicator of cash
flows generated by operating, investing or financing activities.
EBITDA for 1996 was $(2,277,000) versus $2,741,000 for 1995. The 1996
EBITDA was impacted negatively by the gross margin and payroll pressures during
the period of ownership, and the Company delayed the implementation of expected
consolidation synergies with the acquisition companies during the initial
periods of ownership until final consolidation plans could be made.
The 1995 EBITDA was increased by $3,017,000 for non recurring
favorable lawsuit settlements and for other favorable debt settlements related
to a now inactive subsidiary. On January 26, 1995 UNIMAG reached final
settlement of the lawsuit against Prudential Insurance Company of America and
two of its affiliates. As part of the settlement UNIMAG received $3,000,000,
less related professional fees of $648,000. The $2,352,000 net settlement was
included in the "other income" and increased the Company's liquidity by a
corresponding amount. UNIMAG then used part of the settlement proceeds to
negotiate payments to vendors of Team Logos Sportstuff, Inc., an inactive,
wholly-owned subsidiary, in final settlement of liabilities to those vendors.
These settlements of vendor accounts payable resulted in $665,000 of other
income during 1995.
At September 28, 1996 the Company had current liabilities of
$116,474,000 and current assets of $71,291,000 for a working capital deficit of
$45,183,000. Included in the $45,183,000 is $6,207,000 of related party debt,
and it is anticipated that $4,500,000 of that will be converted to long-term
debt. The
13
<PAGE> 16
Company also has $4,470,000 in current debt and accrued interest related to
debentures issued to the Acquisition Parties. The Company is reviewing
refinancing alternatives for this debt. The Company also plans further
reductions in current liabilities by refinancing of current debt and an
infusion of additional working capital using longer term debt or new equity.
The Company anticipates improvements in EBITDA in fiscal 1997 versus
1996 due to reductions in selling, general and administrative expenses through
consolidation synergies. The Company does not anticipate any further declines
in gross margins and has identified some opportunities for recovery of some of
the lost margin in the latter part of fiscal 1997.
The acquisition transactions of the Company since June 30, 1996 have
added $141 million of goodwill to the Company's assets and $58.5 million of
Senior and Subordinated Debentures to the Company's liabilities. On an annual
basis the Company anticipates future amortization of approximately $3,524,000
for this goodwill and initial annual interest of approximately $5,050,000
related to these transactions.
Certain recent developments have had an adverse effect on the
Company's short-term liquidity. At September 28, 1996 the Company has current
liabilities in excess of current assets of approximately $45 million. Through
its acquisitions, the Company has banking relationships with several banks;
however, the Company is seeking to consolidate its borrowing and increase its
borrowing capacity with one or more large financial institutions following the
Annual Meeting of Shareholders. Because of the delays in the final closing of
the acquisition transactions, certain of the acquisition companies are in
default with their loans, and one of the acquisition companies has an
outstanding obligation to the Internal Revenue Service of approximately $1.2
million. It is anticipated that the bank defaults will not be cured until after
the expected refinancing following the Annual Meeting of Shareholders.
Obligations in default have been classified as current liabilities in the
accompanying financial statements.
The Company is pursuing several alternative forms of additional
financing. This additional financing includes approximately $40 million to
refinance the Senior Debentures and an approximate $25 million line of credit
to consolidate present bank borrowings and to provide additional working
capital. This financing alternative cannot be finalized until after the
Company's Annual Meeting of Shareholders and there is no assurance that the
Company will be able to secure this financing.
The Company has a history of operating losses; however, the losses in
1992 through 1994 were from operations unrelated to the periodical wholesale
distribution industry. The Company's Connecticut wholesale operations have
operated profitably since 1993. The prior annual financial statements of
Michiana, Stoll, Scherer Affiliates and Klein (the fourth quarter acquisitions)
indicates profitable operations as family businesses through 1995. During 1996
with the increased levels of competition the entire industry experienced
reductions in profitability due to margin reduction and increased costs of
providing higher levels of customer service.
The Company plans to return to historical industry profit levels by
the end of 1998. Through the consolidation of the geographically contiguous
acquisitions, management expects the combined company to achieve considerable
cost savings and operating efficiencies through the elimination of redundant
overhead and the consolidation of overlapping markets and facilities. Duplicate
administrative and distribution functions are being eliminated, and the costs
and benefits of technology are being spread over a larger customer base.
Additionally, management expects that the consolidation of the businesses of
the Company and the Acquisition Parties should increase purchasing power and
the ability to negotiate favorable quantity discounts with publishers and
national brokers. UNIMAG's pro
14
<PAGE> 17
forma annual sales for 1996 are $281 million which management believes makes
UNIMAG the fifth largest periodical wholesaler in the country based on
published sales volumes.
During the latter part of 1996 the Company began to consolidate its
distribution operations with a corresponding reduction in general and
administrative expenses. The Company will continue these consolidation efforts
in 1997 with further expense reductions from operating synergies. During 1997
the Company plans to increase revenue per customer by the implementation of
proven high impact marketing in all newly acquired locations and by utilization
of the Company's proprietary SMARTS system for more efficient and targeted
distribution of product. The Company also is engaged in negotiations with the
publisher for better pricing.
During 1997 the Company anticipates improved cash flow. In 1996,
signing bonuses were paid to certain customers to secure multi-year contracts.
In many cases, these contracts covered a period of three years. Hence, cash
outflows will be substantially less in 1997. In addition, the Company expects
that its requirements for capital expenditures will not be significant. Through
route consolidations and greater use of in-store service personnel, the Company
anticipates minimal increases in its delivery fleet. The Company does
anticipate additional capital expenditures for store fixtures; however, these
increases in fixtures have historically generated enough additional revenue and
gross margin to pay for the fixtures cost within one year.
The Company also is engaged in an effort to reduce the average days
outstanding of current accounts receivable and has negotiated with suppliers
for more favorable payment terms on vendor payables.
In summary, the Company believes that its current strategic plan will
produce a new financial partner and positive cash flow. There can be no
assurance that this plan will succeed. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.
CASH FLOWS - OPERATING ACTIVITIES
During 1996 the Company experienced a decline in net cash provided
from operations of $(3,402,000) from $2,084,000 in 1995 to a deficit of
$(1,318,000) in 1996. The 1996 deficit is due primarily to the net loss of
$6,388,000 for 1996; however, the Company also paid $2,002,000 to retailers in
net long term prepaid signing bonuses still to be amortized over the lives of
the contracts. Both accounts receivable and accounts payable increased by
approximately $2,000,000. Other significant increases in cash flow from
operations included depreciation and amortization of $2,513,000 and an increase
in accrued liabilities, primarily related to legal and accounting expenses, of
$3,034,000. During 1995 the cash provided from operations was attributable
primarily to the Prudential settlement. As discussed above, the Company is
seeking financing to address its working capital deficiencies.
CASH FLOWS - INVESTING ACTIVITIES
The Company spent $1,066,000 in 1996 for capital expenditures,
primarily for vehicles and retail display fixtures. The acquisition
transactions did not require the spending of any significant amounts for
additional capital expenditures since the acquired companies had adequate
investments in capital assets. During 1995 the Company spent $153,000 for
capital expenditures, purchased Readers Choice, Inc. for $495,000 and loaned
Wilmington $500,000 in connection with a purchase option.
15
<PAGE> 18
CASH FLOWS - FINANCING ACTIVITIES
During 1996 the Company borrowed $4,352,000 under debt obligations.
The Company made payments of $1,724,000 under debt obligations for a net cash
provided of $2,628,000. During 1995 the Company issued common stock subject to
put agreements for $482,000, borrowed $125,000 and repaid $1,393,000 of debt
obligations.
CAPITAL RESOURCES
Through its acquisitions the Company has banking relationships with
several banks; however, the Company is seeking to consolidate its borrowing and
increase its borrowing capacity with one or more large financial institutions
following the Annual Meeting of Shareholders. See the discussions of "Financing
Arrangements" and "Liquidity" above.
CAPITAL REQUIREMENTS
During 1997, the Company expects that its requirements for capital
expenditures will not be significant. Through route consolidations and greater
use of in-store service personnel, the Company anticipates minimal increases in
its delivery fleet. The Company does anticipate additional capital expenditures
for store fixtures; however, these fixture increases have historically
generated enough additional revenue and gross margin to pay for the fixture
costs with one year.
OPERATIONAL MEASURES
The receivables of the Company and its Acquisition Parties increased
during 1996 due to an increase in payment time periods by certain large
retailers. This increase in receivables caused a corresponding increase in
trade payables. The Company is engaged in collection efforts to reduce the
number of days outstanding of receivables. In addition, through the Company's
SMARTS system and related inventory management and purchasing consolidation
efforts, the Company anticipates reducing the amount of inventory and the
related vendor payables for a given level of revenue.
OPERATING SYNERGIES
The acquisition transactions will enable the Combined Company to
successfully leverage its investment in its sophisticated and proprietary
SMARTS System (which stands for Sales Magazine Analysis React Transmit System),
acquired from the Scherer Affiliates, for more efficient product allocation and
higher per store revenue. The SMARTS System develops a Distribution Rate Base
("DRB") which is used by publishers to reach targeted customer growth. The
Company charges for the use of the DRB information, and this offsets the cost
of higher levels of service and the use of improved technology. Management
believes that, as the Combined Company continues to expand, the SMARTS System,
which provides a unique competitive advantage, will improve same store revenue
as it is introduced to new retail locations and will provide a critical
competitive advantage over other regional wholesalers in obtaining important
new accounts.
In addition to the proprietary SMARTS System, the Combined Company's
current and future high impact marketing programs provide an important
competitive advantage by customizing magazine displays to utilize otherwise
wasted space in retail stores. The implementation of these programs has
historically enabled the Company to improve sales levels by as much as 20-25%
when the programs are introduced into a given retail location. The Company
expects that the introduction of the high impact marketing program to
Acquisition Parties not currently using it will improve sales levels of the
Combined Company.
16
<PAGE> 19
The consolidation of the contiguous Acquisition Parties enables the
Company to achieve considerable cost savings and operating efficiencies through
the elimination of redundant overhead and the consolidation of overlapping
facilities. Subsequent to September 28, 1996 the Company converted nine
warehouse locations in the states of Michigan, Ohio and Indiana to delivery
depots by consolidating the majority of office and warehouse functions in three
locations. The cost to eliminate this redundant overhead and to consolidate was
insignificant and was reflected in the periods in which the changes were made.
Savings occurred from the elimination of duplicate administrative and
distribution functions, and additional savings result from spreading the costs
of technology over a larger customer base. Additionally, the consolidation of
the businesses of the Company and the Acquisition Parties will increase
purchasing power and the ability to negotiate future favorable quantity
discounts with publishers and national brokers.
The Company anticipates that the gross margin pressure which occurred
in the latter half of 1996, will continue into 1997. The Company, and the
entire industry, has begun the process of margin recovery which includes new
negotiations with suppliers regarding pricing and discounts, changing the mix
of higher margin magazines versus lower margin magazines, and consolidating
book purchases for volume discounts. The Company anticipates a significant
recovery over time; however, the amount and timing are not quantifiable at this
point in time.
The decline in the gross margin percent will be offset by reductions
in selling, general and administrative expenses to below 20% after the
consolidations are complete. The higher percentage of selling, general and
administrative in 1996 reflects the impact of absorbing most of the added
payroll related costs for increase in service-related product management
functions. The future reduction of this percentage will be supported by
opportunities to increase the revenue base without a corresponding increase in
the related fixed and semi-variable expenses.
Although a definitive plan had not been adopted prior to September 28,
1996, subsequent to September 28, 1996 the Company anticipates being able
through facility consolidations to terminate approximately 15% of the total
full-time work force that was in place at September 28, 1996. During fiscal
1997 a plan was defined and has started to be implemented. The additional cost
of these terminations have not been significant and were reflected in the
period when the termination took place. The annual savings is estimated at
approximately $2.7 million, once the plan is fully implemented.
COMMITMENTS AND CONTINGENCIES
The Company has entered into long-term contracts (generally three
years) with its most important customers. These contracts resulted in the gross
margin reductions of 1996.
The Company has been named as a defendant in various litigation
matters. Management intends to vigorously defend these outstanding claims. The
Company believes it has an adequate accrual for these claims and that any
current pending or threatened litigation matters will not have a material
adverse impact on the Company's results of operations or financial conditions.
(See Note 13 to the Consolidated Financial Statements.)
INFLATION
The impact of inflation on wholesale and retail operations is
difficult to measure. The Company cannot easily pass magazine costs on to
customers unless the publisher increases the cover price of the periodical, so
it must control inflation at the point of purchase. The Company is engaged in
activities to control these costs. As a result, the Company believes that the
effect of inflation, if any, on the results of operations and financial
condition has been minor and is expected to remain so in the future.
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<PAGE> 20
SEASONALITY
The sale of magazines, books, and newspapers is subject to minimal
seasonality.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR CAUTIONARY
STATEMENT
This Management's Discussion and Analysis of Financial Condition and
Results of Operation contains forward looking statements as defined by the
Private Securities Litigation Reform Act of 1995 (the Reform Act). These
forward-looking statements express the beliefs and expectations of management
regarding UNIMAG's future results and performance and include, without
limitation, the following: statements concerning the Company's outlook for 1997
and 1998; the Company's plans for the acquisition transactions to be voted on
at the next Annual Meeting of Shareholders; the Company's plans for revenue
growth and operational cost reductions; the Company's plans for future
acquisitions (as discussed in "Background" above); the Company's plans for
future consolidations and changes in properties (as discussed in "Operating
Synergies" above); the Company's plans for future financing and refinancing (as
discussed in "Financing Arrangements" above); the Company's future operational
strategies to improve operating cash flow; and other similar expressions
concerning matters that are not historical facts.
Such statements are based on current expectations and involve a number
of known and unknown uncertainties that could cause the actual results,
performances, and/or achievements of the Company to differ materially from any
future results, performances, or achievements, expressed or implied by the
forward-looking statements, and any such statement is qualified by reference to
the following cautionary statements. In connection with the safe harbor
provisions of the Reform Act, the Company's management is hereby identifying
important factors that could cause actual results to differ materially from
management's expectations including, without limitation, the following: delays
in the date of the Annual Meeting of Shareholders; the ability to obtain
required levels of product for all geographic markets; the acquisition or
disposition of additional entities; the ability of the Company to obtain
financing and refinancing; the timing of the implementation of operating
synergies; further changes in the industry; the factors discussed in paragraph
four of the Opinion in the Report of Independent Public Accountants and the
related Note 2 to the financial statements; and other risks described from time
to time in the Company's Securities and Exchange Commission filings. The
Company undertakes no obligation to publicly release any revisions to these
forward looking statements for events occurring after the date hereof or
reflect any other unanticipated events.
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<PAGE> 21
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
UNITED MAGAZINE COMPANY
==========================
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
TOGETHER WITH AUDITORS' REPORT
19
<PAGE> 22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
United Magazine Company:
We have audited the accompanying consolidated balance sheets of United Magazine
Company (an Ohio corporation) and Subsidiaries as of September 28, 1996 and
September 30, 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of United Magazine
Company and Subsidiaries as of September 28, 1996 and September 30, 1995, and
the results of their operations and their cash flows for the years then ended
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring operating losses, is
currently in default under certain of its acquired debt agreements, acquired
certain unpaid taxes due the Internal Revenue Service and has current
liabilities in excess of current assets of approximately $45 million. These
matters raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.
ARTHUR ANDERSEN LLP
Columbus, Ohio,
January 13, 1997.
20
<PAGE> 23
UNITED MAGAZINE COMPANY
Consolidated Balance Sheets
As of September 28, 1996 and September 30, 1995
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
ASSETS 1996 1995
- -------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,546,785 755,338
Accounts receivable, net of allowance
for doubtful accounts of $2,985,000 in
1996 and $63,000 in 1995 29,835,357 2,869,762
Inventories 35,746,922 3,096,982
Marketable securities 473,556 --
Notes receivable from related parties 1,352,646 --
Prepaids and other 1,335,458 58,007
------------- -----------
Total current assets 71,290,724 6,780,089
------------- -----------
PROPERTY AND EQUIPMENT, at cost:
Land 290,706 --
Building and improvements 2,260,740 --
Furniture and equipment 6,174,452 590,068
Vehicles 4,789,336 479,628
Leasehold improvements 522,336 101,616
------------- -----------
14,037,570 1,171,312
Less - accumulated depreciation and amortization (1,585,503) (475,501)
------------- -----------
Total property and equipment, net 12,452,067 695,811
------------- -----------
ASSETS HELD FOR SALE 1,239,605 --
------------- -----------
INVESTMENT IN WILMINGTON:
Business option -- 3,202,672
Note and interest receivable from Wilmington -- 524,375
------------- -----------
Total investment in Wilmington -- 3,727,047
------------- -----------
OTHER ASSETS:
Sales orders and regulation records, net of
accumulated amortization of $847,475 in 1996 and
$593,236 in 1995 423,720 677,959
Costs in excess of net assets acquired,
net of accumulated amortization of $911,143
in 1996 and $153,965 in 1995 154,518,179 452,616
Covenants not to compete, net of amortization of
$105,362 in 1996 538,777 --
Notes receivable from related parties 1,788,645 --
Prepaids 5,501,703 --
Other assets, net 3,617,107 --
------------- -----------
Total other assets 166,388,131 1,130,575
------------- -----------
Total assets $ 251,370,527 $12,333,522
------------- -----------
</TABLE>
(Continued on next page)
21
<PAGE> 24
UNITED MAGAZINE COMPANY
Consolidated Balance Sheets
As of September 28, 1996 and September 30, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of debt obligations $10,822,386 $113,076
Current portion of Senior debentures 3,329,295 --
Short-term borrowings * related parties 6,206,853 --
Accounts payable 70,302,971 4,763,693
Accrued expenses 12,762,143 801,291
Accrued interest on debentures 1,041,006 --
Income taxes payable 1,534,602 --
Reserve for gross profit on sales returns 10,474,409 541,499
------------ -----------
Total current liabilities 116,473,665 6,219,559
LONG-TERM DEBT OBLIGATIONS 9,247,711 137,500
DEBENTURES:
o Senior 36,590,520 --
o Subordinated 18,559,707 --
DEFERRED COMPENSATION PLAN 1,231,041 --
ACCRUED PENSION OBLIGATION 2,115,478 --
POST-RETIREMENT OBLIGATION 1,450,015 --
DEALER ADVANCE PAYMENTS AND OTHER 146,938 38,750
------------ -----------
Total liabilities 185,815,074 6,395,809
------------ -----------
COMMITMENTS AND CONTINGENCIES
COMMON STOCK SUBJECT TO PUT AGREEMENTS,
482,140 shares 4,329,287 3,804,185
SHAREHOLDERS' EQUITY:
Common stock, no par value, 53,250,000 shares
authorized, 4,283,506 and 4,250,056 issued,
and 2,676,034 and 2,642,585 outstanding
(including shares subject to Put Agreements),
in 1996 and 1995, respectively
250 250
Paid-in capital 43,079,563 42,701,846
Obligation to issue shares (4,349,476) 65,242,138 --
Treasury stock, at cost (16,998) (16,998)
Unrealized loss (31,219) --
Minimum pension liability adjustment (108,204) --
Retained deficit (46,939,365) (40,551,570)
------------ -----------
Total shareholders' equity 61,226,165 2,133,528
------------ -----------
Total liabilities and shareholders'
equity $251,370,527 $12,333,522
------------ -----------
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
22
<PAGE> 25
UNITED MAGAZINE COMPANY
Consolidated Statements of Operations
For the Years Ended September 28, 1996 and September 30, 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
NET SALES $ 80,232,472 $ 24,561,801
COST OF SALES (60,277,303) (17,918,114)
------------ ------------
Gross profit 19,955,169 6,643,687
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (22,203,107) (6,426,601)
DEPRECIATION AND AMORTIZATION (2,511,654) (553,971)
INCOME (LOSS) FROM INVESTMENT IN WILMINGTON (163,192) 32,405
WRITE-OFF OF ASSETS -- (534,102)
------------ ------------
LOSS FROM OPERATIONS (4,922,784) (838,582)
------------ ------------
+OTHER INCOME (EXPENSES), net:
Interest expense (1,781,141) (347,809)
Interest income 182,123 25,103
Prudential settlement, net (Note 13.a.) -- 2,352,170
Accounts payable settlement gain -- 665,135
Other, net 134,007 8,163
------------ ------------
Total other income (expenses), net (1,465,011) 2,702,762
------------ ------------
INCOME (LOSS) BEFORE TAXES (6,387,795) 1,864,180
INCOME TAXES -- --
------------ ------------
NET INCOME (LOSS) $ (6,387,795) $ 1,864,180
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 3,225,729 2,390,318
============ ============
EARNINGS (LOSS) PER SHARE $ (1.98) $ .78
============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
23
<PAGE> 26
UNITED MAGAZINE COMPANY
Consolidated Statements of Shareholders' Equity
For the Years Ended September 28, 1996 and September 30, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Number of
Shares Treasury Obligation
Outstanding Shares Common Paid-in to Issue Treasury Unrealized
(post-split) (post-split) Stock Capital Common Stock Stock Loss
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, October 1, 1994 2,139,199 1,606,413 $250 $ 42,467,355 $ -- $ -- $ --
Issuance of common stock 22,305 -- -- 223,046 -- -- --
Purchase of shares previously issued (1,059) 1,059 -- -- -- (16,998) --
Shares earned under consulting agreement:
- 22,315 shares earned in 1994
issued in 1995 -- -- -- (223,046) -- -- --
- 23,449 shares earned but not
issued in 1995 -- -- -- 234,491 -- -- --
Net income -- -- -- -- -- -- --
BALANCE, September 30, 1995 2,160,445 1,607,472 250 42,701,846 (16,998)
Issuance of common stock 33,449 -- -- 325,491 -- -- --
Obligation to issue 4,349,476
shares of common stock -- -- -- 65,242,138 -- --
Shares earned under consulting agreement:
- 23,449 shares earned in 1995
issued in 1996 -- -- -- (234,491) -- -- --
- 25,096 shares earned but not
issued in 1995 -- -- -- 286,717 -- -- --
Unrealized loss on investments held for sale -- -- -- -- -- -- (31,219)
Minimum pension liability adjustment -- -- -- -- -- -- --
Net loss -- -- -- -- -- -- --
BALANCE, September 28, 1996 2,193,894 1,607,472 $250 $ 43,079,563 $65,242,138 $(16,998) $(31,219)
- ---------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Minimum
Pension
Liability Retained
Adjustment Deficit Total
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE, October 1, 1994 $ -- $(42,415,750) $51,855
Issuance of common stock -- -- 223,046
Purchase of shares previously issued -- -- (16,998)
Shares earned under consulting agreement:
- 22,315 shares earned in 1994
issued in 1995 -- -- (223,046)
- 23,449 shares earned but not
issued in 1995 -- -- 234,491
Net income -- 1,864,180 1,864,180
BALANCE, September 30, 1995 -- (40,551,570) 2,133,528
Issuance of common stock -- -- 325,491
Obligation to issue 4,349,476
shares of common stock -- -- 65,242,138
Shares earned under consulting agreement:
- 23,449 shares earned in 1995
issued in 1996 -- -- (234,491)
- 25,096 shares earned but not
issued in 1995 -- -- 286,717
Unrealized loss on investments held for sale -- -- (31,219)
Minimum pension liability adjustment (108,204) -- (108,204)
Net loss -- (6,387,795) (6,387,795)
BALANCE, September 28, 1996 $(108,204) $(46,939,365) $ 61,226,165
- -------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
24
<PAGE> 27
UNITED MAGAZINE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(6,387,795) $ 1,864,180
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities -
(Income) loss on investment in Wilmington 163,192 (32,405)
Consulting fee paid with common stock 286,717 234,491
Gain from settlement of accounts payable -- (665,134)
Accretion of interest on common stock
subject to put agreements 525,102 238,161
Depreciation and amortization 2,512,574 553,971
Loss due to write-off of certain assets -- 534,102
Changes in certain assets and liabilities, net of the
effect of acquisitions and investments-
(Increase) decrease in certain assets:
Accounts receivable (2,017,379) (394,760)
Inventories (464,131) (7,146)
Prepaids and other current assets 496,841 (242,557)
Other assets (191,532) --
Long-term prepaids (2,002,379) --
Increase (decrease) in certain liabilities:
Accounts payable 2,053,805 6,912
Accrued expenses 2,924,386 (135,536)
Reserve for gross profit on sales returns 892,598 123,728
Dealer advance payments 108,188 5,525
Other liabilities (73,289) --
Deferred compensation (109,181) --
Accrued pension obligation (95,526) --
Post-retirement obligation 59,611 --
----------- -----------
Net cash provided by operating activities (1,318,198) 2,083,532
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,066,245) (153,480)
Cash (used) for acquisitions, net of cash acquired 1,200,069 (495,167)
(Issuance) of receipt of payment on notes
receivable from related parties 347,941 (500,000)
----------- -----------
Net cash used in investing activities 481,765 (1,148,647)
----------- -----------
</TABLE>
(Continued on next page)
25
<PAGE> 28
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
INCREASE (DECREASE) IN CASH
(Continued)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under debt obligations $ 4,352,266 $ 125,000
Payments on debt obligations (1,724,386) (1,392,753)
Proceeds from issuance of common stock
subject to put agreements -- 482,140
Buy-back of common stock -- (16,998)
Net cash provided by (used in)
financing activities 2,627,880 (802,611)
NET INCREASE IN CASH 1,791,447 132,274
CASH, beginning of year 755,338 623,064
CASH, end of year $ 2,546,785 $ 755,338
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid during the year for interest $ 532,000 $ 133,000
Cash paid during the year for taxes $ 49,000 $ 20,000
- -------------------------------------------------------------------------------
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities
- -------------------------------------------------------------------
1996
- ----
The company made six significant acquisitions in 1996. In addition, they
disposed of an insignificant subsidiary. See Note 4 for additional discussion.
1995
- ----
See Note 12 for discussion on common shares issued for the investment in
Wilmington.
The Company acquired approximately $545,500 of assets and assumed $45,500 of
liabilities through the acquisition of Reader's Choice, Inc.
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
26
<PAGE> 29
UNITED MAGAZINE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(1) ORGANIZATION
United Magazine Company (UNIMAG or the Company) is an Ohio corporation which
was incorporated on April 8, 1964. UNIMAG (the Parent) is a holding company.
All operations for the year were conducted through its wholly-owned
subsidiaries. UNIMAG also has three inactive subsidiaries.
Business of UNIMAG
UNIMAG operates wholesale operations primarily in the northern midwest (Ohio,
Michigan, Northern Indiana and Western Pennsylvania), Connecticut and North
Carolina. From various distribution facilities UNIMAG distributes approximately
3,500 different titles of magazines to its customers on a weekly basis. UNIMAG
also distributes books and various other sundry items. In addition to the
wholesaling business, UNIMAG has 31 retail bookstores. These retail operations
generated approximately $3 million in revenue during fiscal 1996.
UNIMAG grew significantly during 1996 by the acquisition of six wholesalers
(two in the second quarter and four in the fourth quarter). Consideration for
these acquisitions was in the form of cash, notes payable, debentures and
common stock of the Company. Due to the significant amount of shares to be
issued, for the fourth quarter acquisitions, UNIMAG is required to obtain
shareholder approval. The Company is currently preparing the Proxy Statement
for the shareholder vote at the Annual Meeting of Shareholders. Upon approval
the exchanges will occur and legal titles will pass. However, the Company has
already received the necessary approvals from two significant shareholders who
have agreed to vote their shares, which represent a majority of the outstanding
shares, in favor of the acquisitions discussed above as well as a 1 for 10
reverse stock split. Since the approval is assured, the Company has reflected
the reverse stock split for all periods presented and the effect of the
acquisitions.
(2) MANAGEMENT PLAN
Certain recent developments have had an adverse effect on the Company's
short-term liquidity. At September 28, 1996 the Company has current liabilities
in excess of current assets of approximately $45 million. Through its
acquisitions, the Company has banking relationships with several banks;
however, the Company is seeking to consolidate its borrowing and increase its
borrowing capacity with one or more large financial institutions following the
Annual Meeting of Shareholders. Because of the delays in the final closing of
the acquisition transactions, certain of the acquisition companies are in
default with their loans, and one of the acquisition companies has an
outstanding obligation to the Internal Revenue Service of approximately $1.2
million. It is anticipated that the bank defaults will not be cured until
after the expected refinancing following the Annual Meeting of Shareholders.
Obligations in default have been classified as current liabilities in the
accompanying financial statements.
The Company is pursuing several alternative forms of additional financing.
This additional financing includes approximately $40 million to refinance the
Senior Debentures and an approximate $25 million line of credit to consolidate
present bank borrowings and to provide
27
<PAGE> 30
additional working capital. This financing alternative cannot be finalized
until after the Company's Annual Meeting of Shareholders scheduled for late
March, 1997 and there is no assurance that the Company will be able to secure
this financing.
The Company has a history of operating losses; however, the losses in 1992
through 1994 were from operations unrelated to the periodical wholesale
distribution industry. The Company's Connecticut wholesale operations have
operated profitably since 1993. The prior annual financial statements of
Michiana, Stoll, Scherer Affiliates and Klein (the fourth quarter acquisitions)
indicates profitable operations as family businesses through 1995. During 1996
with the increased levels of competition the entire industry experienced
reductions in profitability due to margin reduction and increased costs of
providing higher levels of customer service.
The Company plans to return to historical industry profit levels by the end of
1998. Through the consolidation of the geographically contiguous acquisitions,
management expects the combined company to achieve considerable cost savings
and operating efficiencies through the elimination of redundant overhead and
the consolidation of overlapping markets and facilities. Duplicate
administrative and distribution functions are being eliminated, and the costs
and benefits of technology are being spread over a larger customer base.
Additionally, management expects that the consolidation of the businesses of
the Company and the acquisition parties should increase purchasing power and
the ability to negotiate favorable quantity discounts with publishers and
national brokers. UNIMAG's pro forma annual sales for 1996 are $281 million
which management believes makes UNIMAG the fifth largest periodical wholesaler
in the country based on published sales volumes.
During the latter part of 1996 the Company began to consolidate its
distribution operations with a corresponding reduction in general and
administrative expenses. The Company will continue these consolidation efforts
in 1997 with further expense reductions from operating synergies. During 1997
the Company plans to increase revenue per customer by the implementation of
proven high impact marketing in all newly acquired locations and by utilization
of the Company's proprietary SMARTS system for more efficient and targeted
distribution of product. The Company also is engaged in negotiations with the
publisher for better pricing.
During 1997 the Company anticipates improved cash flow. In 1996, signing
bonuses were paid to certain customers to secure multi-year contracts. In many
cases, these contracts covered a period of three years. Hence, cash outflows
will be substantially less in 1997. In addition, the Company expects that its
requirements for capital expenditures will not be significant. Through route
consolidations and greater use of in-store service personnel, the Company
anticipates minimal increases in its delivery fleet. The Company does
anticipate additional capital expenditures for store fixtures; however, these
increases in fixtures have historically generated enough additional revenue and
gross margin to pay for the fixtures cost within one year.
The Company also is engaged in an effort to reduce the average days outstanding
of current accounts receivable and has negotiated with suppliers for more
favorable payment terms on vendor payables.
In summary, the Company believes that its current strategic plan will produce a
new financial partner and positive cash flow. There can be no assurance that
this plan will succeed. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Fiscal Year - UNIMAG follows the practice of a 52/53 week fiscal year which
ends on the Saturday nearest to September 30.
28
<PAGE> 31
(b) Principles of Consolidation - All intercompany balances and transactions
have been eliminated in the consolidated financial statements.
(c) Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions, such as allowance for doubtful accounts and the
reserve for gross profit on sales returns, that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from their estimates.
(d) Inventories - Inventories are valued at the lower of cost or market as
determined by the first-in, first-out (FIFO) cost method.
(e) Marketable Securities - The Company accounts for its marketable securities
in accordance with Statement of Financial Accounting Standards No. 115. The
Company's investment in marketable securities represent securities that are
"available for sale". The securities have been recorded at fair market
value as of September 28, 1996 with an unrealized loss of $31,219 reported
as a separate component of shareholders' equity.
(f) Property and Equipment - Property and equipment are stated at cost or
acquired cost (fair value) after acquisition. Depreciation is provided on
the straight-line method over the estimated useful lives of the related
assets as follows:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Building 31
Building improvements 10
Furniture and equipment 5-7
Vehicles 3-5
</TABLE>
Leasehold improvements are being amortized on a straight-line basis over
the life of the lease.
The cost and accumulated depreciation and amortization applicable to assets
retired are removed from the accounts and any resulting gain or loss on
disposition is recognized in income. Betterments, renewals and
extraordinary repairs that extend the life of the asset are capitalized;
other maintenance and repair costs are expensed as incurred.
(g) Asset Held For Sale - The Company has an airplane that was part of the
fourth quarter acquisition. The value assigned represents its estimated
fair value.
(h) Prepaid Signing Bonuses - The Company has entered into supplier contracts
with many of their large chain customers. As part of the contract UNIMAG
paid the customer an up-front payment (signing bonus) for obtaining a
multi-year contract. These payments are being amortized straight-line
against revenue over the life of the contract.
(i) Excess of Cost Over Net Assets Acquired - Excess of cost over net assets
acquired (goodwill) consists of the excess of the cost to acquire an entity
over the estimated fair market value of the net assets acquired. Goodwill
is amortized on a straight-line basis over 40 years. The Company
continually evaluates whether events and circumstances have occurred that
indicate the remaining estimated useful life of goodwill may warrant
revision or that the remaining balance of goodwill may not be recoverable.
In evaluating whether goodwill is recoverable, the Company estimates the
sum of the expected future cash flows, undiscounted and without
29
<PAGE> 32
interest charges, derived from such goodwill over its remaining life. The
Company believes that no such impairment existed at September 28, 1996.
(j) Revenue Recognition - Revenues and cost of sales from the sale of
periodical inventories are recognized upon shipment to the customers.
However, due to the significant volume of merchandise returns that are
typical in the periodical industry, the Company records a reserve for
merchandise returned. This reserve is based on the gross profit margin on
merchandise sold in the current period that is estimated to be returned by
the customers in the subsequent period. The Company receives credit for the
cost of such returns from the publisher.
(k) Discounts and Rebates - The Company records all discounts and rebates given
to the customer on the accrual basis of accounting as a reduction in net
sales.
(l) Income Taxes - The Company follows SFAS No. 109 "Accounting for Income
Taxes" (SFAS 109). (See Note 8).
(m) Fair Value of Financial Instruments - The carrying amounts of current
assets and liabilities approximate their fair market value because of the
short-term maturity of these financial instruments. The fair market value
of long-term debt is discussed further in Note 5.
(n) Weighted Average Shares Outstanding - The weighted average number of shares
outstanding for earnings per share purposes is calculated using common
shares issued, shares earned but not issued under a consulting agreement,
shares obligated to be issued as well as common shares subject to put
agreements. All years presented have been restated to reflect the 1 for 10
reverse split. The shares to be issued upon shareholders approval at the
Annual Shareholders Meeting have been included in the weighted average
shares outstanding from the respective acquisition dates as discussed in
Note 4.c.
(o) Concentration of Credit Risk - Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of
trade accounts receivable. The majority of the Company's revenues are
derived from chain and independent grocery stores through the territories
discussed in Note 1. No one chain represents a significant portion of the
Company's revenue.
(p) Reclassifications - Certain reclassifications have been made to the
consolidated financial statements for 1995 to conform with the 1996
presentation.
(4) ACQUISITIONS AND DISPOSITIONS
The Company has made significant acquisitions through three different
transactions as described below.
a. In January 1996, the Company exercised its option for a nominal amount to
acquire the outstanding stock of Service News Company of Wilmington, North
Carolina. See Note 12 for additional discussion.
b. Also in January 1996, the Company acquired the operations of Triangle News
Company (Triangle) in Pittsburgh Pennsylvania. UNIMAG acquired Triangle for
approximately $2.7 million in a transaction accounted for as a purchase.
The consideration given was in the form of cash, seller financing and
10,000 shares of UNIMAG stock (estimated fair value of $9.10 per share).
The amount of goodwill recorded from this transaction was approximately
$6.9 million. The results of operations for Triangle were included in the
consolidated statement of operations from January 1996 forward. Triangle
generated revenue of $18 million during the nine month period ended
September 28, 1996.
30
<PAGE> 33
c. As part of a regional rollup, at the end of July 1996 the Company acquired
the periodical and management operations of Northern News Company, Ohio
Periodical Distributors, Inc., MacGregor News Agency, Inc., Wholesalers
Leasing Corp. and Scherer Companies (collectively referred to as the
Scherer Affiliates), Michiana News Services, Inc. (Michiana) and The Stoll
Company. In the middle of September the rollup was completed by the
addition of Klein News Company and affiliates. UNIMAG also acquired a small
retail bookstore chain (Read-Mor Books, Inc.). This bookstore chain
acquisition was not considered significant for financial reporting
purposes.
UNIMAG acquired the various companies with UNIMAG common stock of $65.2
million (estimated fair value of $15 per share) and subordinated debentures
of $58.5 million in a transaction accounted for as a purchase. In the
Company's preliminary allocation of the purchase price to the fair value of
net assets acquired, goodwill of approximately $142 million was recorded.
The results of operations for these entities were included in the
consolidated results of UNIMAG from their respective acquisition dates
forward (July 31, 1996 and September 14, 1996), and represented
approximately $30 million of the consolidated revenues for the year ended
September 28, 1996.
d. In July 1996, UNIMAG sold the operations of Readers Choice for
approximately $500,000 which approximated book value. This disposition was
not considered significant for financial reporting purposes.
The following unaudited pro forma summary presents the revenues, net income and
earnings per share from the combination of operations of the Company and the
significant acquisitions. The pro forma information is provided as if each
acquisition had occurred at the beginning of fiscal 1995. The pro forma
information is provided for information purposes only. It is based on
historical information and does not purport to reflect the results that would
have occurred had the acquisition occurred on October 1, 1994.
<TABLE>
<CAPTION>
in 000's, except EPS 1996 1995
-------------------- -------- ---------
<S> <C> <C>
Net Revenue $280,751 $276,756
Net Income (Loss) (21,523) (877)
EPS $ (3.09) $ (.13)
</TABLE>
(5) DEBT OBLIGATIONS
The components of the Company's debt obligations at September 28, 1996 and
September 30, 1995 are as follows:
Short Term Borrowings
---------------------
The Company has short term demand notes as of September 28, 1996 as
follows:
<TABLE>
<CAPTION>
1996
----------
<S> <C>
(a) Note from shareholder $5,000,000
(b) Other related parties 1,206,853
----------
$6,206,853
==========
</TABLE>
(a) The Company has a $5 million note from a company affiliated with a
shareholder. This loan was assumed as part of the acquisitions made
during the fourth quarter. The note accrues interest at 11.75% and is
collateralized by 5 million shares of UNIMAG stock. This note is
anticipated to be converted to a subordinated debenture in 1997.
31
<PAGE> 34
(b) The other related party loans are primarily with employees of
Michiana. These notes are unsecured and accrue interest at a rate of
8%.
Long term Debt Obligations
--------------------------
<TABLE>
<CAPTION>
1996 1995
----------- ---------
<S> <C> <C>
(a) Lines of Credit $ 7,778,192 $ 63,076
(b) Term Loans with financial institutions 1,973,453 --
(c) Seller Financing 8,998,622 --
(d) Loans from Related Parties 320,132 187,500
(e) Notes with Publishers 999,698 --
----------- ---------
Total 20,070,097 250,576
Less: current portion (10,822,386) (113,076)
----------- ---------
Long-term portion of debt obligations $9,247,711 $ 137,500
=========== =========
</TABLE>
(a) At September 28, 1996, the Company has five lines of credit with
banks. The lines of credit bear interest at rates ranging from prime
(8.25% at September 28, 1996) to 9.25%. The balance outstanding at
September 28, 1996 and September 30, 1995 was $7,778,192 and $63,076,
respectively. Maturities of the lines vary from February 1997 through
December 31, 1998. The weighted average interest rates on the
outstanding borrowings under the lines of credit as of September 28,
1996 and September 30, 1995 were approximately 8.3% and 9.75%,
respectively.
(b) The Company has various term loans with financial institutions. These
loans accrue interest at rates ranging from 6.75% to 9.5%. Principal
payments are made on a monthly basis. These loans expire at various
times during 1997 through April 1999.
(c) Seller financing represents the portion of the consideration
associated with an acquisition that was funded by the seller. These
obligations relate primarily to prior acquisitions made by the
companies that were acquired by UNIMAG during the fourth quarter of
1996. These loans bear interest at rates ranging from 5.8% to 11.0%.
Principal payments are made primarily on a monthly basis. These loans
expire at various times during 1999 through August 2007.
(d) The loans from related parties are from the former shareholders of
Michiana. These notes were assumed as part of the acquisition. These
notes accrue interest at rates ranging from 8% to 10% and principal
and interest payments are made monthly. The notes expire at various
times during April 1997 through April 1998.
(e) The Company has entered into agreements with two significant vendors
which converted certain publisher payables balances into secured term
loans. These loans accrue interest at 10%. Principal and interest
payments are made monthly with the loans expiring at various times
during 1997 through 1999.
The above loans are collateralized by substantially all of the assets of
the Company. These debt obligations contain various financial covenants,
among them being maintenance of minimum net worth and working capital. The
Company was in compliance with its debt covenants prior to the fourth
quarter acquisitions. However, certain of the debt acquired contain
financial covenants that were violated as a result of the acquisitions,
operating losses and pre-acquisition dividends. Debt in default of
approximately $6.3 million has been included
32
<PAGE> 35
in current portion of debt in the accompanying financial statements. The
Company anticipates curing the defaults in 1997.
Michiana, acquired by the Company in the fourth quarter of 1996, has
guaranteed debt of one of its affiliated companies. The outstanding balance
of this guaranteed debt was approximately $882,000 at September 28, 1996.
The bank has agreed to terminate this guarantee upon the closing of the
acquisition transactions and the repayment by UNIMAG of outstanding
Michiana debt totaling approximately $1.6 million. The $1.6 million of debt
is guaranteed by two former shareowners of Michiana.
The George R. Klein News Company, acquired by the Company in the fourth
quarter of 1996, has guaranteed approximately $320,000 of debt of another
company that is 50% owned by George R. Klein.
Shareholder Debentures
----------------------
As part of the acquisitions described in Note 4, the Company issued Senior
and Subordinated debentures. The components of these debentures are as
follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------
Shareholder Group Senior Subordinated
------------------------------------------------------------------
<S> <C> <C>
Stoll Company $16,800,000 $ 9,105,267
Michiana 3,500,000 2,334,256
Scherer Affiliates 9,197,604 1,527,309
Klein 10,180,000 5,498,281
Read-Mor 242,211 94,594
Total 39,919,815 18,559,707
Less: current portion (3,329,295) --
Long-term portion of debentures $36,590,520 $18,559,707
------------------------------------------------------------------
</TABLE>
The senior debentures began to accrue interest on July 1, 1996 (August
24, 1996 for Klein) at 8% payable quarterly commencing on the closing date
of the acquisitions (Annual Shareholders Meeting). Quarterly principal
payments are scheduled from April 1, 1997 through January 1, 2002 in
accordance with the schedule and priority set forth in the Debenture
Agreement. The senior debentures are secured by all of the assets of the
Company, however, these debentures are subordinated to substantially all of
the long-term debt obligations discussed above. The entire $16,800,000 of
Stoll Senior debentures must be paid before any other debentures may be
paid.
The subordinated debentures began to accrue interest on July 1, 1996
(August 24, 1996 for Klein) at 10% payable quarterly commencing on the
closing date of the acquisitions (Annual Shareholders Meeting). Quarterly
principal payments are scheduled from April 1, 1999 through January 1,
2004. However, no payments on subordinated debentures are allowed until all
senior debentures have been paid. The subordinated debentures are secured
by all the assets of the Company, however, these subordinated debentures
are subordinated to the senior debentures.
33
<PAGE> 36
Maturities of all debt obligations at September 28, 1996, are as follows:
<TABLE>
<CAPTION>
Long-Term
Fiscal Year Debt Obligations Debentures Total
----------- ---------------- ---------- -----
<S> <C> <C> <C>
1997 $10,822,386 $ 3,329,295 $14,151,681
1998 2,408,000 7,489,000 9,897,000
1999 2,271,000 10,171,000 12,442,000
2000 1,193,000 12,027,000 13,220,000
2001 485,000 12,027,000 12,512,000
Thereafter 2,890,711 13,436,227 16,326,938
----------- ----------- -----------
Total $20,070,097 $58,479,522 $78,549,619
=========== =========== ===========
</TABLE>
The carrying value of the long-term debt obligations described above
approximates its fair value because of the significant portion that is either
short-term or has been recently priced or is variable rate based that is
repriced frequently.
(6) LEASE COMMITMENTS
UNIMAG or its subsidiaries have entered into operating lease agreements for
facilities and certain vehicles and equipment. Expenses related to these leases
were as follows:
<TABLE>
<S> <C>
-------------------------
1996 $1,344,000
-------------------------
1995 $ 384,000
-------------------------
</TABLE>
As of September 28, 1996, the future minimum annual rental commitments of
lease agreements are as follows:
<TABLE>
<CAPTION>
Related
Fiscal Year Party Other Total
----------- ----- ----- -----
<S> <C> <C> <C>
1997 $ 871,000 $1,458,000 $2,329,000
1998 604,000 1,077,000 1,681,000
1999 434,000 628,000 1,062,000
2000 112,000 535,000 647,000
2001 7,000 404,000 411,000
Thereafter -- 201,000 201,000
---------- ---------- ----------
Total $2,028,000 $4,303,000 $6,331,000
========== ========== ==========
</TABLE>
(7) COMMON STOCK
As discussed in Note 1, the shareholders will vote on a proposal at the annual
shareholders meeting for a 1 for 10 reverse split. Since a favorable outcome of
the proxy vote is assured, all share information has been reported post split.
The Company is obligated to issue 4,349,476 shares valued at $15 per share
pursuant to the acquisition agreements entered into during the fourth quarter
of 1996. These shares will be issued after the annual shareholders meeting
scheduled for March, 1997.
34
<PAGE> 37
The Company also issued 10,000 shares valued at $9.10 per share as part of the
Triangle News Company acquisition discussed in Note 4.
The Company issued 23,449 shares under a consulting agreement, see Note 11.a.
(8) INCOME TAXES
The provision (benefit) for income taxes for the years ended September 28, 1996
and September 30, 1995 is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1996 1995
- ---------------------------------------------------------------------------
<S> <C> <C>
Current tax expense:
Federal $ -- $ 6,000
State -- --
Deferred tax expense (benefit):
(Increase) decrease in deferred tax assets (2,555,000) 497,000
Increase (decrease) in valuation allowance 2,555,000 (503,000)
----------- ---------
Income tax provision $ -- $ --
=========== =========
</TABLE>
The Company has provided deferred income taxes at a 40% tax rate which
represents a blended statutory federal and state income tax rate. The types of
differences between the tax bases of assets and liabilities and their financial
reporting amounts that give rise to significant portions of deferred income tax
assets and liabilities are: reserve for gross profit on sales returns, property
and equipment asset valuation, deferred compensation, amortization life of
intangibles and certain taxes.
The Company's net deferred tax assets have been fully reserved due to the
uncertainty of future realization.
The difference between the statutory tax rate and the effective rate of
zero is due primarily to the benefit of the net operating losses generated that
may not be realized in the future.
As of September 28, 1996, UNIMAG has approximately $47 million of Federal
net operating loss (NOL) carryforwards for tax purposes. The amount that UNIMAG
can utilize each year is restricted due to multiple changes in ownership. The
NOL carryforwards will expire in the years 2003 through 2011.
At September 28, 1996, UNIMAG had income taxes payable of $1,534,602. This
relates primarily to Michiana's tax assessment and interest due to the Internal
Revenue Service as a result of unfavorable tax settlements relating to years
1994 and prior that was assumed by UNIMAG. See Note 2 for discussion of payment
strategy.
(9) BENEFIT PLANS
The Company's Connecticut subsidiary participates in a union sponsored,
collectively bargained, multi-employer pension and welfare plan. Contributions
are determined in accordance with the provisions of negotiated labor contracts
and generally are based on the number of labor-hours worked. The Company made
contributions of approximately $30,000 in fiscal year 1996 and $28,000 in
fiscal year 1995.
Under the provisions of the Multi-Employer Pension Plan Amendments Act of 1980
covering such pension plans, certain events, such as withdrawal or plan
termination, may cause the Company to be obligated to fund its share of any
unfunded vested benefits in this plan. Data concerning the funded status or
this multi-employer plan is not available.
35
<PAGE> 38
Union Pension Plan
As a result of the acquisition of Triangle and Klein, the Company has
defined benefit pension plans covering various employees whose retirement
benefits are subject to collective bargaining. The benefits are based on
years of service multiplied by the yearly amount of basic retirement
income. The Company's funding policy for the plan is to make the minimum
annual contribution required by applicable regulations.
The following table sets forth the plan's funding status and amounts
recognized in the Company's financial statements at September 28, 1996:
<TABLE>
---------------------------------------------------------------------
Actuarial present value of benefit obligations:
---------------------------------------------------------------------
<S> <C>
Vested benefit obligations $ 3,429,833
Non-vested benefit obligations 177,718
Accumulated benefit obligation (ABO) $ 3,607,551
Projected benefit obligation (PBO) $ 3,607,551
Plan assets at fair value (1,793,548)
Projected benefit obligation in excess of plan assets 1,814,003
Unrecognized net loss (108,204)
Accrued pension cost 1,705,799
Additional minimum pension liability 108,204
Accrued pension and minimum liability $ 1,814,003
---------------------------------------------------------------------
</TABLE>
The key assumption used in determining the projected benefit obligation
in 1996 were as follows:
<TABLE>
<S> <C>
---------------------------------------------------
Discount rate 7%
---------------------------------------------------
Expected long-term rate of return on assets 8%
---------------------------------------------------
</TABLE>
Net pension cost for 1996 included the following components:
<TABLE>
<S> <C>
--------------------------------------------------------------------
Asset loss $ (89,027)
--------------------------------------------------------------------
Service cost 56,961
Interest cost on projected benefit obligation 179,674
Actual return on plan assets (9,125)
Net pension cost $ 138,483
--------------------------------------------------------------------
</TABLE>
Funding of the plan was approximately $200,000 in 1996.
Other Pension Plan
The former Stoll Company has certain non-collective bargaining employees
who are covered by a noncontributory defined benefit pension plan. The
benefits are based on years of service and the employee's compensation.
The Company's policy is to make the minimum annual contribution required
by applicable regulations. In connection with the acquisition of The
Stoll Company by UNIMAG, The Stoll Company elected to terminate the plan.
The following table sets forth the plan's funding status at September 28,
1996.
36
<PAGE> 39
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Actuarial present value of benefit obligations:
--------------------------------------------------------------------
<S> <C>
Vested benefit obligations $ 2,747,977
Non-vested benefit obligations 240,453
Accumulated benefit obligation (ABO) $ 2,988,430
Projected benefit obligation (PBO) $ 2,988,430
Plan assets at fair value (2,686,955)
Accrued pension liability $ 301,475
--------------------------------------------------------------------
</TABLE>
The key assumptions used in determining the projected benefit obligation
at September 28, 1996 were as follows:
<TABLE>
<S> <C>
Discount rate 8%
Expected long-term rate of return on assets
8%
</TABLE>
Other Postretirement Benefit Plans
In addition to the Company's defined benefit pension plan, certain of the
Company's subsidiaries sponsor defined benefit postretirement health care
and life insurance plans that provides postretirement health care and
life insurance benefits to full-time collective bargaining employees who
have met required service periods with the Company and have attained age
requirements as defined in the plan. The plans contains certain
cost-sharing features such as deductibles and coinsurance.
The following table presents the plan's funded status reconciled with
amounts recognized in the Company's balance sheets:
<TABLE>
<CAPTION>
September 28,
1996
-------------
<S> <C>
Accumulated postretirement benefit obligations:
Current retirees $ 685,176
Other fully eligible participants 242,825
Other active plan participants 515,613
----------
Accumulated postretirement benefit obligations in
excess of plan assets 1,443,614
Unrecognized net gain 6,401
----------
Accrued postretirement benefit cost $1,450,015
==========
Net periodic postretirement benefit cost includes the following
components:
Service cost $27,610
Interest cost 66,455
-------
Net periodic postretirement benefit cost $94,065
=======
</TABLE>
The weighted-average annual assumed rate of increase in the per capita
cost of covered benefits (i.e., health care cost trend rate) for 1996 is
11% for participants less than age 65 and 8.5% for participants 65 and
older. The rate is assumed to decrease over 10 years to 6% and remain at
that level thereafter. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, increasing
assumed health care cost trend rates by one
37
<PAGE> 40
percentage point in each year would increase the accumulated
postretirement benefit obligation as of September 28, 1996 by
approximately $163,000 and the aggregate of the service and interest cost
components of net periodic postretirement benefit cost for 1996 by
approximately $15,000.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5% at September 28, 1996.
Retirement Savings Plan
Effective April 1994, the Company adopted a defined contribution
retirement savings plan for substantially all nonbargaining employees.
The provisions of the plan allow employees to contribute 15% of their
salary with a maximum of $9,240 for pre-tax contributions. The plan
provides for a matching contribution at the discretion of the Company.
Employees are fully vested in the Company's contributions after 3 years.
The Company has not made any significant contributions to the Plan.
Deferred Compensation Plan
An officer and former owner of The Stoll Company is entitled to receive
deferred compensation pursuant to an agreement in effect prior to the
acquisition. The agreement provides for the payment of $250,000 a year
for a five year period beginning in 1997 and $100,000 a year for a period
of seven years thereafter. The present value of this obligation of
approximately $1.4 million has been reflected in the accompanying
financial statements.
(10) SIGNIFICANT VENDORS AND CUSTOMERS
The Company purchased approximately 75% of its product from four
publishers. These publishers represent approximately 70% of accounts
payable.
(11) RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
(a) In 1993, the Company's Connecticut subsidiary entered into a
consulting agreement with MDI (a Northeast wholesaler) and its
majority shareholder for a period of 10 years. During the first five
years of the agreement, the consulting fee is calculated as 2% of the
subsidiaries agency net sales and is payable 1% in cash and 1% in
UNIMAG stock (valued at $10 per share). During the last five years of
the agreement, the consulting fee is calculated as 1% of Yankee's
agency net sales, payable in cash.
The expense was $537,677 and $468,982 in 1996 and 1995, respectively.
The $537,677 is to be paid in cash of $250,960 and through the
issuance of 25,096 shares of UNIMAG stock (post-reverse split).
(b) The Company has a consulting agreement with a former officer of the
Connecticut subsidiary for eight years commencing June 27, 1994.
During years one and two, the consultant will be paid $4,000 per
month. During years three through five, the consultant will be paid
$5,000 per month. During years six through eight, the consultant will
be paid $8,500 per month. The Company expensed $51,000 in 1996 and
$48,000 in 1995.
(c) At September 28, 1996, the Company had notes receivable from related
parties of approximately $3,100,000. Approximately $3,000,000 of this
amount is due from Hall of Cards and Books, Inc., which is owned by
the former shareholders of Michiana, and which operates retail stores
that are supplied by the Michiana division of UNIMAG. The interest
rate on the
38
<PAGE> 41
note is 9.25% and the repayment of the note is secured by a pledge of
the stock of Hall of Cards and Books, Inc. and the UNIMAG stock
received by the Michiana shareholders as part of UNIMAG's acquisition
of Michiana. The remaining notes receivable are due from former
shareowners of Michiana. Amounts due in 1997 pursuant to these
agreements is approximately $1,353,000, with the remaining amounts
due in equal installments over the subsequent four years.
(d) The Company has lease agreements for facilities from the former
owners of the fourth quarter acquisitions. These lease payments will
be approximately $187,000 in 1996.
(12) INVESTMENT IN WILMINGTON
On April 5, 1995, UNIMAG entered into a Services and Management Agreement
with Service News Company of Wilmington, North Carolina ("Wilmington")
and SNPC, Inc. ("SNPC"), both North Carolina corporations, and with Doris
R. Marshall, the individual shareholder of the Companies residing in
Martinsville, Virginia, ("Shareholder") pursuant to which UNIMAG managed
the operations commencing April 1, 1995. In consideration, UNIMAG was
entitled to receive a management fee.
Also, on April 5, 1995, the Shareholder and other family members of the
Shareholder purchased 482,140 (post-split) shares of UNIMAG stock at $1
per share for a total cost of $482,140. These shares are subject to
future Put Agreements by the Shareholder and Shareholder family members
commencing 24 months after the date of the Agreement, see Note 13.b. At
April 1, 1995, the present value of the putable shares was $3,566,024.
The Put Agreements are guaranteed by UNIMAG and by one of its
subsidiaries and are part of the consideration for the option to purchase
the stock of Wilmington. The Company accretes the put value of these
shares with the offset to interest expense. The charge to interest
expense for the accretion was $525,102 in 1996 and $238,161 in 1995.
The Agreement granted UNIMAG an option to purchase all of the outstanding
stock of Wilmington through the life of the Agreement. The option price
was originally estimated at $482,140 but was subject to additional
adjustment upon resolution of contingent provisions of the agreement.
UNIMAG had no legal right to these shares until they exercised their
option. As of September 30, 1995, the Company had not exercised its
option and treated the option as an investment and accounted for the
investment under the equity method.
In conjunction with the Agreement, UNIMAG loaned Wilmington $500,000.
This was a demand loan bearing interest at prime plus 1% (9.75% at
September 30, 1995) and was payable quarterly.
On January 12, 1996 UNIMAG exercised the business option for $1. The
exercise price, after adjustments pursuant to the Agreement was $10. With
the exercising of the business option on January 12, 1996, the
transaction was accounted for as a business combination and has been
consolidated with UNIMAG prospectively.
(13) CONTINGENCIES AND COMMITMENTS
(a) Prudential Settlement
In January, 1992, UNIMAG filed an $85 million suit against Prudential
Insurance Company of America and two of its affiliates in the United
States District Court for the Southern District of Ohio, Eastern
Division. The suit charges the insurer and its affiliates with
breaching agreements to provide $10 million in equity and $40 million
in financing for the acquisition of SNC and future acquisitions. This
breach forced UNIMAG to make other corporate reorganization and
financing arrangements detrimental to its business and caused it to
suffer unanticipated related expenses and loss of profits.
39
<PAGE> 42
On January 26, 1995, the Company reached final settlement of its
lawsuit against Prudential Insurance Company of America and two if
its affiliates. As part of the settlement, the Company received
$3,000,000 less related professional fees of $647,798.
(b) Common Stock Subject to Put Agreements
In conjunction with the Company's investment in Wilmington, 482,140
shares of common stock are subject to Put Agreements. In the event
the put options are exercised as they become exercisable, the related
payments would be $167,916, $335,832, $3,599,534, $335,832 and
$335,832 in 1997, 1998, 1999, 2000 and 2001, respectively and
$3,161,380 in total over the succeeding 12 years.
(c) Union Claims
A demand has been made on the Company by the Newspaper and Mail
Deliverers'-Publishers' Pension Fund (Fund) for withdrawal liability
payments arising from the January 23, 1991 cessation of covered
operations under that plan by Imperial News Company (an inactive
subsidiary). The principal amount of the liability was assessed by
the Pension Fund in August, 1991, to be $729,053 (payable in 16
quarterly installments) with interest totaling $811,290 based on the
Fund's actuarial valuation of its fiscal year ended May 31, 1989,
plus any additional amounts (or credits) that may be due with respect
to the Fund's fiscal years ended May 31, 1990 and 1991, pending
completion of actuarial valuations as of those dates. The original
withdrawal liability assessment of $811,290 plus interest has been
reduced by escrow payments to $573,349 plus interest from August 7,
1991, paid to the Fund from an escrow fund established pursuant to
ERISA.
Imperial is in the process of liquidation under Chapter 7 of the U.S.
Bankruptcy Code, and is unable to make the required payments.
However, under Title IV of ERISA, the Fund may proceed against
Imperial's predecessors-in-interest (Brooklyn News Company and Dale
News Company) or, possibly, against the Company and/or other entities
alleged to be members of Imperial's "control group" within the
meaning of Internal Revenue Code Section 1563(a), to collect the
$573,349 remaining unpaid as of December 7, 1992. As required by
ERISA, the Company has requested review and has initiated arbitration
proceedings contesting, inter alia, the accuracy, amount and
calculation of the Fund's assessment. The Company intends to defend
its position vigorously.
The Company had filed five (5) proofs of claim in the Imperial
bankruptcy case for contingent claims that might be assessed pursuant
to the above demand and the WARN suits, discussed hereinafter. The
Company entered into an agreement with the Bankruptcy Trustee in the
Imperial bankruptcy estate. In exchange for the release by the
Company of its previously filed claims against the estate, the
Trustee provided the Company with dollar for dollar offsets of
$1,500,000 against claims by the Union in its lawsuit. This case has
not yet been set for trial. The ultimate outcome of the case is
uncertain and no provision has been made in the accompanying
consolidated financial statements.
(d) WARN Suit
On February 3, 1992, the Newspaper and Mail Deliverers' Union of New
York and Vicinity (NMDU) and certain trustees of a related Welfare
Fund and Pension Fund filed a complaint against UNIMAG and its
Connecticut subsidiary, MDI, MDI L.P. and two related parties
alleging damages, in an unspecified amount, had been suffered by
approximately 100 NMDU members formerly employed by Imperial. The
suit, which was filed in the United States District Court for the
Eastern District of New York, alleges that the employees were damaged
because:
40
<PAGE> 43
(i) the employees were not given a 60 day advance notice of the
permanent closing of Imperial's operation at its Melville,
New York facility as allegedly required by the Worker's
Adjustment and Retraining Notification Act (WARN);
(ii) Imperial failed to make certain contributions alleged to be
due under its NMDU labor contract to certain benefit plans;
and
(iii) Imperial failed to make certain severance and other fringe
benefit payments alleged to be due under its NMDU labor
contract to such employees.
Management believes the claims to be without merit. The Company has
been dismissed from all claims except the WARN claim. On November 27,
1992, the District Court dismissed the first causes of action under
WARN as time-barred by the six month statute of limitations contained
in the National Labor Relations Act, 29 U.S.C. Sec. 160(b), however,
that decision was overturned on appeal. On October 20, 1995, the
earlier dismissal of the Company from the second and third causes of
actions was overturned. The Company has filed an answer denying the
material allegations of the complaint and interposing a number of
affirmative defenses. The Company intends to defend its position
vigorously. The parties to the litigation have scheduled mediation in
efforts to resolve this litigation without trial. The ultimate
outcome of this case is uncertain and no provision has been made in
the accompanying financial statements.
(e) Taubman Suit
The Company and its inactive subsidiary Team Logos Sportstuff, Inc.
("TLSI") have been named as defendants, along with several unrelated
parties, in a suit by the Taubman Company in United States District
Court, Eastern District of Michigan, Southern Division. The suit
claims approximately $2 million in damages based on an assertion that
the Company and TLSI assumed certain retail leases associated with
companies who were part of an asset purchase by the Company in July,
1992. Trial is scheduled for early 1997. A summary judgment was
recently granted to the plaintiff on one count of the 14 contained in
the complaint. While this is not yet a final appealable order, and is
subject to revision through the date of trial, the Company has
instructed counsel to seek reconsideration. In the event it should
become a final judgment, the Company expects to appeal such judgment
and intends to vigorously pursue at the appellate level. The Company
believes that the actual liability, if any, is substantially less
than the amount of the claim. The ultimate outcome of the case is
uncertain.
(f) San's Suit
The Company has been named as defendant in a suit by two prior
employees for breach of employment contracts, promissory estoppel and
misrepresentation. On September 19, 1996, a jury returned a verdict
in favor of plaintiffs in the amount of $338,500. Plaintiffs filed a
motion seeking attorneys fees, which was granted by the court and
then reversed upon defendants' motion for judgment notwithstanding
the verdict. The judgment in this matter is now appealable.
Management has instructed counsel for the Company to appeal the
judgment when entered. Management believes that defendants have
meritorious defenses and have instructed counsel to defend the
litigation vigorously on appeal. The ultimate outcome of the case is
uncertain.
(g) Other Legal Matters
The Company has been named as a defendant in various litigation
matters including those discussed above. Management intends to
vigorously defend these outstanding claims. The Company believes it
has adequate accrued loss contingencies for all legal matters and the
current or threatened litigation matters will not have a material
adverse impact on the Company's financial position or results of
operations.
41
<PAGE> 44
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
42
<PAGE> 45
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors, Executive Officers, Promoters and Control Persons
The information concerning the directors, executive officers, promoters and
control persons of the Registrant are incorporated by reference from the
sections of the Company's Preliminary Proxy Statement filed in June 1997 for
its 1997 Annual Meeting of Shareholders entitled "Election of Directors --
Nominees for Election" which is filed as Exhibit 99 to this Form 10-KSB.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors, and beneficial owners of more than 10% of the common stock of the
Company to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on its review of copies of
such forms received by it, the Company believes that all filing requirements
applicable to its officers, directors and 10% beneficial owners were complied
with.
ITEM 11. EXECUTIVE COMPENSATION
The information regarding executive compensation is incorporated by reference
from the Section of the Company's Preliminary Proxy Statement filed in June
1997 for its 1997 Annual Meeting of Shareholders entitled "Election of
Directors -- Executive Compensation" which is filed as Exhibit 99 to this Form
10-KSB.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
The following tables set forth, to the knowledge of management, the
number of shares of Common Stock of the Company and the percentage of
outstanding shares of Common Stock of the Company represented thereby, owned
directly, indirectly and beneficially by: (a) each person or entity who is the
beneficial owner of more than 5% of the shares of Common Stock of the Company
outstanding as of May 30, 1997, (b) each person or entity who is expected to
become a holder of more than 5% of the outstanding shares of Common Stock of
the Company following the Acquisitions, (c) each executive officer, director,
and director nominee of the Company, and (d) all executive officers and
directors of the Company as a group. The tables reflect the anticipated
one-for-ten reverse stock split to be presented to the shareholders for
approval at the 1997 Annual Meeting of Shareholders. The following tables also
reflect the number of shares of Common Stock of the Company owned, and the
percentage of outstanding shares of Common Stock of the Company for each of the
foregoing, as adjusted to reflect completion of the Acquisitions, the future
issuance of 25,096 shares (post split) of Common Stock to MDI, the proposed
issuance of 33,333 shares (post split) to R. David Thomas, and assume the
exercise of warrants held by the Bank of Boston Connecticut to acquire 5,000
shares (post split) of Common Stock of the Company. The tables also have been
adjusted to reflect adjustments to net worth based on the preliminary unaudited
balance sheets as of June 30, 1996 for Michiana, Stoll, Read-Mor and Scherer
Affiliates (and August 23, 1996 for Klein). No other rights, options, and
warrants to acquire any of the Company's securities are presently outstanding.
43
<PAGE> 46
TABLE FOR MORE THAN FIVE PERCENT (5%) SHAREHOLDERS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After Completion
of Acquisitions
Number of Shares of Percentage of ---------------
Name and Address Common Stock Common Stock Anticipated
of Beneficial Owner Beneficially Owned (1) Outstanding (2) # of Shares Percentage(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ronald E. Scherer 1,045,600(3)(5)(6)(7)(10) 39.00% 1,747,530(3)(5) 24.65%
Chairman of the Board
of Directors, President
and Chief Executive Officer
5131 Post Road
Dublin, OH 43107
Ohio Periodical 500,000(3)(6)(7) 18.65% 0(7) 0%
Distributors, Inc.
5131 Post Road
Dublin, OH 43017
The Roger L. Scherer 500,000(7) 18.65% 1,180,498(7) 16.65%
Trust FBO Ronald E. Scherer
U/A 6/14/79
100 East Broad Street
Columbus, Ohio 43215
The Roger L. Scherer 500,000(7) 18.65% 1,180,498(7) 16.65%
Trust FBO Linda Hayner
Talbott U/A 6/14/79
100 East Broad Street
Columbus, Ohio 43215
Linda Hayner Talbott 510,550(7) 19.04% 1,212,480(7) 17.10%
5131 Post Road
Dublin, Ohio 43017
R. David Thomas 300,000(6)) 11.19% 333,333 4.70%
One Bay Colony
Ft. Lauderdale, FL 33308
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE> 47
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After Completion
of Acquisitions
Number of Shares of Percentage of ---------------
Name and Address Common Stock Common Stock Anticipated
of Beneficial Owner Beneficially Owned (1) Outstanding (2) # of Shares Percentage(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard H. Stoll, Sr. 0(5) 0% 391,693(5)(11) 5.53%
Director Nominee
6477 Mill Ridge Road
Maumee, Oh. 43537
George R. Klein 0(5) 0% 1,087,881(5) 15.35%
Director Nominee
1771 East 30th Street
Cleveland, Ohio 44114
Magazine Distributors, Inc. 153,608(8) 5.73% 178,704 2.52%
100 Cantiague Rock Rd.
Hicksville, NY 11801
Doris Marshal 237,302(4) 8.85% 237,302 3.35%
P. O. Box 5503
Martinsville, VA 24115
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE FOR EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After Completion
of Acquisitions
Number of Shares of Percentage of ---------------
Name and Address Common Stock Common Stock Anticipated
of Beneficial Owner Beneficially Owned (1) Outstanding (2) # of Shares Percentage(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ronald E. Scherer 1,045,600(3)(5)(6)(7) 39.00% 1,747,530(3)(5)(7) 24.65%
Chairman of the Board
of Directors, President
and Chief Executive Officer
5131 Post Road
Dublin, OH 43107
David B. Thompson 61,164(3) 2.28% 61,164(3) *
Director and Treasurer
5131 Post Road
Dublin, Ohio 43017
- -----------------------------------------------------------------------------------------------------------------------
Eugene J. Alfonsi 5,000 * 5,000 *
Director
5131 Post Road
Dublin, Ohio 43017
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
45
<PAGE> 48
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After Completion
of Acquisitions
Number of Shares of Percentage of ---------------
Name and Address Common Stock Common Stock Anticipated
of Beneficial Owner Beneficially Owned (1) Outstanding (2) # of Shares Percentage(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thaddeus A. Majerek 0(5)(9) 0% 262,435(5)(9) 3.70%
Director
2232 S. 11th Street
Niles, MI 49120
Robert H. Monnaville, Jr. 39,925 1.49% 39,925 *
Director
62 Harper Avenue
Waterbury, CT 06705
Thomas L. Gerlacher 1,900 * 1,900 *
Chief Financial Officer
5131 Post Road
Dublin, Ohio 43017
Nancy Stoll Lyman 0(5) 0 142,420(5)(10) 2.01%
Director Nominee
203 N. Wabash, Suite 1504
Chicago, IL 60601
William D. Parker 0 0 0 0
Director Nominee
5131 Post Road
Dublin, Ohio 43017
Richard H. Stoll, Sr. 0(5) 0 391,693(5)(11) 5.53%
Director Nominee
6477 Mill Ridge Road
Maumee, Ohio 43537
R.L. Richards 1,250 * 1,250 *
Director Nominee
5131 Post Road
Dublin, Ohio 43017
George R. Klein 0(4) 0 1,087,881 15.35%
Director Nominee
1771 E. 30th Street
Cleveland, Ohio 44114
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
46
<PAGE> 49
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After Completion
of Acquisitions
Number of Shares of Percentage of ---------------
Name and Address Common Stock Common Stock Anticipated
of Beneficial Owner Beneficially Owned (1) Outstanding (2) # of Shares Percentage(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All Directors and Executive 1,154,839 43.07% 3,741,198 52.78%
Officers as a Group
(6 persons before the Annual
Meeting, 11 persons after the
Annual Meeting)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%
(1) Unless otherwise specified, the beneficial owners of the shares
of Common Stock have sole voting and investment power over such shares.
(2) The total number of shares of Common Stock of the Company
outstanding on the date hereof, assuming the exercise of warrants held by
the Bank of Boston Connecticut to acquire 5,000 shares, is 2,681,034
shares. None of the executive officers, directors or holders of more than
5% of the Company's issued and outstanding Common Stock hold any options
or warrants to acquire Common Stock. The anticipated number of shares
outstanding after completion of the Acquisitions and the issuance of
shares to MDI, L. P., assuming the exercise of warrants held by the Bank
of Boston Connecticut to acquire 5,000 shares and the anticipated
purchase of 33,333 shares by R. David Thomas, is 7,088,939.
(3) For Ronald E. Scherer, includes 500,000 shares of Common Stock of
the Company owned by OPD, which Ronald E. Scherer is entitled to vote as
the Chief Executive Officer of OPD, but does not include 58,900 shares of
Common Stock of the Company held of record by RAP Diversified, Inc.
("RAP"), the sole shareholder of which is David B. Thompson, Trustee for
a trust of which the children of Ronald E. Scherer are the beneficiaries.
Mr. Scherer disclaims any beneficial ownership of such shares of RAP. The
shares of RAP are reflected as beneficially owned by Mr. Thompson.
After the completion of the Acquisitions, includes 133,542 (1.88%)
shares of Common Stock of the Company to be received by Northern in the
Exchange Transactions and 48,260 (0.68%) shares of Common Stock of the
Company to be received by Wholesalers in the Exchange Transactions. Mr.
Scherer is expected to have voting power over the shares of Common Stock
of the Company held by these companies by virtue of his position as Chief
Executive Officer of these Companies.
(4) Does not include 122,419 shares of Common Stock of the Company
(4.57%) held by Mrs. Marshall's son, David Marshall, and 122,419 shares
of Common Stock of the Company (4.57%) held by Mrs. Marshall's daughter,
Miranda Marshall, all of which shares of Common Stock of the Company are
subject to Put Agreements between the Company and each of Mrs. Marshall's
children.
(5) All of such shares of Common Stock of the Company are subject to
a shareholders' voting agreement dated as of October 9, 1996, among
Ronald E. Scherer, certain of the Scherer Affiliates, the Stoll
Shareholders, the Michiana Shareholders and the Klein Shareholder,
pursuant to which they have agreed to act together in the election of
directors of the Company until such time as all principal and interest on
the Debentures have been paid in full. The parties to the agreement have
agreed to vote for the election to the Board of Directors of two Scherer
representatives, two Stoll
47
<PAGE> 50
representatives, one Michiana representative and two Klein
representatives. The agreement is limited only to the election of seven
directors until such time as the Debentures have been paid in full.
Parties to the Agreement do not share voting or investment power over the
securities held by the other parties to the Agreement.
(6) Ronald E. Scherer, OPD and R. David Thomas have agreed to vote
their shares of Common Stock of the Company in favor of the acquisitions
of Stoll, Michiana, Klein and the Scherer Affiliates and to vote in favor
of the reverse stock split at the Annual Meeting of Shareholders.
(7) 49.5% of the stock of OPD is owned by a trust established for the
benefit of Ronald E. Scherer and his family, and 49.5% of the stock of
OPD is owned by a trust established for the benefit of Linda Hayner
Talbott, the sister of Ronald E. Scherer, and her family. The trusts are
reflected in the foregoing table as beneficially owning the Company stock
owned by OPD because the trusts are stockholders of OPD. In connection
with the merger of OPD into the Company, the shares of stock of the
Company owned by OPD will become treasury stock of the Company. The two
trusts will become direct shareholders in the merger. Additionally, each
of the trusts will become beneficial owners of the shares of stock of the
Company owned by the other trust due to shared voting arrangements. The
two trusts will also become beneficial owners of shares of stock received
by Wholesalers and Northern in the Acquisitions because the trusts are
stockholders of these entities. Mr. Scherer and Ms. Talbott are reflected
in the table as beneficially owning the shares of stock owned by the
trusts.
(8) Does not include approximately 25,096 shares of Common Stock of
the Company which will be issued in 1997 under terms of the Company's
agreement with MDI.
(9) Includes 262,435 (3.70%) shares of Common Stock of the Company to
be owned by a trust over which Thaddeus A. Majerek is expected to have
voting power as one of the co-trustees. Does not include 273,146 (3.85%)
shares of Common Stock of the Company to be owned by another family
trust, over which Mr. Majerek disclaims any beneficial ownership because
he will not have voting or investment power over the Company stock.
(10) Does not include 1,816,047 (25.62%) shares of Common Stock of
the Company to be received by the other Stoll Shareholders, over which
Nancy Stoll Lyman disclaims any beneficial ownership.
(11) Does not include 1,566,773 (22.10) shares of Common Stock of the
Company to be received by the other Stoll Shareholders, over which
Richard H. Stoll, Sr. disclaims any beneficial ownership.
48
<PAGE> 51
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Note 11 of the United Magazine Company consolidated financial statements as
of September 28, 1996, included in Item 8 of this report. Other information
provided under this Item is incorporated by reference from the section of the
Company's Preliminary Proxy Statement filed in June 1997 for its 1997 Annual
Meeting of Shareholders entitled "The Stock and Asset Exchanges -- Conflicts of
Interest and Related Party Transactions" which is filed as Exhibit 99 to this
Form 10-KSB.
49
<PAGE> 52
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Articles of Incorporation of the Registrant (incorporated by
reference from 1989 Form 10-K, Exhibit I).
3.2 Code of Regulations of Registrant (incorporated by reference from
1989 Form 10-K, Exhibit II).
4.1 Put Agreement between UNIMAG and Donald E. Garlikov dated July 25,
1992 together with commitment letter between Donald E. Garlikov and
Team Logos Corporation dated July 7, 1992 (incorporated by
reference from Exhibit 4 to the Current Report on Form 8-K of the
Registrant, filed August 7, 1992).
4.2 Services and Management Agreement with Service News Company and
SNPC, Inc. and Doris R. Marshall together with related Put
Agreements and related documents dated April 5, 1995 (incorporated
by reference from the Current Report in Form 8-KA, Amendment No. 3
to Form 8-K, Current Report filed April 17, 1995 of the registrant,
filed January 13, 1996.)
10.1 Partnership Dissolution and Distribution Plan and Agreement between
UNIMAG, Service News Company and Magazine Distributors, Inc.
relative to the dissolution of MDI Distributors, Limited
Partnership, dated May 24, 1993 (incorporated by reference from
Exhibit 1 to the Current Report on Form 8-K of the Registrant,
filed June 8, 1993.
10.2 Services and Management Agreement with Service News Company and
SNPC, Inc. and Doris R. Marshall together with related Put
Agreements and related documents dated April 5, 1995 (incorporated
by reference from the Current Report in Form 8-KA, Amendment No. 3
to Form 8-K, Current Report filed April 17, 1995 of the registrant,
filed January 13, 1996.)
10.3 Asset Transfer and Exchange Agreement between United Magazine
Company and Northern News Company, effective July 29, 1996
(incorporated by reference from the Current Report on Form 8-KA
filed September 30, 1996, See Exhibit 2 (a) therein).
10.4 Stock Transfer and Exchange Agreement among United Magazine
Company, Michiana News Service, Inc. and all of the shareholders of
Michiana News Service, Inc. effective July 30, 1996 (incorporated
by reference from the Current Report on Form 8-KA filed September
30, 1996, See Exhibit 2 (b) therein).
10.5 Stock Transfer and Exchange Agreement among United Magazine
Company, The Stoll Companies and all of the shareholders of The
Stoll Companies effective July 31, 1996 (incorporated by reference
from the Current Report on Form 8-KA filed September 30, 1996, See
Exhibit 2 (c) therein).
10.6 Asset Transfer and Exchange Agreement, subsequently modified to a
Stock Transfer and Exchange Agreement, between United Magazine
Company and Ohio Periodical
50
<PAGE> 53
Distributors, Inc., effective August 1, 1996 (incorporated by
reference from the Current Report on Form 8-KA filed September 30,
1996, See Exhibit 2 (d) therein).
10.7 Asset Transfer and Exchange Agreement between United Magazine
Company and Wholesalers Leasing Corp., effective August 2, 1996
(incorporated by reference from the Current Report on Form 8-KA
filed September 30, 1996, See Exhibit 2 (e) therein).
10.8 Stock Transfer and Exchange Agreement among United Magazine
Company, Scherer Companies and all of the shareholders of Scherer
Companies effective August 2, 1996 (incorporated by reference from
the Current Report on Form 8-KA filed September 30, 1996, See
Exhibit 2 (f) therein).
10.9 Stock Transfer and Exchange Agreement among United Magazine
Company, Read-Mor Bookstores, Inc. and all of the shareholders of
Read-Mor Bookstores, Inc. effective August 2, 1996 (incorporated by
reference from the Current Report on Form 8-KA filed September 30,
1996, See Exhibit 2 (g) therein).
10.10 Stock Transfer and Exchange Agreement among United Magazine
Company, The George R. Klein News Co., Central News Co., Newspaper
Sales Inc. and the shareholder of all of those companies,
effective September 27, 1996 (incorporated by reference from the
Current Report on Form 8-K filed September 27, 1996, See Exhibit 2
therein).
51
<PAGE> 54
21 Subsidiaries of the Registrant
<TABLE>
<CAPTION>
Name in Which
Jurisdiction of Incorporation or Business
Name of Subsidiary Organization Is Conducted
------------------ ------------ ------------
<S> <C> <C> <C>
Current Subsidiaries:
Service News Company Connecticut Yankee News Company
Imperial News Co., Inc. Delaware Imperial News
Team Logos Sportstuff, Inc. Ohio Team Logos and Sportstuff
Sportstuff Marketing, Inc. Ohio Sportstuff Marketing
UNIMAG I, Inc. Delaware Team Logos and Sportstuff
(subsidiary of Team
Logos Sportstuff, Inc.)
Service News Company of North Carolina Service News and
North Carolina (acquired Wilmington
January 13, 1996)
Triangle News Company Pennsylvania Triangle and Pittsburgh
(acquired January 23, 1996)
Acquisition Transaction Subsidiaries:
Michiana News Service, Inc. Michigan Michiana
MacGregor News Service, Inc. Michigan MacGregor
The Stoll Companies Ohio Stoll
Ohio Periodical Distributors, Ohio OPD
Inc
Scherer Companies Delaware Scherer Companies
Read-Mor Bookstores, Inc. Ohio Read-Mor
The George R. Klein News Co. Ohio Klein
Central News Co. Ohio Klein
Newspapers Sales, Inc. Ohio Klein
27 Financial Data Schedules - EDGAR Filing
</TABLE>
52
<PAGE> 55
<TABLE>
<S> <C>
99 Excerpt of Portions of the Company's Proxy Statement for its 1997
Annual Meeting of Shareholders which have been incorporated by
reference into the Form 10-KSB.
</TABLE>
(b) Reports on Form 8-K:
On August 8, 1996 UNIMAG filed a Form 8-K for the acquisition of
Michiana News Services, Inc., Stoll Companies, Ohio Periodical
Distributors, Inc., MacGregor News Agency, Inc. (through the
acquisition of the assets of Northern News Company) and Scherer
Companies and for the acquisition of the assets of Wholesalers
Leasing Corp. On September 27, 1996 UNIMAG filed a Form 8-KA for the
aforementioned acquisitions.
On September 27, 1996 UNIMAG filed a Form 8-K for the acquisition of
George R. Klein News Co., Central News Co., and Newspaper Sales, Inc.
On September 30, 1996 UNIMAG filed a Form 8-KA Amendment to its Form
8-K filed August 8, 1996.
(c) Filing Status:
Effective October 2, 1994, UNIMAG began filing as an SB filer. The
first such filing was the Company's Form 10-QSB for the first quarter
of fiscal 1995.
53
<PAGE> 56
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
UNITED MAGAZINE COMPANY
Date June 16, 1997 by /s/
------------- ---------------------------
Ronald E. Scherer, President
Pursuant to the required Securities and Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the registrant and in
the capacities as stated as of the dates indicated below, and in the capacities
indicated.
Signature Title Date
--------- ----- ----
/s/ Chairman, President June 16, 1997
- ----------------- and Chief Executive ----
Ronald E. Scherer Officer
/s/ Director and Treasurer, June 16, 1997
- ----------------- ----
David B. Thompson
/s/ Director, Vice President June 16, 1997
- ----------------- ----
Eugene J. Alfonsi
/s/ Chief Financial June 16, 1997
- ------------------- Officer ----
Thomas L. Gerlacher
54
<PAGE> 57
EXHIBIT 99
EXCERPT OF PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR ITS 1997 ANNUAL
MEETING OF SHAREHOLDERS WHICH HAVE BEEN INCORPORATED BY REFERENCE INTO THE FORM
10-KSB,
I. "THE COMPANY AND THE COMBINED COMPANY -- BUSINESS, COMBINED REVENUES,
EMPLOYEES, PRODUCTS, SUPPLIERS AND PRICING, DISTRIBUTION SYSTEMS, MARKETING AND
SALES, THE SMARTS SYSTEM, CUSTOMERS AND COMPETITION"
THE COMPANY AND THE COMBINED COMPANY
BUSINESS
The Company is a regional wholesaler of periodicals. It distributes
its products to retail outlets such as supermarkets, discount variety stores,
convenience stores, drug stores, and newsstands that offer mass market reading
materials to consumers. The Company conducts its operations through the
following three active operating subsidiaries: Service News Company of
Connecticut, ("Yankee" or "Connecticut"); Service News Company of Wilmington,
North Carolina ("Service News" or "Wilmington"); and Triangle News Company of
Pittsburgh, Pennsylvania ("Triangle" or "Pittsburgh").
During June of 1996, the Company sold its other active subsidiary,
Reader's Choice, Inc. of Dublin, Ohio, a company engaged in the business of
managing and reporting information on retail display allowances and collecting
these allowances which are paid by publishers to retailers. The operations of
Reader's Choice, Inc. are not significant, and the sale will not have a
material effect on the Company. In addition, the Company has three inactive
subsidiaries which have ceased operations: Sportstuff Marketing, Inc., Team
Logos Sportstuff, Inc. (which includes its inactive subsidiary UNIMAG I) and
Imperial News Co., Inc.
COMBINED REVENUE
Following the consummation of the proposed exchange and acquisition
transactions, the Combined Company will have an estimated market share of
greater than fifty percent (50%) in the Ohio, Indiana, Michigan and western
Pennsylvania area. It is expected that the proposed transactions with the
Acquisition Parties will transform the Company from an entity which generated
annualized net sales of approximately $57 million in fiscal year 1995 (from
Yankee, Wilmington, and Pittsburgh) to a Company with combined net sales, on a
pro forma basis, for fiscal year 1996 of approximately $280 million for all
entities.
EMPLOYEES
At September 30, 1996, the Company employed approximately 398
employees, of which 124 were represented by various locals of the Teamsters
Union with contracts expiring in 1996 through 2001. Such employees were staffed
substantially as set forth in the tables below. It is anticipated that the
Combined Company initially will employ approximately 1,993 individuals, of
which 246 will be represented by various locals of the Teamsters Union with
contracts expiring in 1996 through 2001. In the opinion of management of each
of the Acquisition Parties, relations with both union and non-union employees
of such Acquisition Parties have been satisfactory.
55
<PAGE> 58
The Company
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Part-time
Position Union Non-Union Total (Included in Total)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management
and Supervisors 1 15 16 0
Administrative and Office 7 32 39 2
Sales 4 4 8 0
Warehouse 48 40 88 21
Drivers 64 24 88 5
In-Store Service 0 125 125 92
Retail and Other 0 34 34 23
--- --- --- ---
Total 124 274 398 143
--- --- --- ---
- ---------------------------------------------------------------------------------------
</TABLE>
The Combined Company
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Part-time
Position Union Non-Union Total (Included in Total)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management and
Supervisors 1 159 160 0
Administrative and Office 15 170 185 13
Sales 4 67 71 0
Warehouse 104 295 399 65
Drivers 122 160 282 8
In-Store Service 0 695 695 620
Retail and Other 0 201 201 145
--- ----- ----- ---
Total 246 1,747 1,993 851
--- ----- ----- ---
- ---------------------------------------------------------------------------------------
</TABLE>
Management is currently reviewing the appropriate staffing plan for
the Combined Company and expects significant employee reductions and labor cost
savings as the operations of the Acquisition Parties are consolidated in the 12
months following the consummation of the proposed transactions.
PRODUCTS
The Company generates revenue primarily from the sale and distribution
of mass market reading materials including magazines, paperback and hardback
books, newspapers and other complementary items.
o Magazines. There are over 3,500 different magazine titles
published annually which focus on a diverse range of consumer
interest topics. Sales of magazines currently represent
approximately 83% of total Company revenue.
o Books. The Company distributes an average of 2,750 different
paperback and hardcover titles per year at an average retail price
of $5.25 per book. The process by which the Company selects book
titles for resale is different from the periodical selection
process in that book publishers, rather than regional periodical
wholesalers, customarily control the product allocation process.
Historically, book publishers have allocated most of their
available titles to the large book store chains where a high level
of retail sales was assured.
56
<PAGE> 59
However, because of recent pricing pressure exerted by the large
retailers, book publishers have become interested in allocating
more books and titles to alternative retailers like supermarkets
where gross margins are higher.
Sales of paperback and hardcover books currently represent
approximately 15% of total Company revenue. However, management
believes that because of the pricing pressure experienced by book
publishers from large book store chains, as well as the desire of
the Company's existing customer base (especially large supermarket
chains) to carry alternative products, sales of paperback and
hardcover books are expected to become a more significant
percentage of total Combined Company revenue.
o Newspapers. In selected markets, specifically Connecticut and
Pennsylvania, the Company distributes over 50 local and national
newspapers including daily, weekly and Sunday only titles seven
days a week. The newspaper routes are run separately and on an
earlier schedule than periodicals. Although profit margins on
newspapers are lower than books and magazines, the Company will
continue to provide this service to those select retail customers.
Sales of newspapers currently represent approximately 1% of total
Company revenues.
o Other. The Company also distributes other items such as
trading cards, maps and calendars; however, this category does not
represent a significant component of the Company's business. Sales
of these items currently represent approximately 1% of total
Company revenues.
It is anticipated that the Combined Company will also generate
revenues from substantially the same product segments, although the Company
expects that, with the customer and market diversification which will occur
following the completion of all of the transactions, the relative contribution
of certain product segments to revenues of the Combined Company may differ
significantly from those experienced by the Company.
SUPPLIERS AND PRICING
The retail prices of the periodicals that the Company distributes are
established by publishers such as Time Warner, Hearst and Hachette. The Company
purchases approximately 75% of its product, representing approximately 70% of
accounts payable, from four national wholesalers - Warner Distribution
Services, ICD/The Hearst Corporation, Murdoch and Curtis Circulation Co. These
purchases are made under long-standing relationships, and there are no formal
purchase agreements. The product is purchased from the wholesaler at a discount
to the suggested retail price (cover price) and then sold to retailers at a
smaller discount off the cover price.
DISTRIBUTION SYSTEM
The distribution system starts with the publisher who provides
editorial content to printers who prepare the product and ship it directly to
the wholesale distributor. The national distributors do not physically touch
the product. Instead, they function as brokers of information and collectors of
funds from the wholesale distributor for remittance to the publishers. The more
sophisticated wholesale distributors maintain and analyze data on product,
customers, and consumers and make product allocation decisions as category
managers for the retailers. In addition, the wholesale distributors provide
packaging, delivery,
57
<PAGE> 60
display and in-store merchandising services to the retailers. The wholesale
distributors bill the retailer, collect the receivables, and remit payments to
the national distributors.
The Company's distribution facilities receive product in bulk form
every day during the week. The distribution facilities are especially active on
Fridays and Mondays when weekly titles such as People Magazine, TV Guide and
the National Enquirer are received, packaged and delivered to retailers.
Delivery of weekly periodicals must be made within 24 hours after receipt of
such periodicals by the distribution facilities.
As inventory is received a copy of each title is sent to the receiving
department where a validation clerk scans the title to verify the BIPAD number
and quantity. After the quantity is verified the receiving department enters
the item into the tracking system. If the allotted quantity in the system does
not match the quantity received, the clerk manually enters the correct amount.
A receiving clerk scans the product and identifies the location for the product
on the automatic conveyor system (the "Tie Line"). The product is then
immediately routed to the proper position on the Tie Line where it is stacked
and bundled for shipment.
The Tie Line operates throughout the week. Because magazines have a
limited shelf life, a minimum inventory level is maintained to meet daily
delivery needs. Packing receipts are transported down the Tie Line with
corresponding order information displayed automatically in front of each
packaging station indicating the appropriate count for each title to be stacked
for that particular order. Stacks are bundled at the end of the Tie Line by a
strap machine and placed onto route sequenced interbodies and loaded into
trucks for delivery to the retailer.
Sales to both the wholesaler and retailer are made on a guaranteed
basis. Retailers are able to return unsold product to the wholesaler for full
credit. The wholesaler, in turn, is able to receive full credit from the
publisher and/or national distributor.
When product is returned to the Company, titles are individually
scanned into a returned inventory tracking system and sent down a conveyer belt
to be shredded and baled. The Company generates additional revenue from the
sale of these bales of scrap paper to a recycler. The price for baled paper
fluctuates on the open market.
It is anticipated that although distribution methods utilized by the
various Acquisition Parties may differ at this time, gradually the Combined
Company's distribution activities will become more consistent throughout the
Combined Company, subject to the various requirements, customs and practices in
a particular market.
MARKETING AND SALES
The increasing size and sophistication of retailers has led them to
demand more assistance in managing and positioning their product lines to
maximize sales and eliminate unnecessary costs. In response to these demands,
the Company has sought ways to expand upon the wholesaler's basic delivery
service to seek ways to provide value added services to its customer base. The
Company has determined that by integrating certain of its basic marketing
programs described below with a sophisticated and proprietary system known as
the "SMARTS System" (which stands for Sales Magazine Analysis React Transmit
System) developed by Scherer Companies, the Company and the Combined Company
will be able to effectively position its products leading to higher revenues
and more efficient product allocation. The Company's basic marketing programs
include the following:
58
<PAGE> 61
o Impact Marketing Program. This marketing program customizes
magazine displays to utilize otherwise wasted space in retail
outlets like structural columns, freezer bases and end caps,
thereby increasing the number of displays within a store from two
to up to seven. These locations are usually in the highest traffic
areas within the store and represent excellent cross merchandising
opportunities.
o Mainline Fixture Program. This program is the basis of all
magazine sales beyond those at the checkout line. Mainline
fixtures serve as the primary location of magazines within a
store. Mainline fixtures include a minimum four foot long rack
capable of holding up to 26 titles per foot. Mainline titles
typically have a higher cover price (over $3.00) and produce over
50% of revenues in a given location.
o Auxiliary Display Program. This program utilizes small spinner
racks, special promotion dump displays and counter displays to
create additional display opportunities within a retail outlet to
increase sales. These displays can be uniquely placed throughout
the store for one to three week periods of increased sales.
o Checkout Sales. This component is designed to promote the sale
of magazines at the checkout counter by closely managing title
selection. Services include display fixture production and
installation for which the Company receives display placement fees
from publishers.
o Family Reading Center. Family Reading Centers provide up to 40
running feet of shelf space which allow the wholesaler to showcase
more titles than a Mainline Fixture Program and display them with
a full facing rather than the typical quarter or half facing.
o Store Within a Store. This component replicates the product
selection and size of a newsstand but is housed within a larger
retailer such as a supermarket. It represents the transition from
the "pass and browse" approach of the mainline fixtures to a "stop
and shop" theme. The Store Within a Store can range anywhere from
50 to 150 running feet and delivers maximum results for high
traffic oriented retailers by increasing the number of unit
purchases per customer.
o Display Growth - Incentive. This component is tailored to
existing retailers to provide incentives to expand their display
space for magazines by offering display placement allowances and
rebates for increased sales. It is part of the Company's strategy
to up-tier its basic marketing programs with retailers into those
that utilize more floor space.
THE SMARTS SYSTEM
The SMARTS System, which is the only system of its kind in the
wholesale periodical distribution industry, was developed by internal
management information systems professionals at Scherer Companies. The SMARTS
System analyzes the market area of each retail location to customize product
allocation to correspond to the buying habits and trends of the primary
consumer base. Through customer profiling and product placement programs, the
SMARTS System increases sales by pinpointing the product that the consumer is
most likely to buy and strategically placing it on display in an optimum
location within the store.
59
<PAGE> 62
o Consumer Profiling. Utilizing sophisticated data from the US
Census Bureau, the SMARTS System is a proprietary product allocation
system that provides a detailed consumer profile for a particular
market area, enabling the Company to target its product mix based upon
the demographic (i.e., age, population, gender, occupation, income,
ethnicity, marital status, religion and education level) and
psychographic (i.e., lifestyle and purchasing behavior) characteristics
of the market area. These characteristics group consumers into
lifestyle cluster groups. A retail location is assigned to one of 72
lifestyle cluster groups. Examples of two lifestyle cluster groups are
as follows:
Executive Suites: Professional/White Collar
College Graduate
Age 25 - 44
White/High % of Asian
More likely to:
- Go jogging
- Use financial planning services
- Read Fortune magazine
Gray Collars: Blue Collar
High School education
Age 55 +
Mixed Ethnicity
More likely to:
- Join a religious group
- Drive a Chevrolet Truck
- Read Guns & Ammo magazine
The preferences of lifestyle cluster groups are compared to
historical sales information to optimize sales opportunities and
product mix in each retail location. The Company is able to tailor its
distribution focus to products identified by the cluster group that
meet the demand of the consumer at each retail location, ultimately
improving sales and distribution efficiency. The SMARTS System provides
the Company with a key competitive advantage over other regional
wholesalers and is expected to become more valuable to the Combined
Company as it expands its market area throughout the midwestern United
States.
o Product Placement. The SMARTS System also provides product
placement assistance in two ways. The Floor Planogram is used to
determine the location of display fixtures within the store. This
sophisticated program increases sales potential by positioning displays
in high traffic, high visibility areas while maximizing the available
display space. This program enables management to exploit additional
selling opportunities by identifying under-utilized space in the store
such as structural columns, in aisle freezer bases, and the sides of
end aisle displays. These opportunities are targeted for customer
design display racks to feature titles focused around particular
products and topics reflective of the products offered in that area.
For example, a display may be positioned in the wine section to display
magazines such as Food and Wine.
The Display Planogram is used to determine the position of a
specific title and/or category of titles within the display fixture.
Product space is allocated based on sales
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performance of each category within the store and benchmarked against
other comparable stores in comparable lifestyle cluster groups. Better
ranked categories receive larger and/or better positions on the
displays. The titles within each category are ranked based upon
consumer interest, cluster rank, profitability, and seasonality to
determine which titles earn the best locations within the category
blocks. "A" titles occupy more desirable positions on the fixtures and
receive more consumer exposure, while "B" and "C" titles earn and
receive progressively less desirable locations. This ranking system
then places the titles most likely to sell at the consumer's
fingertips.
It is anticipated that the SMARTS System will be expanded and rolled out
to the various operating locations of the Combined Company until, eventually,
all locations of the Combined Company will utilize the SMARTS System.
CUSTOMERS
The Company and the individual Acquisition Parties have developed long
standing, trusted vendor relationships with their respective customer bases.
The customer bases range from large national retailers such as The Kroger
Company to smaller local retailers. It is estimated that the Combined Company
has a large and more diverse customer base comprised of approximately 18,000
different retail locations representing approximately 12,000 different
customers, with no one customer representing more than 5% of sales.
During 1996, most of the larger retail chains entered into multi-year
contracts with wholesale distributors. The Company has entered into long-term
contracts ranging from one through five years, but primarily three years with
the major retailers, to be the exclusive providers of magazines and, in most
cases, related periodical products. Some of the retail chains which the Company
has received contracts with include The Kroger Company, Giant Eagle, Meijer,
and Big Bear stores. During 1996, the Company and the Acquisition Parties lost
business they had with K-Mart and WalMart. Although the Company submitted bids
for contracts with K-Mart and WalMart, those bids were not accepted.
COMPETITION
The Company and the Combined Company face competition from three different
areas. These areas include competition from other wholesalers, competition from
alternative delivery channels and competition from substitute products.
o Competition From Other Wholesalers. Principal competitors of the
Company and the Combined Company include The Anderson Group, ARAMARK
and the Charles Levy Company, all of which are regional wholesalers in
neighboring territories. Although these regional wholesalers represent
potential competition in certain markets in which the current Company
and the Combined Company will operate, management does not believe
that competition will be significant due to the "Post Office" economic
model of distribution which makes it difficult for other wholesalers
to profitably compete in the Combined Company's market areas.
Because most wholesalers have access to the same periodical
titles, they must differentiate themselves from neighboring regional
wholesalers by providing value added services to their retail
customers. With the ultimate goal of efficiently maximizing sales of
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periodicals in their stores, management believes that retailers
generally have selected wholesalers based upon the following
considerations:
o The accuracy of packaging and accounting systems and the
timeliness of delivery service;
o The effectiveness of its product allocation and display
systems to the retailer;
o Technological capabilities and the resulting cost saving
afforded to the retailer;
o Competitive pricing and terms;
o The wholesaler's reputation as a "direct store delivery"
vendor and success as an overall category manager to the
retailer; and
o The wholesaler's ability to generate and communicate new
specific customer knowledge to the retailer.
o Competition From Alternative Channels of Distribution. Periodical
wholesalers compete with other delivery sources for the sale of
periodicals to the consumer. These alternative delivery sources
include subscriptions offered by the publishers and electronic
transmissions over the Internet.
At one time, subscription sales represented the only alternative
source of delivery for a periodical to the ultimate consumer. Although
it is not a profitable delivery channel for most publishers,
subscription sales are principally used to establish information about
the circulation base of a magazine to assist the publisher in
attracting focused advertisers and in establishing advertising rates.
Management believes that the vast majority of magazine sales are a
retail impulse purchase and that subscriptions do not represent a
significant competitive threat. In addition, management believes that
as the SMARTS System (as described and defined above) becomes
integrated and utilized by the Combined Company in all of its
businesses, the demographic and psychographic information utilized in
the product allocation decision can be used by publishers to attract
focused advertisers and establish advertising rates. See "The Company
and the Combined Company -`The SMARTS System'."
Many of the major publishers are now offering samples of their
magazines on the Internet through either direct ordering, viewing on
line, or downloading of articles. Although certain sources estimate
that as much as 11% of the population has access to the Internet, this
service has not had any quantifiable effect on retail periodical sales
due to the impulse nature of the purchase.
o Competition From Substitute Products. The periodical industry competes
for the non-active leisure time of consumers (in contrast to active
leisure time which includes activities such as participant sports).
For several decades, the periodical industry has competed with
alternative products such as the radio, television, home videos, home
computers and the Internet for consumers' non-active leisure time.
Rather than hindering the growth in the
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wholesale periodical distribution industry, the growth of these
substitute products has generated increased consumer interest in new
magazines like Stereo Review, TV Guide, Video Review, PC magazine and
Internet Life which are focused on the interests and hobbies of
consumers.
FINANCING ARRANGEMENTS
The transactions with the Acquisition Parties initially are being financed
by the issuance of Common Stock of the Company, valued at $1.50 per share
(pre-reverse split), and by Senior and Subordinated Debentures.See "The Stock
and Asset Exchanges" and Proposals One through Seven.
The Debenture Agreement pursuant to which the Senior and Subordinated
Debentures are being issued to the Acquisition Parties requires the Company to
use its best efforts to refinance the Senior Debentures, which will aggregate
$39,920,000. In connection with such refinancing, the Company has engaged Bank
Boston as financial advisor to the Company's Board of Directors. (See "The
Stock and Asset Exchanges - `Opinion of the Financial Advisors to the Company's
Board of Directors'.") Bank Boston has been requested to provide fee based
services in connection with the development of a financing restructuring for
the transactions and with the related placement of debt and/or equity
securities. The Company has had discussions with several different entities
interested in providing such financing, introduced to the Company by Bank
Boston. However, because of delays associated with holding the Annual Meeting
and final consummation of the acquisitions, the Company has not received a
financing commitment nor reached agreement with any of these entities regarding
such financing, nor can there be any assurances that such financing will be
secured.
The Company also plans to restructure existing Company and Acquisition
Parties bank and third party debt and to consolidate banking relationships. The
Company further plans to expand bank lines of credit to support working capital
and other requirements of the Combined Companies. The Company has had
discussions with several different entities interested in providing such
financing to the Combined Companies. At present, the Company has not entered
into any new debt and/or equity placements through the Bank Boston or through
any other financial adviser in connection with the transactions, nor can there
be any assurances that such financing will be secured.
II. "THE COMPANY AND THE COMBINED COMPANY -- FACILITIES"
FACILITIES
At September 28, 1996, the Company owned or leased the following properties:
Company's Wholesale Facilities:
<TABLE>
<S> <C> <C> <C>
o 34,000 sq. ft. Waterbury, CT Monthly Lease
o 62,400 sq. ft. Pittsburgh, PA 4 Year Lease
o 20,000 sq. ft. Wilmington, NC 4 Year Lease
</TABLE>
Company's Retail Facilities:
The Company also maintained lease agreements with respect to approximately
7,500 sq. ft. for one bookstore and four Newsrack retail outlets in
Connecticut.
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Company's Corporate Facilities:
The Company is provided approximately 272 square feet of space at 5131
Post Road, Dublin, Ohio, for its corporate offices, from Scherer Companies
pursuant to a Management Agreement with Scherer Companies. Upon completion of
the acquisition transactions, the Company intends to add 17,128 square feet of
space previously leased by Scherer Companies. Such lease will be for a term of
9 years. Management believes that the leased facilities are and will be
adequate for the Company's operations in the foreseeable future. See "The Stock
and Asset Exchanges - `Conflicts of Interest and Related Party Transactions'."
Facilities of the Combined Company:
In addition to the Company's current properties and facilities, the
Combined Company will hold additional facilities as described more particularly
below.
Combined Company's Wholesale Facilities:
Generally, such facilities are utilized as warehouse and distribution
centers although certain of the facilities may also contain the respective
company's executive or principal business offices. A number of these
facilities, identified below with an asterisk, are leased from principals of
the Acquisition Parties. See "The Stock and Asset Exchanges - `Conflicts of
Interest and Related Party Transactions'."
Scherer Affiliates Wholesale Facilities:
<TABLE>
<S> <C> <C> <C>
o 65,000 sq. ft. Columbus, OH* 3 Year Lease
o 35,000 sq. ft. Cincinnati, OH Owned (Subject to Mortgage)
o 17,000 sq. ft. Petoskey, MI* 3 Year Lease
o 17,000 sq. ft. Mt. Pleasant, MI* 10 Year Lease
</TABLE>
Stoll Wholesale Facilities:
<TABLE>
<S> <C> <C> <C>
o 84,000 sq. ft. Jackson, MI* 10 Year Lease
o 45,000 sq. ft. Jackson, MI* 5 Year Lease
o 53,000 sq. ft. Grand Rapids, MI* 5 Year Lease
</TABLE>
Stoll Wholesale Facilities (continued):
<TABLE>
<S> <C> <C> <C>
o 30,000 sq. ft. Toledo, OH Owned
o 78,000 sq. ft. Indianapolis, IN* 3 Year Lease
o 20,000 sq. ft. Galesburg, MI* 5 Year Lease
</TABLE>
Michiana Wholesale Facilities:
<TABLE>
<S> <C> <C> <C>
o 46,800 sq. ft. Niles, MI* 3 Year Lease
o 14,200 sq. ft. Ft. Wayne, IN* Being Purchased
</TABLE>
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Klein Wholesale Facilities:
<TABLE>
<S> <C> <C> <C>
o 98,000 sq. ft. Cleveland, OH* Month-to-Month Lease
o 38,000 sq. ft. Akron, OH* Month-to-Month Lease
o 10,000 sq. ft. Cleveland, OH* 3 Year Lease
</TABLE>
Combined Company's Retail Facilities:
The Combined Company also will maintain lease agreements with respect to
an additional approximately 90,000 sq. ft., for an additional 26 retail outlets
and bookstore locations. After the transaction it will add 13 leased retail
locations from Stoll, 6 leased retail locations from Read-Mor (a company
managed by Scherer Companies), 2 leased retail locations from MacGregor and 5
leased retail locations from Klein. Management does not consider any one of
these properties to be materially important to the Company.
Certain of the retail leases require landlord consent to assignment.
Although consent to assignments have not been received from all landlords,
failure to receive one or more assignments would not have a material adverse
effect on the Company.
In the opinion of management of the Company, all of the foregoing
described properties which are owned by the Company or are to be acquired in
the transactions and all of the contents of the owned and leased facilities are
adequately covered by insurance.
It is anticipated that as the operations of the Combined Company are
consolidated over the next 12 months, the Combined Company will require less
operational space to service and expand current market territories. Management
expects to achieve significant cost savings by selling or subleasing certain of
these facilities when consolidation plans are finalized and operations are
merged. Pursuant to the Debenture Agreement, the Company has agreed that, until
$12,000,000 of Senior Debentures owed to Stoll Shareholders and issued in the
acquisition have been paid, it will not effect any consolidation(s) of
operations if a review of the proposed consolidation(s) is requested by an
appropriate member of the Executive Committee, unless the consolidation is
approved by at least a majority of the Executive Committee consisting of Ronald
E. Scherer, Thaddeus S. Majerek, Richard H. Stoll, Sr., Richard H. Stoll, Jr.,
and George R. Klein. See "The Stock and Asset Exchanges - `Debentures'."
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III. "ELECTION OF DIRECTORS -- NOMINEES FOR ELECTION".
NOMINEES FOR ELECTION
The following information is set forth with respect to each person nominated
for election as a director and with respect to the executive officers of the
Company:
Director Nominees
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Name Age Positions Held with the Company
- ------------------------------------------------------------------------------
<S> <C> <C>
Ronald E. Scherer 47 Chairman of the Board of Directors;
President and Chief Executive Officer
Eugene J. Alfonsi 59 President and Chief Operating Officer
of Scherer Companies
Thaddeus A. Majerek 46 Director
David B. Thompson 57 Director; Treasurer
Robert H. Monnaville 52 Director and President of Service
News Company
Richard Stoll, Sr. 64 None
Nancy Stoll Lyman 36 None
George R. Klein 55 None
R.L. Richards 48 None
William D. Parker 60 None
- ------------------------------------------------------------------------------
</TABLE>
Executive Officer Not Named Above
<TABLE>
<S> <C> <C>
Thomas L. Gerlacher 54 Chief Financial Officer
</TABLE>
RONALD E. SCHERER, age 47, has been a member of the Board of Directors
since 1989. Mr. Scherer was appointed President and Chief Executive Officer of
the Company in August 1989, became Chairman of the Board of Directors in
February 1992, and has acted in those capacities since his respective
appointments. Mr. Scherer has also served as Chairman of the Board of Directors
of Scherer Companies since 1982 and was appointed Senior Chairman of such Board
of Directors in 1993. Other companies under Mr. Scherer's ownership, control or
management have engaged in such businesses as real estate, manufacturing,
pharmaceutical distribution, and data processing. Mr. Scherer is an executive
officer and shareholder of the National Wholesale Drug Co. which filed a
voluntary petition under Chapter 11 in the United States Bankruptcy Court for
the Eastern District of Michigan in February 1993.
EUGENE J. ALFONSI, age 59, has been a member of the Board of Directors
since 1992. Mr. Alfonsi was the President of the Periodical Division of Scherer
Companies from 1986 to September 1993. In September 1993, Mr. Alfonsi was
appointed as the President and Chief Operating Officer of Scherer Companies,
which positions he still holds today. Prior to joining Scherer Companies in
1986, he owned and managed several wholesale periodical distribution companies,
a business in which he has been
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employed for most of his life. Mr. Alfonsi graduated in 1963 with a B. A. degree
in Economics and Finance from Milliken University in Illinois.
THADDEUS A. MAJEREK, age 46, has been a member of the Board of Directors
since 1992. Since 1988, Mr. Majerek has served as the President and Chief
Executive Officer of Michiana News Service, Inc. in Niles, Michigan. Mr.
Majerek graduated in 1974 with a BS degree in Business and Physical Education
from Eastern Michigan University, and in 1989 with an MBA degree from the
University of Notre Dame. Mr. Majerek has been active in the magazine
distribution business since 1971. He has managed magazine distribution
companies in Utah, Indiana, and Michigan.
DAVID B. THOMPSON, age 57, has been a member of the Board of Directors
since 1988. He also was appointed Treasurer and Chief Financial Officer of the
Company in August 1989, but ceased serving as Chief Financial Officer in
December 1993. Additionally, Mr. Thompson, a Certified Public Accountant, has
been affiliated with Scherer Companies since 1973 when he was elected as a
Director and appointed Treasurer and Chief Financial Officer. In 1993, Mr.
Thompson became Chairman of the Board of Directors and Chief Executive Officer
of Scherer Companies. Currently, Mr. Thompson is an officer and/or a director
of a number of companies owned, controlled or managed by Mr. Scherer, including
OPD, Wholesalers, Northern and MacGregor. Mr. Thompson graduated in 1963 with a
BS degree in Accounting from the University of Detroit. Mr. Thompson is an
executive officer of the National Wholesale Drug Co. which filed a voluntary
petition under Chapter 11 in the United States Bankruptcy Court for the Eastern
District of Michigan in February 1993.
ROBERT H. MONNAVILLE, JR., age 52, has been a member of the Board of
Directors of the Company and President of Service News Company, d/b/a Yankee
News Company, one of the Company's subsidiaries, since March of 1995. From May,
1993 to March, 1995, Mr. Monnaville served as the General Manager of Yankee
News Company. From September, 1992 to May, 1993, Mr. Monnaville served as the
General Manager of National Wholesale Drug Co., a wholesale pharmaceutical
distributor, and, again, from 1990 to July, 1992, Mr. Monnaville served as
General Manager of Yankee News Company. Altogether, Mr. Monnaville has served
in several executive capacities with the Company since 1982. Mr. Monnaville is
a graduate of John Carroll University and has a law degree from Cleveland State
University. Prior to joining Yankee News Company, Mr. Monnaville engaged in the
practice of law as a labor attorney for United Technologies in Connecticut.
Additionally, Mr. Monnaville serves on the Board of Directors of Blue
Cross/Blue Shield of Connecticut.
RICHARD H. STOLL, SR., age 64, has been nominated for election to the
Board of Directors. Mr. Stoll Sr. is the Chairman of the Board of Directors and
Chief Executive Officer of The Stoll Companies and has been employed by The
Stoll Companies since July 1954. Mr. Stoll Sr. is a graduate of Colgate
University in 1954 with a degree in history. Mr. Stoll is the father of Nancy
Stoll Lyman.
NANCY STOLL LYMAN, age 36, has been nominated for election to the Board of
Directors. Ms. Lyman is a Director of The Stoll Companies. Ms. Lyman is the
Founder and Managing Consultant for the Executive Development Group, a
management and consulting firm formed in 1991. Previously Ms. Lyman was the
Manager of Management Training and Development at Merrill Lynch and an
Associate with Morgan Stanley in the Fixed Income Division. Ms. Lyman is a
Certified Public Accountant and graduated from Saint Mary's College of Notre
Dame, Indiana, with a Bachelor of Business Administration and from Boston
College with an MBA. Mrs. Lyman is the daughter of Richard H. Stoll, Sr.
GEORGE R. KLEIN, age 55, has been nominated for election to the Board of
Directors. Mr. Klein is Vice Chairman of The George R. Klein News Co., Central
News Co. and Newspaper Sales, Inc.
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In addition, Mr. Klein is President and Chairman of the Executive Committees for
East Texas Distributing Co., a magazine wholesaler located in Houston, Texas.
Mr. Klein also has ownership interests in other magazine wholesale companies and
in other companies including companies that provide real estate and management
services to Klein. Mr. Klein is a graduate of Colorado College in 1964 with a
Bachelor of Science degree and has an MBA from the University of Denver in 1965.
R.L. RICHARDS, age 48, has been nominated for election to the Board of
Directors. Mr. Richards currently is managing director of RDT Limited, a
private investment company owned by R. David Thomas, a principal shareholder of
the Company. Mr. Richards is also a member of KDR Limited. Mr. Richards has
been employed by affiliates of Mr. Thomas since 1978. Mr. Richards is a
graduate of Wittenberg University with a degree in economics and political
science, and has a law degree from The Ohio State University. Mr. Richards
serves as a director of Acceptance Insurance Companies (NYSE), and of several
non-public companies including Fifth Third Bank of Columbus, Inc. and Stanley
Steemer International, Inc. Previously, Mr. Richards served as a director for
Clinton Gas Systems, Inc. (OTC) and Orange Co. (NYSE).
WILLIAM D. PARKER, age 60, has been nominated for election to the Board of
Directors. Mr. Parker is retired from The Kroger Company. From September of
1993 through January of 1997, Mr. Parker served as President of the Kroger
Columbus Marketing Area. Prior to being named President of the Columbus Area,
Mr. Parker served five years as President of the Kroger Dallas and Memphis
Marketing Areas. Mr. Parker served in numerous other merchandising and general
operations positions during his 40 year tenure with Kroger, beginning in 1956.
Mr. Parker has also served on over 30 public and private boards during his
years as president of the Columbus and Dallas areas, with a strong emphasis on
community service. Additionally, Mr. Parker has served as chairman for several
charitable events in recent years.
OTHER EXECUTIVE OFFICER
THOMAS L. GERLACHER, age 54, has served as Chief Financial Officer of the
Company since December 1993. Since July 1992, Mr. Gerlacher has also served in
other financial executive capacities in the Company's wholly-owned
subsidiaries. From December 1991 to July 1992, Mr. Gerlacher was employed as
Chief Financial Officer of Team Logos Corporation. From 1987 through 1992, Mr.
Gerlacher, who is a Certified Public Accountant, was President of CFO Resource
Network Company. From 1976 through 1987, Mr. Gerlacher was employed as Vice
President of Budgeting and Planning of Chemlawn, Inc. Mr. Gerlacher graduated
in 1964 with a BS degree in Accounting from the University of Notre Dame and in
1967 with an MBA degree from The Ohio State University
IV. "ELECTION OF DIRECTORS -- EXECUTIVE COMPENSATION"
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's Chief
Executive Officer and the only other executive officer whose total compensation
in fiscal 1996 exceeded $100,000 for the fiscal years ended September 30, 1996,
1995 and 1994. No other executive officer of the Company or any of its
subsidiaries received salary and bonus compensation in the most recent
completed fiscal year which exceeded $100,000.
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<PAGE> 71
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Long Term Compensation
- --------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restrlcted Under- All Other
Compen- Stock lying LTIP Compen-
Name and Fiscal Salary Bonus sation Award(s) Options/ Payouts sation
Positions Year ($) ($) ($) ($) SAR's(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald E. Scherer, 1996 $50,000 None None None None None None
Chairman of the 1995 None None None None None None None
Board of Directors, 1994 None None None None None None None
President and Chief
Executive Officer(1)
Robert H. 1996 $130,000 None None None None None None
Monnaville, 1995 $52,000 None None None None None $58,800
President, Service 1994 None None None None None None $84,650
News Company(2)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Scherer, although president and chief executive officer of the
Company, was not an employee of the Company prior to July of 1996, and
the salary reflected in the table is from July, 1996 through September
28, 1996, the end of the Company's fiscal year. Mr. Scherer was
employed by Scherer Companies, and his services were provided to the
Company pursuant to a management agreement between Scherer Companies
and the Company. Prior to September 30, 1995, the Company did not owe
or was not required to pay any amount of a management fee to Scherer
Companies because the management agreement requires profits from
operations before any management fees are earned. See "The Stock and
Asset Exchanges - `Conflicts of Interest and Related Party
Transactions'."
(2) During 1994 and part of 1995, Mr. Monnaville provided services to the
Company as an independent contractor, for which he received consulting
fees of $58,800 in 1995 and $84,650 in 1994 as noted under the "All
Other Compensation" column. He became an employee of Service News
Company in April of 1995.
EMPLOYMENT AGREEMENTS
The Stock Exchange Agreement with Stoll requires, as a condition to
closing, that the Company enter into employment agreements with three
individuals, one of whom is Richard Stoll, Jr., who will be a significant
shareholder of the Company and who is the son of Richard Stoll, Sr. and the
brother of Nancy Stoll Lyman, both of whom have been nominated to the board of
directors. Mr. Stoll's employment agreement is for a term of three years and
provides for an annual salary of $160,000, along with potential bonuses upon
the achievement of certain
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<PAGE> 72
objectives. In accordance with the terms of the Michiana Exchange
Agreement, the Company agreed that, following the acquisition of
Michiana, it would enter, or cause Michiana to enter, into employment
agreements with certain employees of Michiana, one of whom is Thaddeus
A. Majerek, a director of the Company. The employment agreement is to
be for a three year term and Mr. Majerek is to receive an annual
salary of $160,000. See "The Stock and Asset Exchanges - `Conflicts of
Interest and Related Party Transactions'." In addition, the Company
has entered into three year employment agreements with Ronald E.
Scherer, David B. Thompson, and Eugene J. Alfonsi, in amounts to be
established after consultation with the Hay Group.
DEFERRED COMPENSATION AGREEMENT
Stoll has entered into a deferred compensation agreement with
Richard Stoll, Sr., who has been nominated to the Company's board of
directors. Under the agreement, Stoll will pay Mr. Stoll the sum of
$250,000 per year for a period of five years and $100,000 per year for
a period of seven years thereafter. See "The Stock and Asset Exchanges
- `Conflicts of Interest and Related Party Transactions'."
MANAGEMENT AGREEMENT
In accordance with the terms of the Klein Exchange Agreement, the
Company agreed that, following the acquisition of Klein, it would
enter, or cause Klein to enter, into employment agreements with
certain employees of Klein. In addition, George R. Klein, nominee for
director of the Company, is president of Klein Management Company. The
Company will enter into a management agreement for a three year term,
pursuant to which Mr. Klein and Klein Management Company will provide
services to the Company. Klein Management Company is to receive an
annual fee of $159,000. See "The Stock and Asset Exchanges -
`Conflicts of Interest and Related Party Transactions'."
COMPENSATION OF DIRECTORS
The Company has a policy which provides that each director who lives in
Columbus, Ohio, will receive the sum of $50.00 for each meeting of the Board of
Directors attended by such director. A director who lives outside of Columbus,
Ohio, will receive the sum of $100.00 per meeting attended. Notwithstanding the
foregoing policy, the Company has not paid any such director's fees; however,
the Company does pay reasonable out-of-pocket expenses incurred in the
attendance of meetings of the Board of Directors.
V. "THE STOCK AND ASSET EXCHANGES -- CONFLICTS OF INTEREST AND RELATED PARTY
TRANSACTIONS"
CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS
There are various conflicts of interest and related party transactions in
connection with the Acquisitions and from other contractual arrangements.
Unless otherwise disclosed, the terms of all transactions described in this
section are no less favorable than could be obtained from non-affiliated
parties.
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<PAGE> 73
EXISTING COMPANY RELATED PARTY TRANSACTIONS
The following are transactions between the Company and its
officers, directors and principal shareholders which are currently in
effect regardless of the acquisition transactions.
MANAGEMENT SERVICES
Pursuant to a management agreement, Scherer Companies has been
providing management services to the Company in the nature of
accounting, administration, legal and other supervisory services. The
services of Ronald E. Scherer, David B. Thompson and Eugene J.
Alfonsi, directors and officers of the Company, are provided to the
Company through this arrangement. On October 1, 1995, Scherer
Companies began to charge the Company for these services, because,
under the agreement, the management fee is due once the Company
generates net income, which it did during the fiscal year ended
September 30, 1995. From October 1, 1995 forward through June 30,
1996, a fee of $30,000 per month , or $270,000 was due. The management
services arrangement between the Company and Scherer Companies was
terminated effective July 1, 1996. Additionally, Scherer Companies
has also been providing management services to OPD, Wholesalers,
Northern and MacGregor. These services arrangements, which are
eliminated in the Scherer Affiliates' financial statements, will be
terminated at the time of the final closing of the acquisitions.
PUT AGREEMENTS WITH PRINCIPAL SHAREHOLDERS
In connection with its acquisition of Service News Company of
Wilmington ("Wilmington"), the Company granted rights to put certain
shares of Common Stock of the Company back to the Company. These
rights were granted to the former shareholder of Wilmington, Doris R.
Marshall, a principal shareholder of the Company, and her children,
David E. Marshall and Miranda Marshall (collectively, the
"Marshalls"). Under the put agreements, the Marshalls are entitled,
after April 1997, to cause the Company to repurchase from them up to
an aggregate of 4,821,398 shares of Common Stock. The anticipated
price per share is $1.50 for 3,672,572 of these shares and $2.11 per
share for the remainning 1,148,826 shares. In the event the put
options are exercised as they become exercisable, the related payments
would be $167,916 in 1997, $335,832 in 1998, $3,599,534 in 1999,
$335,832 in 2000, and $3,497,212, in total over the succeeding 13
years. The Company's obligation to pay the put amounts is secured by a
security interest in all of the assets of the Company's subsidiary,
Service News Company of Connecticut ("Yankee"). The Company has
previously filed Forms 8-K and 8-KA in connection with the Wilmington
transaction.
LEASE AGREEMENTS
The Company's subsidiary, Wilmington, has entered into a lease
agreement to lease an approximately 20,000 square foot warehouse and
distribution facility from Doris R. Marshall, the former owner of this
subsidiary, who owns more than 5% of the outstanding shares of Common
Stock of the Company. The terms of the lease provide for monthly rent
of $5,347; the lease has approximately three years left on the term.
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CONSULTING AGREEMENT WITH FORMER DIRECTOR
On June 27, 1994, the Company and its subsidiary, Yankee, entered
into a consulting agreement with Charles Pastorino, a former officer
of Yankee and former director of the Company. The consulting agreement
is for a term of eight years expiring in 2002. During the first two
years, the consultant was paid $4,000 per month. During years three
through five, the consultant is to be paid $5,000 per month. During
years six through eight, the consultant is to be paid $8,500 per year.
The aggregate amount paid during fiscal 1996 was $51,000.
YANKEE AGREEMENTS WITH MDI, L.P.
On May 24, 1993, MDI, L.P., a limited partnership in which Yankee
and Magazine Distributors, Inc. ("MDI") were partners, was dissolved.
As part of the dissolution, Yankee received the net operating assets
of the Connecticut territory of the business operated by MDI, L.P. MDI
holds more than 5% of the outstanding shares of Common Stock of the
Company. As part of this dissolution, the Company, Yankee, OPD and
Northern entered into non-competition agreements with MDI and with
Robert B. Cohen, James S. Cohen, and Michael Cohen, the majority
shareholders of MDI, pursuant to which MDI and the Cohens agreed not
to compete for a period of ten years within a specified Yankee
distribution area. During the first five years of the agreements, MDI
and the Cohens are to receive compensation equal to an aggregate of 2%
of Yankee's agency net sales, payable 1% in cash and 1% in Common
Stock of the Company valued at $1.00 per share for this purpose and
valued at $1.50 per share for accounting purposes after July 1, 1996.
During the last five years of the agreements, MDI and the Cohens are
to receive compensation equal to 1% of Yankee's agency net sales,
payable in cash. The compensation was $537,677 in 1996, $468,982 in
1995 and $446,092 in 1994 (one-half paid in cash and one-half paid in
shares).
As part of the dissolution of MDI, L.P., the Company entered into
a limited consulting agreement dated May 24, 1993, with Robert B.
Cohen, the principal owner of MDI, for a ten year consulting period.
Under the agreement, Mr. Cohen is to consult on matters relating to
the potential acquisition of entities engaged in the wholesale
distribution of books, magazines and/or periodicals in Maine, Vermont,
Connecticut, New Hampshire, New Jersey, New York or Massachusetts
which are identified by the Company. As a consulting fee, Mr. Cohen is
to receive, during the first five years of the consulting arrangement,
1% of the annual net sales of an acquired agency, payable in cash,
plus 1% of an acquired agency's net sales payable in Common Stock of
the Company, valued at $1.00 per share for this purpose. During the
last five years of the agreement, the consulting fee is calculated as
1% of an acquired agency's net sales, payable in cash. The Company has
not acquired any companies specified in the consulting agreement, and
no amount has been paid to Mr. Cohen under this agreement to date.
In connection with the dissolution of MDI, L.P., the Company,
Ronald E. Scherer, Yankee, OPD and Northern entered into a
non-competition agreement with MDI, which provides that the Company,
Mr. Scherer, Yankee, OPD and Northern will not compete in the
wholesale distribution of periodicals for a period of ten years within
certain specified counties of New York, Connecticut, Massachusetts and
New Jersey.
In March, 1991, the Company entered into an agreement to
restructure the Company by disposing of the operating assets and
liabilities of Yankee. Under various agreements, Yankee agreed to
contribute and sell its net operating assets to MDI, L.P. in exchange
for a 48%
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ownership interest in MDI, L.P. valued at $2,850,000, and a note
payable by MDI, L.P. in the original amount of $3,500,000. In 1993, in
connection with the dissolution of MDI, L.P., Yankee received the net
operating assets of the Connecticut territory in exchange for Yankee's
48% partnership interest. Also, the Consulting Agreements described
above were entered into and MDI purchased 1,000,000 shares of Common
Stock of the Company for a purchase price of $1,000,000.
EMPLOYMENT AGREEMENTS
In connection with the acquisition transactions, the Company is
currently in the process of finalizing employment agreements with
three officers and directors, Ronald E. Scherer, David B. Thompson and
Eugene J. Alfonsi. Each of these employment agreements will be for a
for a term of three years. The Company has contracted with a national
consulting firm, Hay Group, to confirm an appropriate level of
compensation for these three individuals. Each of these individuals
has served the Company as an officer and director without compensation
for the last four years.
SCHERER AFFILIATE RELATED PARTY TRANSACTIONS
COMMON OWNERSHIP AND MANAGEMENT
The acquisitions of the Scherer Affiliates involve transactions
between related parties, because substantially the same management
operates the Scherer Affiliates and the Company, and because Ronald E.
Scherer, the principal shareholder of the Company, is also, either
directly or through family trusts, the principal shareholder of each
of the Scherer Affiliates. The Company has taken a number of steps to
help assure itself that the acquisitions involving the Scherer
Affiliates are on an arm's length basis and no more favorable to the
Scherer Affiliates than would be a transaction with independent
unrelated parties: (1) the Exchange Agreements are on substantially
the same terms as the Exchange Agreements with Stoll, Michiana, and
Klein, independent parties; (2) the Company used a standard in
establishing the purchase price which has been used in connection with
other acquisitions in the periodical industry of which the Company is
aware, which was also used in connection with the Stoll, Michiana and
Klein acquisitions (except that Wholesaler's and Scherer Companies'
price is based upon fair market value and tangible net worth,
respectively); (3) the acquisition agreements provide for an
independent audit (or an independent appraisal in the case of
Wholesalers) of the financial statements of the acquired companies by
the Company's independent auditors and adjustments of the purchase
prices based upon the results of the audits; (4) the acquisitions
involving the Scherer Affiliates were reviewed and approved by an
independent committee appointed by the Board of Directors, consisting
of Thaddeus A. Majerek, a non-employed board member (see, however,
"Michiana Related Party Transactions," below); and (5) the Company has
received a fairness opinion from the Corporate Finance Department of
the First National Bank of Boston that states, from a financial point
of view, that the consideration to be paid by the Company for
Michiana, Stoll, Klein, OPD, Northern, MacGregor, Wholesalers and
Scherer Companies, is fair to the shareholders of the Company. (See
"The Stock and Asset Exchanges - `Opinion of the Financial Advisors to
the Company's Board of Directors'.") A copy of the fairness opinion is
attached to this proxy statement as Exhibit B. Additionally, Mr.
Scherer abstained from all voting of the Board of Directors with
respect to the Board approval of the acquisitions of the Scherer
Affiliates.
73
<PAGE> 76
LEASE OF OFFICE AND WAREHOUSE FACILITIES
Upon completion of the acquisition from Northern of the assets
related to its wholesale periodical distribution business, the Company
will enter into a real estate lease with Northern, pursuant to which
the Company will lease for a three-year term the approximately 17,000
square foot warehouse and distribution facility located in Petoskey,
Michigan. The warehouse and distribution facility will continue to be
used for the distribution of periodicals in northern Michigan. The
lease is to be a triple net lease, with the Company paying the cost of
all taxes, insurance, utilities and other expenses, and the annual
rental amount is to be $51,000. Because the stock of Northern is owned
by a trust of which Ronald E. Scherer is a primary beneficiary, he
could benefit from the lease arrangement. Management believes that the
terms of this lease are no less favorable to it than it could obtain
from an independent party in an arms-length transaction.
LEASE OF OFFICE FACILITIES
Scherer Companies leases approximately 17,800 square feet of
office space for its principal executive offices at 5131 Post Road,
Dublin, Ohio, from NRS Equities, Inc., an entity owned by Ronald E.
Scherer. The lease is for a term of 10 years, commencing November 1,
1995. The current rental rate is $14.50 per square foot. Pursuant to
its management agreement with the Company, Scherer Companies subleases
272 feet of office and conference facilities in this building to the
Company for $328.67 per month.
EMPLOYMENT AGREEMENTS
The Stock Exchange Agreement with Scherer Companies requires, as
a condition to closing, that the Company enter into employment
agreements with four individuals: Terry A. Massaro, Marketing
Director, Kenneth R. Bentley, M.I.S. Director, Arthur C. Foster, Jr.,
Vice President Corporate Operations, and Ronald E. Scherer, Jr.,
SMARTS Director. Ronald E. Scherer, Jr., is the son of Ronald E.
Scherer. His employment agreement is for a term of three years, and
provides for an annual salary of $60,000.
INTERCOMPANY ADVANCES
The Company has made a number of non-interest bearing advances to
Scherer Affiliates, totaling $1,036,700 at September 28, 1996, for
purposes of paying slotting fees and making payments to publishers.
All of these advances will be eliminated at the closing and have been
eliminated from the consolidated financial statements of the Combined
Company.
AMOUNT OWED BY OPD TO PRINCIPAL SHAREHOLDER
OPD owes $5,000,000, plus accrued interest, to KDR Limited, an
Ohio limited liability company ("KDR"), whose owners include R. David
Thomas, a principal shareholder of the Company, and R.L. Richards, a
nominee for director of the Company. This debt is evidenced by a
promissory note dated July 31, 1992, from OPD to RDT Corp., and
subsequently assigned to KDR, in the principal amount of $5,000,000
with interest at the rate of 11.75% per annum (the "Note"). The Note
is currently due on demand. The Note is secured by a pledge from OPD
of 5,000,000 shares of Common Stock of the Company owned by OPD. KDR,
OPD and the Company have agreed to the assumption by the Company of
the obligations of OPD under the note. KDR will exchange the Note for
a $4,500,000 10% Subordinated Debenture due in 2004
74
<PAGE> 77
upon terms and conditions similar to those of the Subordinated
Debentures to be issued by the Company to the Acquisition Parties at
closing. In consideration for KDR's agreement to the new note, KDR will
be paid accrued interest and will receive a partial payment of $500,000
of the principal of the old note. In connection with the exchange of
the notes, the Company will nominate R.L. Richards for election to the
Company's board of directors. The transactions are dependent upon the
approval of the acquisitions of OPD by the Company at the Annual
Meeting.
STOLL RELATED PARTY TRANSACTIONS
EMPLOYMENT AGREEMENTS
The Stock Exchange Agreement with Stoll requires, as a condition
to closing, that the Company enter into employment agreements with
three individuals, one of whom is Richard Stoll, Jr., who will be a
significant shareholder of the Company and who is the son of Richard
Stoll, Sr. and the brother of Nancy Stoll Lyman, both of whom have
been nominated to the board of directors. Mr. Stoll's employment
agreement is for a term of three years and provides for an annual
salary of $160,000, along with potential bonuses upon the achievement
of certain objectives. The other two individuals are John Heiniger,
Stoll Treasurer, and Ron Lankerd, Stoll General Manager. Mr. Heiniger
is also serving as the trustee under the Debenture Agreement.
DEFERRED COMPENSATION AGREEMENT
Stoll has entered into a deferred compensation agreement for past
services with Richard Stoll, Sr., who has been nominated to the
Company's board of directors. Under the agreement, Stoll will pay Mr.
Stoll the sum of $250,000 per year for a period of five years and
$100,000 per year for a period of seven years thereafter. The net
present value of this agreement has been established as a liability on
the financial statements of Stoll and has been deducted from the
valuation of Stoll at June 30, 1996. In addition to serving as a
director, Richard Stoll, Sr. will serve as an advisor and serve on the
Executive Committee.
LEASE AGREEMENTS
Stoll leases a 78,000 square foot facility located in
Indianapolis, Indiana from Richard Stoll, Sr. for a monthly rental of
$25,000. This lease is on a month-to-month tenancy. As part of the
Stoll Exchange Agreement, the Company has agreed to lease this
facility from Richard Stoll, Sr. for a period of 36 months for a
monthly rental of $12,000.
A trust which has been established for the benefit of the Stoll
family owns seven parcels of real property which are leased to Stoll.
The terms of such leases are as follows:
(a) Three are retail leases located in Michigan, each for a
three-year term expiring September 30, 1996, providing for monthly
rentals of $1,460, $2,250 and $1,330, respectively. Monthly rent is
being paid while the renewal of these leases is being evaluated by the
Company and by Stoll advisors;
(b) Two are wholesale operations leases, owned 45% by the trust,
located in Jackson, Michigan for ten-year terms expiring September
1998 providing for total monthly rentals of $22,500 and $2,500; and
75
<PAGE> 78
(c) Two are wholesale operations leases located in Galesburg and
Wyoming, Michigan expiring September 1996 providing for monthly
rentals of $6,300 and $20,000, respectively. Galesburg and Wyoming
have been closed as part of the consolidation of operations in
Michigan. Galesburg rent was to be paid through May 31, 1997, and
Wyoming is to be paid through June 30, 1997.
LOANS TO STOLL SHAREHOLDERS
Stoll had made a number of loans to its shareholders in the
aggregate amount of $3,034,053. Included in this loan total were
amounts owed by Richard Stoll, Sr. of $1,343,687. Mr. Stoll has been
nominated for election to the Company's board of directors. This debt
has been eliminated by the purchase of an aircraft, formerly leased to
Stoll by Stoll Air, Inc., for $600,000, and by a distribution of the
balance owed as a dividend. Additionally, the remaining balance due on
Stoll Shareholder loans has been eliminated through Shareholder
distributions, effective June 30, 1996.
MICHIANA RELATED PARTY TRANSACTIONS
BENEFICIAL OWNERSHIP
Thaddeus A. Majerek, a director of the Company, is an officer,
director and a beneficiary of a trust which owns stock of Michiana.
Accordingly, he is not disinterested with respect to the Michiana
acquisition. Although Mr. Majerek engaged in negotiations with the
Company with respect to its acquisition of Michiana, he did not
participate in the deliberations of the Board of Directors of the
Company with respect to the acquisition and abstained in all voting by
the Board of Directors of the Company related thereto. Mr. Majerek was
appointed to act as the member of an independent committee of the
Board of Directors of the Company to consider the exchange agreements
with the Scherer Affiliates. He was selected to serve in this capacity
because, at the time, he was an outside director not employed by the
Company or any of its subsidiaries.
EMPLOYMENT AGREEMENTS
In accordance with the terms of the Michiana Exchange Agreement,
the Company agreed that, following the acquisition of Michiana, it
would enter into, or cause Michiana to enter into, employment
agreements with certain employees of Michiana, one of whom is Thaddeus
A. Majerek, a director of the Company, another of whom is David W.
Majerek, the brother of Thaddeus A. Majerek, and another of whom is
Michael Gilbert, the brother-in-law of Thaddeus A. Majerek. Each
employment agreement is for a term of three years; Thaddeus A. Majerek
is to receive an annual salary of $160,000, David W. Majerek is to
receive an annual salary of $60,000, and Michael Gilbert is to receive
an annual salary of $100,000.
TRANSACTIONS WITH HALL OF CARDS AND BOOKS, INC.
Eight of the nine principal shareholders of Michiana are also
shareholders of Hall of Cards and Books, Inc. ("HOCAB"), which
operates approximately 27 retail stores, including Hallmark stores,
paperback stores and newsstands. HOCAB is a principal customer of
Michiana for books and magazines, constituting 17% of Michiana's net
revenues during its fiscal year ended June 30, 1996. In connection
with the closing of the Michiana transaction, the Company and HOCAB
are to enter into a five year exclusive supply agreement pursuant to
which the Company
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<PAGE> 79
is to be the exclusive supplier of magazines, books and other related
periodical items to HOCAB at special prices negotiated in the
agreement. These discounts are comparable to quantity discounts
provided to non-affiliated customers of a similar size. HOCAB is
expected to benefit by an aggregate of approximately $165,000 per year
from the discount received by it. HOCAB is also indebted to the Company
in the amount of $3,589,389. HOCAB has executed a promissory note to
the Company which bears interest at the rate of 9.25% per annum and
which provides that: (1) $1,089,389 of the principal will be payable
July 15, 1997, (2) $1,250,000 of the principal will be payable in 60
consecutive monthly installments of $20,833, beginning April 1, 1997,
and that (3) $1,250,000 of the principal will be payable in 20
consecutive quarterly payments of $62,499, beginning April 1, 1997
(provided that quarterly payments are payable only if the Michiana
Shareholders have received the quarterly payments on the Senior
Debentures to be paid to them. Because of the delay in the Annual
Meeting, these payments have been deferred.). The note is secured by a
pledge of all of the stock of HOCAB and by a pledge of 2,392,926 shares
of the Common Stock of the Company to be received in the Michiana
Transaction. In addition, Michiana is guaranteeing payment of all
indebtedness of a line of credit to HOCAB by 1st Source Bank; Michiana
does not receive any consideration for this guarantee. At December 31,
1996, there was no balance outstanding on this guaranteed debt. 1st
Source Bank has agreed to terminate this guaranty upon the consummation
of the Company's acquisition of Michiana and the repayment by Michiana
of loan amounts totaling approximately $1,501,000 to 1st Source Bank.
LOANS FROM MAJEREKS
Thaddeus A. Majerek, who is a director of the Company, and his
parents, Thaddeus S. Majerek and A. Marie Majerek, have loaned various
amounts to Michiana. The current outstanding balance of these loans is
$209,000. The loans are on demand and unsecured, with interest rates
of 8%-10%.
LEASE OF WAREHOUSE FACILITY
Michiana has entered into a lease agreement with a trust
established for A. Marie Majerek, the spouse of Thaddeus S. Majerek,
to lease a warehouse building containing approximately 46,800 square
feet of space located in Niles, Michigan. The lease is for a term of
three years, and the rent is $12,000 per month.
PURCHASE OF REAL PROPERTY
Michiana currently leases a 14,200 square foot distribution
facility in Fort Wayne, Indiana from a trust established for A. Marie
Majerek. The Company has entered into a real estate purchase contract
with the trust to purchase this property at a price to be established
by an independent appraisal firm acceptable to both the seller and the
Company.
PURCHASE OF TOMAN DISTRIBUTION SERVICES, INC.'S ASSETS
Michiana leased one semi-tractor truck from Toman Distribution
Services, Inc., a Michigan corporation ("Toman"), for the annual lease
amount of $28,968. The Company has entered into an agreement with
Toman to purchase all of its assets, consisting of six trailers,
office equipment, customer lists and records, and goodwill. The
purchase is to be effective upon the closing of the Michiana
acquisition. The purchase price is to be $1.00, plus the assumption of
liabilities of approximately $80,000, an amount equal to the value of
the assets being acquired and
77
<PAGE> 80
the assumption of obligations under leases. Toman is owned by members
of the Majerek family, including Thaddeus A. Majerek, a director of the
Company. As part of the transaction, the Company will assume an
employment agreement with Mr. Steven M. Toman, brother-in-law of
Thaddeus A. Majerek, which expires June 30, 1999, and which provides
for an annual salary of $60,000. This transaction is deemed immaterial
for financial reporting purposes.
GUARANTY OF MICHIANA DEBT
At December 31, 1996 Michiana owed 1st Source Bank the amount of
$1,501,000. These loans have been guaranteed by Thaddeus S. Majerek
and A. Marie Majerek, the parents of Thaddeus A. Majerek, who is a
director of the Company. It is the Company's intention to eventually
refinance this indebtedness. To the extent that this debt is
satisfied, Mr. & Mrs. Majerek will be personally benefited.
KLEIN RELATED PARTY TRANSACTIONS
GUARANTY OF DEBT
The George R. Klein News Company has guaranteed $320,940 of
certain debt incurred by Northwest News Company ("Northwest") in
connection with Northwest's acquisition of several wholesale
periodical distributors. George R. Klein, who has been nominated as a
director of the Company, is a 50% owner of Northwest. To the extent
Klein, as a subsidiary of the Company, pays on this guarantee, Mr.
Klein will receive a benefit.
LEASES OF FACILITIES
There are a number of facilities that are leased by Klein from
George R. Klein or persons or entities affiliated with him. The George
R. Klein News Co. leases a 98,000 square foot warehouse and
distribution facility located on 30th Street in Cleveland, Ohio, for
$155,526 per year. Central News Company leases a 38,000 square foot
warehouse and distribution facility in Akron, Ohio, for $46,371 per
year. Newspaper Sales, Inc. leases a 10,000 square foot facility
located on Paynes Avenue in Cleveland, Ohio, for $29,821 per year.
All leases expired on December 31, 1996. The Company entered into
a new three year lease with Newspaper Sales, Inc., at $29,281 per
year, and a month-to-month lease with a six month termination clause
(unless sold or leased in that six month period) with The George R.
Klein News Co. at $162,538 per year. The lease with Central News Co.
in Akron, Ohio was terminated on May 1, 1997 as part of the
consolidation plan.
MANAGEMENT SERVICES
Klein is managed by Klein Management Company, which is an
independent company owned by George R. Klein, and which is not being
acquired by the Company. For the fiscal year ended December 31, 1995,
Klein paid $990,000 for management services. For the 1996 period
through August 23, 1996, Klein paid approximately $650,000 for
management services. At the closing, the Company will enter into a new
management agreement with the Klein Management Company pursuant to
which Klein Management Company will provide the services of George R.
Klein to the Company for a term of three years in exchange for an
annual management fee of $159,000.
78
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