<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
AMENDMENT NO. 1
TO
FORM 10-K
Annual Report Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
For the fiscal year ended April 3O, l995 Commission File Number 0-ll3O6
VALUE LINE, INC.
(Exact name of registrant as specified in its charter)
New York l3-3l39843
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
220 East 42nd Street, New York, N.Y. lOOl7-5891
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 907-1500
---------------
Securities registered pursuant to Section l2(b) of the Act:
None
Securities registered pursuant to Section l2(g) of the Act:
Common Stock, $.10 par value
DOCUMENTS INCORPORATED BY REFERENCE.
The following documents are incorporated by reference with this filing:
Part III: None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Names of Directors, Age as of Director
August 17, 1995 and Principal Occupation Since
---------------------------------------- --------
Jean Bernhard Buttner* (60). Chairman of the Board, 1982
President, and Chief Executive Officer of the Company
and Arnold Bernhard & Co., Inc., since 1988. President
and Chief Operating Officer of each since 1985; Director
of Arnold Bernhard & Co., Inc. Chairman and Director or
Trustee of each of the Value Line Funds; Trustee, Williams
College, Radcliffe College.
Arnold Van Hoven Bernhard (60). Mr. Bernhard is the brother 1982
of Jean Bernhard Buttner.
Harold Bernard, Jr. (64). Administrative Law Judge, National 1982
Labor Relations Board. Director of Arnold Bernhard & Co., Inc.
Judge Bernard is the cousin of Jean Bernhard Buttner and
Arnold Van Hoven Bernhard.
Samuel Eisenstadt* (73). Senior Vice President and Research 1982
Chairman of the Company.
William S. Kanaga* (70). Retired Chairman of Arthur Young 1986
(now Ernst & Young, accounting firm). Director of McDonnell
Douglas Corporation (aerospace), Center for International
Private Enterprise, The Business Council of the United Nations,
United Way International and member of the advisory councils
of Mercy Ships, Inc. and the Consortium of Christian Colleges.
W. Scott Thomas (46). Partner, Brobeck, Phleger & Harrison, 1986
attorneys.
Howard A. Brecher* (41). Secretary of the Company since 1992
1992; Secretary and General Counsel of Arnold Bernhard & Co.,
Inc. since 1991 and Director since 1992; Attorney with New
York Telephone Company, 1984 to 1991.
David T. Henigson* (37). Vice President of the Company 1992
since 1992, Treasurer of the Company since 1994, Director of
Compliance and Internal Audit of the Company since 1988;
Vice President of each of the Value Line Funds since 1992.
* Member of the Executive Committee
(b) The information pertaining to Executive Officers is set forth in Part I
under the caption "Executive Officers of the Registrant."
2
<PAGE>
ITEM II. Executive Compensation
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Awards
------
Annual Compensation Restricted
Name and ------------------- Stock Options All Other
Principal Fiscal Award(s) Granted Compensation(b)
Position Year Salary($) Bonus($) ($) (#) ($)
- --------------- ------ -------- -------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jean B. Buttner 1995 641,250 450,000 - - 14,220
Chairman of the Board 1994 315,000 500,000 - - 18,350
and Chief Executive 1993 315,000 250,000 - - 18,350
Officer
John Moore 1995 150,000 100,000 - - 16,500
Senior Portfolio 1994 100,000 100,000 - - 15,000
Manager 1993 100,000 60,304 - - 15,000
Samuel Eisenstadt 1995 100,000 100,000 - - 12,000
Senior Vice President 1994 100,000 150,000 - - 15,000
and Research Chairman 1993 100,000 150,000 - - 15,000
David T. Henigson 1995 98,400 100,000 - - 11,808
Vice President 1994 98,400 80,000 - - 14,760
1993 98,400 60,000 - - 14,760
Dean Tencic 1995 92,625 70,000 - - 11,115
Director, Information 1994 78,000 40,000 - - 11,700
Technology 1993 60,845 5,000 - - 8,377
</TABLE>
3
<PAGE>
SUMMARY COMPENSATION TABLE CONTINUED:
(a) A portion of the bonuses are contingent upon future employment.
(b) Employees of the Company are members of the Profit Sharing and Savings Plan
(the "Plan"). The Plan provides for a defined annual contribution which
is determined by a formula based upon the salaries of eligible employees
and the amount of consolidated net operating income as defined in the
Plan. The Company's contribution expense was $968,000 for the year ended
April 30, 1995. Each employee's interest in the Plan is invested in such
proportions as the employee may elect in shares of one or more of the
mutual funds for which the Company acts as investment adviser.
Distributions under the Plan vest in accordance with a schedule based upon
the employee's length of service and are payable upon the employee's
retirement, death, total and permanent disability, or termination of
employment.
4
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth the number of shares acquired by any of the
named persons upon exercise of stock options in fiscal 1995, the value realized
through the exercise of such options and the number of unexercised options held
by such person, including both those which are presently exercisable, and those
which are not presently exercisable.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
at April 30, 1995 at April 30, 1995
Shares Acquired ---------------------- -------------------------
Upon Option Value Not Not
Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable(1)
- ------------------ --------------- ------------ ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
David T. Henigson - - 1,250 - $15,313 -
Howard A. Brecher - - 2,500 2,500 - -
- -----------------
<FN>
(1) Market value of underlying securities at exercise date or year-end, as the
case may be, minus the exercise price.
</TABLE>
5
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of August 17, 1995 as to
shares of the Company's Common Stock held by persons known to the Company to be
the beneficial owners of more than 5% of the Company's Common Stock.
Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned(1)
- --------------------- -------------------- ------------------------
Arnold Bernhard 8,009,800 80.32%
& Co., Inc.(1)
220 East 42nd Street
New York, NY 10017
- -------------------
(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive
Officer of the Company, owns a majority of the outstanding voting stock of
Arnold Bernhard & Co., Inc. and Arnold Van Hoven Bernhard, a Director of
the Company, owns the remainder.
The following table sets forth information as of August 17, 1995 with
respect to shares of the Company's Common Stock owned by each director of the
Company, by each executive officer listed in the Summary Compensation Table and
by all officers and directors as a group.
Name of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Beneficially Owned
- ----------------------------- ------------------ --------------------
Jean Bernhard Buttner 100(1) *
Arnold Van Hoven Bernhard 100(1) *
Harold Bernard, Jr. 181 *
Samuel Eisenstadt 0(1) *
William S. Kanaga 2,000 *
W. Scott Thomas 1,000 *
Howard A. Brecher 2,500(2) *
David T. Henigson 150(2) *
John Moore 100 *
All directors and executive
officers as a group (9 persons) 6,131(1)(3) *
- --------------
*Less than one percent
(1) Excludes 8,009,800 shares (80.32% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns a majority of the
outstanding voting stock of Arnold Bernhard & Co., Inc. and Arnold Van
Hoven Bernhard owns the remainder. All of the non-voting stock of Arnold
Bernhard & Co., Inc. is held by members of the Bernhard family and
employees or former employees of Arnold Bernhard & Co., Inc. or the
Company.
(2) Purchasable within 60 days of August 17, 1995 upon the exercise of stock
options.
(3) Includes 2,650 shares purchasable within 60 days of August 17, 1995 upon
the exercise of stock options by Messrs. Brecher and Henigson.
6
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Arnold Bernhard & Co., Inc. utilizes the services of officers and employees
of the Company to the extent necessary to conduct its business. The Company and
Arnold Bernhard & Co., Inc. allocate costs for office space, equipment and
supplies and support staff pursuant to a servicing and reimbursement
arrangement. During the year ended April 30, 1995, the Company was reimbursed
$414,000 for such expenses. In addition, a tax-sharing arrangement allocates
the tax liabilities of the two companies between them. The Company pays to
Arnold Bernhard & Co., Inc. an amount equal to the Company's liability as if it
filed separate tax returns.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report on Form 1O-K for the
fiscal year ended April 3O, 1995, to be signed on its behalf by the undersigned,
thereunto duly authorized.
VALUE LINE, INC.
(Registrant)
By:
----------------------------
Jean Bernhard Buttner
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By:
----------------------------
Jean Bernhard Buttner
Principal Executive Officer
By:
----------------------------
Stephen R. Anastasio
Principal Financial
and Accounting Officer
Dated: August 22, 1995
8
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amended report on Form 1O-K for
the fiscal year ended April 3O, 1995, to be signed on its behalf by the
undersigned as Directors of the Registrant.
- --------------------- ----------------------
Jean Bernhard Buttner William S. Kanaga
- ---------------------- ----------------------
Arnold Van H. Bernhard Howard A. Brecher
- ---------------------- ----------------------
Harold Bernard, Jr. Samuel Eisenstadt
- --------------------- ----------------------
W. Scott Thomas David T. Henigson
Dated: August 22, 1995
9
<PAGE>
Part IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
3. Exhibits
27. Financial Data Schedule.
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET AND STATEMENT OF INCOME AND RETAINED EARNINGS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<CASH> 45,026
<SECURITIES> 87,286
<RECEIVABLES> 5,339
<ALLOWANCES> (350)
<INVENTORY> 0
<CURRENT-ASSETS> 138,717
<PP&E> 13,290
<DEPRECIATION> (5,368)
<TOTAL-ASSETS> 264,998
<CURRENT-LIABILITIES> 48,406
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> 172,189
<TOTAL-LIABILITY-AND-EQUITY> 264,998
<SALES> 55,912
<TOTAL-REVENUES> 79,094
<CGS> 0
<TOTAL-COSTS> 49,434
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 38,319
<INCOME-TAX> 15,151
<INCOME-CONTINUING> 29,660
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,168
<EPS-PRIMARY> 2.32
<EPS-DILUTED> 0
</TABLE>
