<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended April 30, 1999 Commission File Number 0-11306
VALUE LINE, INC.
(Exact name of registrant as specified in its charter)
New York 13-3139843
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
220 East 42nd Street, New York, N.Y. 10017-5891
(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
(a) NAMES OF DIRECTORS, AGE AS OF DIRECTOR
AUGUST 7, 1999 AND PRINCIPAL OCCUPATION SINCE
Jean Bernhard Buttner* (64). Chairman of the Board, 1982
President, and Chief Executive Officer of the Company
and Arnold Bernhard & Co., Inc. Chairman of the Board
and President of each of the Value Line Funds;
Trustee, Skidmore College, Radcliffe College.
Harold Bernard, Jr. (68). Attorney-at-law. Retired 1982
Administrative Law Judge, National Labor Relations
Board. Director of Arnold Bernhard & Co., Inc. Judge
Bernard is the cousin of Jean Bernhard Buttner.
Samuel Eisenstadt* (77). Senior Vice President and 1982
Research Chairman of the Company.
W. Scott Thomas (49). Partner, Brobeck, Phleger & 1986
Harrison, attorneys.
Linda S. Wilson (62). President Emerita of Radcliffe 1998
College; Senior Lecturer, Harvard Graduate School of
Education; Trustee, Committee on Economic Development;
Honorary Trustee, Massachusetts General Hospital;
Director of INACOM Corporation and Citizens Financial
Group, Inc.
Howard A. Brecher* (45). Vice President of the Company 1992
since 1996 and Secretary since 1992; Secretary,
Treasurer and General Counsel of Arnold Bernhard & Co.,
Inc. since 1991, Director since 1992 and Vice President
since 1994.
David T. Henigson* (42). Vice President of the Company 1992
since 1992 and Treasurer since 1994; Director of
Compliance and Internal Audit of the Company since 1988;
Vice President of each of the Value Line Funds since 1992
and Secretary and Treasurer since 1994; Vice President
and Director of Arnold Bernhard & Co., Inc. since 1992.
* 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, 1999, 1998 and 1997 of the chief executive officer of the Company and each
of the other executive officers of the Company who were serving at April 30,
1999. 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 1999 807,611 800,000 - - 19,777
Chairman of the Board 1998 789,881 700,000 - - 20,880
and Chief Executive 1997 772,500 600,000 - - 17,760
Officer
Samuel Eisenstadt 1999 125,000 110,000 - - 14,000
Senior Vice President 1998 100,000 100,000 - - 15,000
and Research Chairman 1997 100,000 100,000 - - 15,000
David T. Henigson 1999 100,000 242,500 - - 14,000
Vice President 1998 100,000 220,000 - - 15,000
1997 99,600 180,000 - - 14,940
Howard A. Brecher 1999 50,000 210,000 - - 7,000
Vice President 1998 50,000 185,000 - - 7,500
1997 50,000 140,000 - - 7,500
</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 $1,609,000 for
the year ended April 30, 1999. 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 1999, 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, 1999 at April 30, 1999 (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 0 N/A 2,975 - $21,941 -
</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, 1999 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 8,044,800 80.62%
& 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, 1999, 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. 409 *
Samuel Eisenstadt 100 *
W. Scott Thomas 1,000 *
Linda S. Wilson 0 *
Howard A. Brecher 3,100(2) *
David T. Henigson 150 *
All directors and executive
officers as a group (7 persons) 4,859(1)(2) *
</TABLE>
- --------------
*Less than one percent
(1) Excludes 8,044,800 shares (80.62% 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, 1999 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
reim-bursement arrangement. During the year ended April 30, 1999, the Company
was reimbursed $496,000 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 10-K for
the fiscal year ended April 30, 1999, 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, 1999
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 10-K for
the fiscal year ended April 30, 1999, to be signed on its behalf by the
undersigned as Directors of the Registrant.
s/ Jean Bernhard Buttner s/ Howard A. Brecher
- ------------------------ ----------------------
Jean Bernhard Buttner Howard A. Brecher
s/ Harold Bernard, Jr. s/ Samuel Eisenstadt
- ------------------------ ----------------------
Harold Bernard, Jr. Samuel Eisenstadt
s/ W. Scott Thomas s/ David T. Henigson
- ------------------------ ----------------------
W. Scott Thomas David T. Henigson
s/ Linda S. Wilson
- ------------------------
Linda S. Wilson
Dated: August 19, 1999
9
