<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 2000
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to .
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Commission File No. 2-86551C
Peoples Educational Holdings, Inc.
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(Name of small business issuer in its charter)
Minnesota 41-1368898
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
299 Market Street, Saddle Brook, NJ 07663
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(Address of principal executive offices) (Zip Code)
(201) 712-0090
Issuer's telephone number
Former name: Concourse Corporation
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 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 the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practical date: 3,188,849 shares of
Common Stock (par value $0.02 per share) outstanding on November 9, 2000.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
---------------------- -------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 742,927 $ 143,852
Accounts Receivable, Net of Allowance for Doubtful Accounts of
$65,000 in 2000 and $80,000 in 1999, and Allowance for Returns 4,035,844 1,424,411
Inventory 770,642 566,357
Deferred Income Taxes 99,000 99,000
Advance Royalties 364,089 71,840
Prepaid Catalog Expenses and Other Current Assets 66,575 56,123
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Total Current Assets 6,079,077 2,361,583
---------------------- -------------------
Equipment - At Cost, Less Accumulated Depreciation
of $170,300 in 2000 and $121,438 in 1999 301,226 212,316
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Other Assets
Deferred Prepublication Costs, net 1,094,701 853,340
Intangible Assets, net 18,525 29,710
Advance Royalties 199,514 35,100
Deferred Income Taxes 9,000 9,000
Other 24,621 25,289
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Total Other Assets 1,346,361 952,439
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$7,726,664 3,526,338
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</TABLE>
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PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
---------------------- ---------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable under Line of Credit $ - $ 450,000
Current Maturities of Long Term Debt - 30,000
Current Maturities of Capital Leases 3,212 -
Accounts Payable 4,711,986 886,746
Accrued Expenses 204,909 103,190
Income Taxes Payable 401,657 94,516
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Total Current Liabilities 5,321,764 1,564,452
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Long Term Debt, less current maturities - 83,978
Capital Leases, less current maturities 7,260 -
Accrued and Unpaid Dividends on previously outstanding 1990 and
1993 Redeemable Convertible Stock - 810,850
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Total Liabilities 5,329,024 2,459,280
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Stockholders' Equity
Common stock, $0.02 par value; authorized 15,000,000; shares
issued and outstanding 3,188,849 shares in 2000 and 2,935,216
in 1999 63,777 58,704
Additional Paid In Capital 2,755,522 1,994,071
Accumulated Deficit (280,384) (850,067)
Less: Note Receivable from issuance of 1998 Stock (141,275) (135,650)
--------------------- --------------------
Total Stockholders' Equity 2,397,640 1,067,058
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Total Liabilities and Stockholders' Equity $ 7,726,664 $ 3,526,338
===================== ====================
</TABLE>
<PAGE> 4
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Sales and Commissions $ 6,937,155 $ 5,329,228 $ 10,748,893 $ 7,909,736
Cost of Sales 4,555,262 3,753,461 6,606,853 5,137,483
------------------- ------------------ ------------------ ------------------
Gross Profit 2,381,893 1,575,767 4,142,040 2,772,253
Selling, General and Administrative Expenses 1,065,515 597,008 3,103,428 1,869,655
------------------- ------------------ ------------------ ------------------
INCOME FROM OPERATIONS 1,316,378 978,759 1,038,612 902,598
Nonoperating Income (Expense)
Interest Income - 540 14,293
Interest Expense (26,435) (3,428) (62,929) (20,966)
Gain on Sale of Assets - - - 500
------------------- ------------------ ------------------ ------------------
INCOME BEFORE INCOME TAXES 1,289,943 975,871 975,683 896,425
Federal and State Income Tax Provision 516,000 397,149 406,000 364,697
------------------- ------------------ ------------------ ------------------
NET INCOME 773,943 578,722 569,683 531,728
Mandatory Redeemable Convertible Stock
Dividends - (23,960) - (71,880)
------------------- ------------------ ------------------ ------------------
NET INCOME APPLICABLE TO COMMON
SHAREHOLDERS $ 773,943 $ 554,762 $ 569,683 $ 459,848
=================== ================== ================== ==================
Net Income per Common Share
Basic: $ 0.24 $ 0.69 $ 0.18 $ 0.57
Diluted: $ 0.24 $ 0.20 $ 0.18 $ 0.35
=================== ================== ================== ==================
Weighted-average Number of Common
Shares Outstanding
Basic: 3,188,849 805,760 3,160,668 805,760
Diluted: 3,272,370 2,935,216 3,188,508 1,515,578
=================== ================== ================== ==================
</TABLE>
<PAGE> 5
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated Notes
Stock Capital Deficit Receivable Total
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<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ 58,704 $ 1,994,071 (850,067) $ (135,650) $ 1,067,058
Conversion of Accrued
Dividends on Redeemable
Convertible Stock into
Common Stock 5,073 755,826 - - 760,899
Interest on Notes
Receivable from issuance
of 1998 Convertible Stock - 5,625 - (5,625) -
Net Income
- - 569,683 - 569,683
-----------------------------------------------------------------------------------
Balance, September 30, 2000 $ 63,777 $ 2,755,522 $ (280,384) $ (141,275) $ 2,397,640
===================================================================================
</TABLE>
<PAGE> 6
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 2000 September 30, 1999
-------------------- --------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 569,683 $ 531,728
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation 49,361 25,780
Amortization of Prepublication Costs and Intangible Assets 316,598 277,532
Changes in Assets and Liabilities
Accounts Receivable (2,611,433) (2,648,584)
Inventory (204,285) 13,152
Prepaid Catalog and Other current assets (10,452) (5,155)
Advance Royalties (456,663) (2,001)
Deferred Income Taxes -- (32,851)
Other 668 (19,679)
Accounts Payable and Accrued Expenses 3,926,959 3,228,948
Income Taxes Payable 307,141 388,500
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Net Cash Provided by Operating Activities
1,887,577 1,757,370
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Cash Flows From Investing Activities
Purchases of Equipment
(138,268) (14,533)
Expenditures for Prepublication Costs
(546,774) (473,495)
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Net Cash Used in Investing
Activities (685,042) (488,028)
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Cash Flows From Financing Activities
Repayment of Short Term Line of Credit (450,000) (234,000)
Repayment of Long Term Debt (113,978) --
Borrowings under Capital Leases 12,065 --
Repayment under Capital Leases (1,593) --
Deferred Financing Costs -- (30,000)
Payment of Accrued Dividends on Redeemable Convertible Stock (49,954) --
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Net Cash Used in Financing Activities (603,460) (264,000)
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Net Increase in Cash and Cash Equivalents 599,075 1,005,342
Cash and Cash Equivalents
Beginning of Period
143,852 565,678
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End of Period $ 742,927 $ 1,571,020
=========== ===========
Supplemental Cash Flow Information
Cash Payments for:
Interest $ 62,929 $ 20,966
Income Taxes 97,000 6,075
=========== ===========
Noncash Financing Activities
Increase in Mandatory Redeemable Preferred Stock, and increase
in Accumulated Deficit from Accrued Dividends $ - $ 71,880
Conversion of Accrued Dividends into Common Stock 760,896 --
=========== ===========
</TABLE>
<PAGE> 7
Peoples Educational Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
by the Company without audit and in accordance with the instructions to Form
10-QSB and therefore do not include all information and disclosures necessary
for a fair presentation of financial position, results of operations, and cash
flows in conformity with generally accepted accounting principles. These
unaudited financial statements contain, in the opinion of management, all
adjustments (consisting of normal accruals and other recurring adjustments)
necessary for a fair presentation of the consolidated financial position,
results of operations, and cash flows for the periods presented. The operating
results for the period ended September 30, 2000, are not necessarily indicative
of the operating results to be expected for the full fiscal year.
NOTE 2 - Basic & Diluted Per Share
Basic per share amounts are computed, generally, by dividing net income or loss
by the weighted average number of common shares outstanding. Diluted per share
amounts assume the conversion, exercise or issuance of all potential common
stock instruments unless their effect is anti-dilutive thereby reducing the loss
or increasing the income per common share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements regarding Peoples
Educational Holdings, Inc., (the "Company"), its wholly-owned subsidiary, The
Peoples Publishing Group, Inc. ("PPG") and their markets as defined in section
21E of the Securities Exchange Act of 1934. These forward-looking statements
involve a number of risks and uncertainties, including (1) demand from major
customers, (2) effects of competition, (3) changes in product or customer mix or
revenues and in the level of operating expenses, (4) rapidly changing
technologies and the Company's ability to respond thereto, (5) the impact of
competitive products and pricing, (6) local and state levels of educational
spending, (7) the Company's and PPG's ability to retain qualified personnel, (8)
PPG's ability to retain its distribution agreements in the Advanced Placement
market, (9) the sufficiency of PPG's copyright protection, (10) PPG's ability to
expand its product lines into additional states and (11) PPG's ability to
continue to rely on the services of American Book Center, and other factors
disclosed below and throughout this report. The actual results that the Company
or PPG achieves may differ materially from any forward-looking statements due to
such risks and uncertainties. The Company undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this report. Readers are urged to carefully review and
consider the various disclosures made by the Company in this report, including
the discussion set forth below and in the Company's other reports filed with the
Securities and Exchange Commission from time to time that attempt to advise
interested parties of the risks and factors that may affect the Company's
business and results of operations.
SEASONALITY
The supplementary school publishing business is seasonal, cycling around the
school year that runs September through May. Typically, the major marketing
campaigns, including mailing of new catalogs and focused sales efforts, begin in
September when schools reopen. This is the period when sample books are provided
free for review to teachers for their purchase consideration. General marketing
efforts including additional sales and marketing campaigns, catalog mailings,
and complementary copies, continue throughout the school year. Teachers and
school districts generally review and consider books throughout the school year,
make their decisions in the winter and spring, and place their purchase orders
with the district office or other administrative units at that time. During
spring and summer, the district offices process purchase orders and send them to
publishers.
For PPG, approximately 51-55% of sales via purchase orders have historically
been received from July through September. The remainder of the year is slower
for sales of most product lines. An exception is the Test Preparation product
line, with
<PAGE> 8
purchases occurring near the time the test is given as well as during the summer
months for summer programs that add extra test preparation for students who are
behind in their performance, and for the upcoming school year.
This natural seasonality of the supplementary educational materials market means
that PPG's fiscal year (calendar year) does not coincide with the school
purchase year. However new product development and launch, as well as expenses,
must be planned around the school year. A product launched in the fall of 2000,
for example, would not be expected to generate significant sales until summer of
2001. This seasonal delay in purchase must be accounted for when considering
growth and forecasts in the supplementary educational materials market. As noted
above, PPG receives and fulfills customer orders throughout the year, but its
largest revenue is produced in the July to September third-quarter. In general,
the Company's historical quarterly percentages of revenues to the full year
revenues fall within a predictable range, with net sales ranging from 10-14% in
the 1st quarter, 15-19% in the 2nd quarter, 51-55% in the 3rd quarter and 16-20%
in the 4th quarter.
RESULTS OF OPERATIONS
Third Quarter 2000 vs. Third Quarter 1999
Total revenue for the three months ended September 30, 2000 was $6,937,000 as
compared to $5,329,000 for the same period in 1999, representing a 30.2%
increase. All product lines, Instruction, Test Preparation and Advanced
Placement, had revenue increases as compared to the prior period.
Income Before Income Taxes for the three months ended September 30, 2000 was
$1,290,000 representing a $314,000 (32.2%) increase from the prior year. The
increase is primarily due to the overall increased revenues and the product mix
of the sales.
Instruction revenue increased by $24,000 (4.2%) from the same period in the
prior year. The increase is the result of increased telemarketing efforts.
Test Preparation revenue for the three months ended September 30, 2000 increased
by $689,000 (134.6%) over the same period in 1999. The Test Preparation growth
can be attributed to increased market penetration and the release of new
products into a new state. In third quarter of 1999, the Company published Test
Preparation products for only one state. In 2000, the Company had revenue for
products published in two states and just introduced product for a third state
with additional books and states forthcoming.
Advanced Placement revenue in the third quarter of 2000 was $5,138,000 as
compared to $4,243,000 for the same period in 1999, an increase of 21.1%. The
$895,000 increase in the third quarter of 2000 was due to improved telemarketing
and the allocation of increased marketing resources, including additional
catalog mailings and direct mail.
Gross Profit for the three months ended September 30, 2000 was $2,382,000
(34.3%) as compared to $1,576,000 (29.6%) in the same period in 1999. The
increase in dollars and as a percent of sales is a result of the overall net
increase in revenue as discussed above and the significant increase in Test
Preparation sales, which have higher gross margin percentage than the other
product lines.
Selling, General and Administrative expense for the three months ended September
30, 2000 was $1,066,000, an increase of $469,000 from the same period in 1999.
Fulfillment expense, the costs associated with warehousing and shipping of
inventory increased $31,000 from the prior year. This increase is primarily due
to the delivery expense associated with the increased level of sample books
distributed in the third quarter of 2000 as compared to the prior year. Selling
expense in the third quarter of 2000 increased $266,000 from the prior year. The
change is primarily the result of increased commission expense related to
increased sales and additional telemarketers. In addition, sample expense
increased from the prior period due to increased marketing efforts and the
introduction of Test Preparation products into a new state. Administrative
expense increased $174,000 from the prior year. This is a result of higher rent
expense related to the Company's move into a new facility in October 1999 and
increases in personnel and related benefits to support the Company's revenue
growth.
Nine Months 2000 vs. Nine Months 1999
Total revenue for the nine months ended September 30, 2000 was $10,749,000 as
compared to $7,910,000 for the same
<PAGE> 9
period in 1999, representing a 35.9% increase. All product lines, Instruction,
Test Preparation and Advanced Placement had revenue increases as compared to the
prior period.
For the nine months ended September 30, 2000, the Company had Income Before
Taxes of $976,000, representing a $79,000 (8.8%) increase from the same period
in the prior year.
Instruction revenue increased by $150,000 (9.9%) from the same period in the
prior year. This increase is the result of increased telemarketing.
Test Preparation revenue for the nine months ended September 30, 2000 increased
by $1,274,000 (125.1%) over the same period in 1999. Test Preparation revenue
growth can be attributed to increased market penetration and the release of new
products into a new state and an increase in the number of commission
salespersons. As of the third quarter of 1999, the Company published Test
Preparation products for only one state. In 2000, the Company had revenue for
products published in two states and just introduced product for a third state
with additional books and states forthcoming.
Advanced Placement revenue for the nine months ended September 30, 2000 was
$6,797,000 as compared to $5,381,000 for the same period in 1999, an increase of
26.3%. Included in the 1999 amount was $33,000 of commission revenue. Effective
May 1, 1999, PPG signed a new three-year contract with one of its large volume
Advanced Placement publishers. Under the terms of the old contract, PPG limited
its activity to sales and marketing and received a sales commission from the
publisher with no corresponding cost of sales. Under the new agreement, PPG now
invoices customers for the full amount of the sale, is responsible for
collections, and is billed for the cost of the books as the publisher drop-ships
to the customer. This new arrangement has the effect of increasing Advanced
Placement revenue and cost of sales while yielding lower gross margins than
Instruction and Test Preparation revenue. As a result of this new agreement, PPG
has been able to grow Advanced Placement revenue and increase the total amount
of gross margin associated with those sales.
As a result of the aforementioned publisher contract change from a commission to
a sales arrangement, Resale Revenue for the nine months ended September 30, 1999
on a proforma basis, after converting Commission Revenue to Resale Revenue,
would have been $5,571,000. The $1,226,000 (22.0%) increase in revenues as
compared to the nine months ended September 30, 1999 was due to improved
telemarketing and the allocation of increased marketing resources, including
additional catalog mailings and direct mail.
Gross Profit for the nine months ended September 30, 2000 was $4,142,000 (38.5%)
as compared to $2,772,000 (35.0%) during the same period in 1999. The increase
in dollars and as a percent of sales is a result of the overall net increase in
revenue as discussed above and the significant increase in Test Preparation
sales, which have higher gross margin percentage than the other product lines.
Selling, General and Administrative expense for the nine months ended September
30, 2000 was $3,103,000, an increase of $1,234,000 from the same period in 1999.
Fulfillment expense, the costs associated with warehousing and shipping of
inventory increased $168,000 from the prior year. This increase is primarily due
to the delivery expense associated with the increased level of sample books
distributed in 2000 as compared to the prior year. Selling expense increased
$689,000 from the prior year. The change is primarily the result of increased
commission expense related to increased sales and additional telemarketers. In
addition, expenditures for advertising, catalog and samples increased from the
prior year. Sample expense increased from the prior period due to increased
marketing efforts and the introduction of Test Preparation products into a new
state. Administrative expense increased $424,000 from the prior year. This is a
result of increases in personnel and related benefits to support the Company's
revenue growth and higher rent expense related to the Company's move into a new
facility in October 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had cash and working capital of $743,000
and $757,000, respectively, as compared to cash and working capital of $144,000
and $797,000, respectively, as of December 31, 1999. Cash increased
significantly as compared to December 31, 1999 due to the increase in Accounts
Payable exceeding the increase in Accounts Receivable as is consistent with the
seasonality of the Company's operations.
<PAGE> 10
Working capital increased as a result of the Company's income for the period and
increases in Accounts Receivable, Inventory and Advanced Royalties offset by
increases in Accounts Payable and Income Taxes Payable.
Inventory totaled $771,000 and $566,000 at September 30, 2000, and December 31,
1999, respectively. The increase is due to higher inventory levels needed to
meet the expected fourth quarter sales and additional Test Preparation inventory
for the new state that the Company entered, and additional titles within
existing states
Accounts Receivable totaled $4,036,000 and $1,424,000 at September 30, 2000 and
December 31, 1999, respectively. The increase in Accounts Receivable is due to
normal seasonality of the business.
The Company's core business is based substantially on the development of new
proprietary educational materials with associated costs capitalized on the
Company's balance sheet as Pre-publication costs. These costs are amortized over
a three-year period. Pre-publication amortization expense for the nine months
ended September 30, 2000 increased 24.5%, to $305,000 from $245,000 for the same
period in 1999. Cash used in Pre-publication capital expenditures and Advance
Royalties totaled $1,003,000 and $475,000 for the nine months ended September
30, 2000 and 1999 respectively. The $528,000 increase is due to the Company's
investment in the development of new books. During 2000, the Company has been
contracting with authors to develop and produce books on a royalty basis, rather
than as outside contractors who receive a fixed amount for their services.
The Company finalized a financing arrangement with a new bank in April 2000. The
new arrangement provides for up to $2,500,000 under a two year revolving credit
agreement with availability based on certain percentages of inventory and
receivables. Of this amount, $1,000,000 is available for acquisitions. The new
agreement also provides for up to $500,000 under a one year revolving credit
line to support prepublication expenditures. The arrangement also requires the
Company to maintain certain financial covenants. At September 30, 2000 the
Company had no outstanding balance under the two year revolving credit agreement
or the one year prepublication expenditure credit line.
The Company believes that its cash and line of credit, together with cash
generated from operations, will be sufficient to meet its normal cash needs in
2000.
<PAGE> 11
PART 2
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27. Financial Data Schedule
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 9, 2000 PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ James J. Peoples
--------------------------------------------
James J. Peoples, Chairman, President and Chief
Executive Officer
