<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
AMENDMENT NO. 1
TO
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended April 3O, 1998 Commission File Number 0-113O6
VALUE LINE, INC.
(Exact name of registrant as specified in its charter)
New York 13-3139843
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
220 East 42nd Street, New York, N.Y. 1OO17-5891
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 907-1500
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
DOCUMENTS INCORPORATED BY REFERENCE.
The following documents are incorporated by reference with this filing:
Part III: None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
(a) Names of Directors, Age as of Director
August 7, 1998 and Principal Occupation Since
--------------------------------------- --------
<S> <C>
Jean Bernhard Buttner* (63). Chairman of the Board, 1982
President, and Chief Executive Officer of the Company
and Arnold Bernhard & Co., Inc. Chairman of the Board and
President of each of the Value Line Funds; Trustee,
Radcliffe College.
Harold Bernard, Jr. (67). Retired Administrative Law Judge, 1982
National Labor Relations Board. Director of Arnold Bernhard &
Co., Inc. Judge Bernard is the cousin of Jean Bernhard Buttner.
Samuel Eisenstadt* (76). Senior Vice President and Research 1982
Chairman of the Company.
William S. Kanaga* (73). Retired Chairman of Arthur Young 1986
(now Ernst & Young, accounting firm). Chairman of The Center
for International Private Enterprise, Vice Chairman of The
Business Council of the United Nations and Director of Mercy
Ships International.
W. Scott Thomas (48). Partner, Brobeck, Phleger & Harrison, 1986
attorneys.
Howard A. Brecher* (44). Vice President of the Company since 1992
1996 and Secretary since 1992; Vice President, Secretary,
Treasurer and General Counsel of Arnold Bernhard & Co., Inc.
since 1991 and Director since 1992.
David T. Henigson* (41). Vice President of the Company since 1992
1992 and Treasurer since 1994; Director of Compliance and
Internal Audit of the Company since 1988; Vice President of
each of the Value Line Funds since 1992 and Secretary and
Treasurer since 1994; Vice President of Arnold Bernhard & Co.,
Inc. since 1991 and Director since 1992.
Linda S. Wilson (61). President of Radcliffe College; 1998
Director of INACOM Corporation and Citizens Financial Group,
Inc.
</TABLE>
* 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
The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended April 30,
1998, 1997 and 1996 of the chief executive officer of the Company and each of
the other executive officers of the Company who were serving at April 30, 1998.
The Company has only four executive officers.
<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(a)($) ($) (#) ($)
- ---------------------- ------ --------- ----------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jean B. Buttner 1998 789,881 700,000 - - 20,880
Chairman of the Board 1997 772,500 600,000 - - 17,760
and Chief Executive 1996 766,875 500,000 - - 17,775
Officer
Samuel Eisenstadt 1998 100,000 100,000 - - 15,000
Senior Vice President 1997 100,000 100,000 - - 15,000
and Research Chairman 1996 100,000 100,000 - - 15,000
David T. Henigson 1998 100,000 220,000 - - 15,000
Vice President 1997 99,600 180,000 - - 14,940
1996 98,400 150,000 - - 14,760
Howard A. Brecher 1998 50,000 185,000 - - 7,500
Vice President 1997 50,000 140,000 - - 7,500
1996 60,000 100,000 - - 9,000
</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 Value Line Profit Sharing and
Savings Plan (the "Plan"). The Plan provides for a defined annual
contribution which is determined by a formula based upon the salaries of
eligible employees and the amount of consolidated net operating income as
defined in the Plan. The Company's contribution expense was $1,455,000
for the year ended April 30, 1998. 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 1998, 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, 1998 at April 30, 1998 (1)
Shares Acquired ----------------------- -----------------------
Upon Option Value Not Not
Name Exercise Realized(1) Exercisable Exercisable Exercisable Exercisable
- ------------------ --------------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Howard A. Brecher 500 $5,915 2,975 - $45,369 -
</TABLE>
- ------------------
(1) Market value of underlying securities at exercise date or year-end, as the
case may be, minus the exercise price.
5
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of August 7, 1998 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.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned(1)
- --------------------- -------------------- ------------------------
<S> <C> <C>
Arnold Bernhard 8,009,800 80.27%
& Co., Inc.(1)
220 East 42nd Street
New York, NY 10017
</TABLE>
- -------------------
(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive
Officer of the Company, owns all of the outstanding voting stock of Arnold
Bernhard & Co., Inc.
The following table sets forth information as of June 30, 1998, 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.
<TABLE>
<CAPTION>
Name of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Beneficially Owned
- ----------------------------- ------------------ --------------------
<S> <C> <C>
Jean Bernhard Buttner 100(1) *
Harold Bernard, Jr. 399 *
Samuel Eisenstadt 0 *
William S. Kanaga 2,000 *
W. Scott Thomas 1,000 *
Howard A. Brecher 3,100(2) *
David T. Henigson 150 *
Linda S. Wilson 0 *
All directors and executive
officers as a group (8 persons) 6,749(1)(2) *
</TABLE>
- -------------------
*Less than one percent
(1) Excludes 8,009,800 shares (80.27% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns all of the
outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all
of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members
of the Buttner family.
(2) Includes 2,975 shares purchasable within 60 days of June 30, 1998 upon the
exercise of stock options by Mr. Brecher.
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, 1998, the Company was reimbursed
$461,000 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 amended report on Form 1O-K for
the fiscal year ended April 3O, 1998, to be signed on its behalf by the
undersigned, thereunto duly authorized.
VALUE LINE, INC.
(Registrant)
By: s/ Jean Bernhard Buttner
----------------------------
Jean Bernhard Buttner
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: s/ Jean Bernhard Buttner
----------------------------
Jean Bernhard Buttner
Principal Executive Officer
By: s/ Stephen R. Anastasio
----------------------------
Stephen R. Anastasio
Principal Financial
and Accounting Officer
Dated: August 19, 1998
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, 1998, to be signed on its behalf by the
undersigned as Directors of the Registrant.
<TABLE>
<S> <C>
s/ Jean Bernhard Buttner s/ William S. Kanaga
- ------------------------ ----------------------
Jean Bernhard Buttner William S. Kanaga
s/ Harold Bernard, Jr. s/ Howard A. Brecher
- ------------------------ ----------------------
Harold Bernard, Jr. Howard A. Brecher
s/ W. Scott Thomas s/ Samuel Eisenstadt
- ------------------------ ----------------------
W. Scott Thomas Samuel Eisenstadt
s/Linda S. Wilson s/ David T. Henigson
- ------------------------ ----------------------
Linda S. Wilson David T. Henigson
</TABLE>
Dated: August 19, 1998
9
