UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ____________
Commission File Number: 1-9293
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PRE-PAID LEGAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1016728
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 East Main
Ada, Oklahoma 74820
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (580) 436-1234
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
Common Stock, $0.01 Par Value New York Stock Exchange
Securities registered under Section 12 (g) of the Exchange Act: None
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 12 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 90 days. Yes X No
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-K or any amendment to this
Form 10-K ( ).
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days prior to the date of
the filing: As of March 15, 2000 - $497,803,736.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: As of March 15, 2000
there were 22,554,143 shares of Common Stock, par value $.01 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Company's definitive proxy statement for its 2000 annual
meeting of shareholders are incorporated into Part III of this Form 10-K by
reference.
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K
pursuant to Section 13 of the Securities and Exchange Act of 1934 for the fiscal
year ended December 31, 1999, as set forth below and in the pages attached
hereto.
Part IV, Item 14 - "Exhibits and Reports on Form 8-K" is amended (I) to
include as Exhibit 99.1 the attached financial information relating to The
Employee Stock Ownership and Thrift Plan and Trust ("Plan"), as required by Form
11-K, for the fiscal year of the Plan ended December 31, 1999, which is filed as
an exhibit pursuant to Rule 15d-21 under the Securities Exchange Act of 1934,
and (ii) to include as Exhibit 23.2 the Consent of Deloitte & Touche LLP
relating to the use of their report which is included as part of Exhibit 99.1.
The full text of Item 14 and the Exhibit Index, as amended, referred to
therein are as set forth below.
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: For a list of the documents filed as exhibits to this report,
see the Exhibit Index following the signatures to this report.
(b) Reports on Form 8-K: None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRE-PAID LEGAL SERVICES, INC.
/s/ Randy Harp
Randy Harp, Chief Operating Officer
Date: June 27, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
Description
3.1 Amended and Restated Certificate of Incorporation of the
Company, as amended (Incorporated by reference to Exhibit 4.1 of
the Company's Report on Form 8-K dated January 10, 1997)
3.2 Amended and Restated Bylaws of the Company (Incorporated by
reference to Exhibit 3.1 of the Company's Report on Form 10-Q
for the period ended September 30, 1996)
*10.1 Employment Agreement effective January 1, 1993 between the
Company and Harland C. Stonecipher (Incorporated by reference to
Exhibit 10.1 of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1992)
*10.2 Agreements between Shirley Stonecipher, New York Life Insurance
Company and the Company regarding life insurance policy covering
Harland C. Stonecipher (Incorporated by reference to Exhibit
10.21 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1985)
*10.3 Amendment dated January 1, 1993 to Split Dollar Agreement
between Shirley Stonecipher and the Company regarding life
insurance policy covering Harland C. Stonecipher (Incorporated
by reference to Exhibit 10.3 of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1992)
*10.4 Form of New Business Generation Agreement Between the Company
and Harland C. Stonecipher (Incorporated by reference to Exhibit
10.22 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1986)
*10.5 Amendment to New Business Generation Agreement between the
Company and Harland C. Stonecipher effective January, 1990
(Incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1992)
*10.6 Stock Option Plan, as amended and restated effective December
12, 1995 (Incorporated by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995)
*10.7 Demand Note of Wilburn L. Smith and Carol Smith dated December
11, 1992 in favor of the Company (Incorporated by reference to
Exhibit 10.15 of the Company's Form SB-2 filed February 8, 1994)
*10.8 Demand Note of Wilburn L. Smith and Carol Smith dated December
31, 1996 in favor of the Company (Incorporated by reference to
Exhibit 10.8 of the Company's Form 10-K filed for the year
ending December 31, 1997)
*10.9 Security Agreement between the Company, Wilburn L. Smith and
Carol Smith dated December 11, 1992 (Incorporated by reference
to Exhibit 10.16 of the Company's Form SB-2 filed February 8,
1994)
*10.10 Letter Agreements dated July 8, 1993 and March 7, 1994 between
the Company and Wilburn L. Smith (Incorporated by reference to
Exhibit 10.17 of the Company's Form 10-KSB filed for the year
ending December 31, 1993)
*10.11 Agreement and Plan of Reorganization dated as of September 23,
1998 between the Company and TPN, Inc. (Incorporated by
reference to Exhibit 2.1 of the Company's Current Report on Form
8-K dated October 2, 1998)
*10.12 Stock Purchase Agreement dated as of October 5, 1998 between the
Company and Pioneer Financial Services, Inc. (Incorporated by
reference to Exhibit 2.1 of the Company's Current Report on Form
8-K dated December 30, 1998)
*10.13 Demand Note of Wilburn L. Smith dated October 8, 1998 in favor
of the Company (Incorporated by reference to Exhibit 10.13 of
the Company's Form 10-K filed for the year ended December 31,
1998)
*10.14 Stock option agreement with David A. Savula dated February 6,
1998 (Incorporated by reference to Exhibit 10.14 of the
Company's Form 10-K filed for the year ended December 31, 1998)
*10.15 Stock option agreement with David A. Savula dated July 2, 1998
(Incorporated by reference to Exhibit 10.15 of the Company's
Form 10-K filed for the year ended December 31, 1998)
*10.16 Stock option agreement with David A. Savula dated July 2, 1998
(Incorporated by reference to Exhibit 10.16 of the Company's
Form 10-K filed for the year ended December 31, 1998)
+21.1 List of Subsidiaries of the Company
+23.1 Consent of Deloitte & Touche LLP
+23.2 Consent of Arthur Andersen LLP
+23.3 Consent of Ernst & Young LLP
++23.4 Consent of Deloitte & Touche LLP relating to report concerning
plan financial information included as part of Exhibit 99.1
+27.1 Financial Data Schedule
++99.1 Financial Information relating to the Pre-Paid Legal Services,
Inc. Employee Stock Ownership and Thrift Plan Trust, as required
by Form 11-K for the fiscal year of the plan ended December 31,
1999.
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* Constitutes a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this report.
+ Previously filed.
++ Filed herewith.
