<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Six Month Period Ended Commission File #0-916-3
June 30, 1994
PLENUM PUBLISHING CORPORATION
(Exact name of the Registrant
as specified in Charter)
Delaware 13-5648711
(State of Incorporation) (I.R.S. Employer
Identification No.)
233 Spring Street
New York, New York 10013
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number,
Including Area Code (212) 620-8000
SECURITIES REGISTERED PURSUANT
TO SECTION 12 (g) OF THE ACT:
COMMON STOCK $.10 PAR VALUE
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 the filing requirements for at least 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 08/12/94: 4,490,447
---------
<PAGE>
INDEX
PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES
PART I. FINANCIAL INFORMATION
- - ---------------------------------
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--
June 30, 1994 and December 31, 1993 3
Condensed consolidated statements of income
and retained earnings -- Six and Three months
ended June 30, 1994 and 1993 5
Condensed consolidated statements of cash
flows -- Six months ended June 30, 1994
and 1993 6
Notes to condensed consolidated financial
statements -- June 30, 1994 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II. OTHER INFORMATION
- - ---------------------------
Item 4. Submission of Matters to a Vote of Security
Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
- - ----------
<PAGE>
<TABLE>
PART 1 - FINANCIAL INFORMATION
PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30 December 31
1994 1993
---- ----
(UNAUDITED) (NOTE)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents ($308,476 and $1,441,576)............ $1,370,534 $ 5,030,060
Marketable securities at aggregate market value................ 48,698,001 48,825,213
Interest and dividends receivable.............................. 202,436 224,568
Receivables - net of allowances of $1,086,000
and $848,000................................................ 8,382,240 8,698,080
Advance under the Distribution Agreement....................... 741,248 750,000
Inventories - Note D........................................... 3,937,436 4,179,185
Deferred income tax benefits................................... 3,905,491 2,930,691
------------ ------------
Total Current Assets....................................... 67,237,386 70,637,797
------------ ------------
Costs Applicable to Deferred Subscription Income................. 623,220 657,950
------------ ------------
Property, Plant and Equipment, at cost:
Land........................................................... 690,000 690,000
Building, net of accumulated depreciation of
$382,066 and $330,826... .............................. 3,151,711 3,202,951
Furniture, Fixtures, equipment and leasehold improvements,
net of accumulated depreciation and amortization
of $877,054 and $760,100................................ 389,382 454,850
Plate costs, net of accumulated depreciation of
$5,331,231 and $4,656,154............................... 3,504,327 3,393,917
------------ ------------
7,735,420 7,741,718
------------ ------------
Deferred Income Tax.............................................. 1,030,309 1,070,309
------------ ------------
Deferred Charges and Other Assets:
Cost of subscription lists of Human Sciences Press
and Agathon journals, net of accumulated amortization
of $1,571,334 and $1,433,699............................. 3,131,231 3,268,866
Royalties...................................................... 2,039,477 2,075,189
Investment in Gradco Systems, Inc.............................. 1,971,843 1,971,843
Other.......................................................... 590,425 272,476
------------ ------------
7,732,976 7,588,374
------------ ------------
Excess of Cost of Assets Acquired over Book Amount
Thereof, net of accumulated amortization of
$1,256,573 and $1,229,838...................................... 882,277 909,012
------------ ------------
Total Assets $85,241,588 $88,605,160
============ ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>
Current liabilities: <C> <C>
Due to customers............................................... $462,642 $612,460
Accounts payable............................................... 1,344,384 1,508,098
Due to brokers 710,641 --
Income taxes payable........................................... 1,754,636 2,184,797
Royalties payable.............................................. 2,400,080 3,162,734
Other accrued expenses and sundry liabilities.................. 2,154,504 2,534,040
Dividends payable.............................................. 1,258,880 1,219,267
------------ ------------
Total Current Liabilities................................ 10,085,767 $11,221,396
Deferred Subscription Income..................................... 21,439,735 25,153,027
Total Liabilities ------------ ------------
31,525,502 36,374,423
------------ ------------
Stockholders' Equity -- Note F
Preferred Stock, par value $1 per share;
Authorized - 1,000,000 shares; none issued
Common Stock, par value $.10 per share;
Authorized - 12,000,000 shares;
Issued -5,847,241 shares................................. 584,724 584,724
Paid-in additional capital..................................... 3,951,526 3,951,526
Retained earnings.............................................. 78,169,017 76,165,428
------------ ------------
82,705,267 80,701,678
Less 1,351,241 and 1,331,436 shares of Common
Stock held in treasury - at cost......................... 28,989,181 28,470,941
------------ ------------
Total Stockholders' Equity............................... 53,716,086 52,230,737
------------ ------------
Total Liabilities and Stockholders' Equity $85,241,588 $88,605,160
============ ============
<FN>
Note: The balance sheet at December 31, 1993 has been derived from the audited consolidated financial
statements at that date. See Notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS (UNAUDITED)
<CAPTION>
Six Months Ended June 30 Three Months Ended June 30
--------------------------- --------------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Subscriptions, books, outside journals and other sales, net........ $26,694,853 $26,614,394 $13,186,369 $13,995,497
------------ ----------- ----------- ------------
Costs and Expenses:
Cost of sales...................................................... 10,851,056 10,775,564 5,201,814 5,458,523
Royalties.......................................................... 2,192,653 2,254,374 957,349 1,167,333
Selling, general and administrative expenses....................... 5,639,679 5,851,673 2,839,241 2,933,657
------------ ----------- ----------- ------------
18,683,388 18,881,611 8,998,404 9,559,513
------------ ----------- ----------- ------------
Income From Operations................................ 8,011,465 7,732,783 4,187,965 4,435,984
Dividend income...................................................... 933,412 1,105,326 407,205 514,238
Interest income...................................................... 139,539 530,137 62,975 55,222
Realized (loss) gain on sales of marketable securities............... (1,841,188) 515,526 (862,611) (135,812)
Net unrealized (loss) gain on marketable securities.................. (118,636) (1,701,285) 2,535,429 1,319,043
Interest expense..................................................... (16,238) (928,601) (12,713) (278,209)
Other investment-related expenses.................................... (102,182) (119,493) (47,566) (53,502)
------------ ----------- ---------- ------------
Income Before Items Shown Below....................... 7,006,172 7,134,393 6,270,684 5,856,964
------------ ----------- ----------- ------------
Income taxes--Note G:
Federal............................................................ 1,900,000 1,763,000 1,870,000 1,571,000
State and City..................................................... 584,000 700,000 492,300 626,000
------------ ----------- ----------- ------------
2,484,000 2,463,000 2,362,300 2,197,000
------------ ----------- ----------- ------------
Income Before Extraordinary Items..................... 4,522,172 4,671,393 3,908,384 3,659,964
------------ ----------- ----------- ------------
Extraordinary Items -- Note E:
Gain on repurchase of 6-1/2% Convertible Subordinated Debentures
due April 15, 2007 less applicable income taxes of $2,400...... 3,656
(Loss) from early retirement of 6-1/2% Convertible Subordinated
Debentures due April 15, 2007 net of income tax benefit
of $674,900.................................................... -- (1,323,450) -- (1,323,450)
------------ ----------- ----------- ------------
Extraordinary Loss.................................... -- (1,319,794) -- (1,323,450)
------------ ----------- ----------- ------------
Net Income........................................................... 4,522,172 3,351,599 3,908,384 2,336,514
Retained earnings - beginning of period.............................. 76,165,428 71,520,740 75,519,513 71,286,530
------------ ----------- ----------- ------------
80,687,600 74,872,339 79,427,897 73,623,044
Cash dividends ($.56 and $.54 a share and $.28 and $.27 a share)..... 2,518,583 2,497,422 1,258,880 1,248,127
------------ ----------- ----------- ------------
Retained earnings - end of period.................................... $78,169,017 $72,374,917 $78,169,017 $72,374,917
============ =========== =========== ============
Per share of Common Stock - Note H
Income before extraordinary items................................. $1.00 $1.01 $0.87 $0.79
Extraordinary loss................................................ (0.29) (0.29)
------------ ----------- ----------- ------------
Net Income.......................................... $1.00 $0.72 $0.87 $0.50
============ =========== =========== ============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PLENUM PUBLISHING CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
Six Months Ended June 30
----------------------------
1994 1993
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................................................... $4,522,172 $3,351,599
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation of plate costs...................................................... 675,077 917,497
Depreciation and amortization of building,
furniture, fixtures, equipment and
leasehold improvements.......................................................... 168,194 157,169
Amortization of deferred charges and excess
of cost of assets acquired over book amount
thereof......................................................................... 1,457,039 1,374,312
Realized loss (gain) on sale of marketable
securities...................................................................... 1,841,188 (530,137)
Net unrealized loss on marketable securities..................................... 118,636 1,701,285
Extraordinary loss, net of income taxes.......................................... -- 1,319,794
Increase in deferred income tax benefits......................................... (934,800) (1,026,950)
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables.................................................................. 346,724 (1,682,408)
Inventories.................................................................. 241,749 39,438
Other assets................................................................. (1,574,906) (1,531,810)
Increase (decrease) in:
Accounts payable, accrued expenses and
sundry liabilities......................................................... (1,455,722) (2,368,432)
Due to brokers............................................................... 710,641 3,182,231
Income taxes payable......................................................... (430,161) 345,414
Deferred subscription income and costs
applicable thereto-net..................................................... (3,678,562) (1,952,211)
------------ ------------
Net Cash Provided by Operating Activities............................... 2,007,269 3,296,791
------------ ------------
Cash flows from investing activities:
Additions to plate costs........................................................ (785,487) (888,921)
Additions to furniture, fixtures, equipment
and leasehold improvements.................................................. (51,486) (126,592)
Proceeds from sale and redemption of U.S. Government securities...... -- 32,858,033
Purchases of marketable securities.............................................. (23,849,829) (21,173,849)
Proceeds from sale of marketable securities..................................... 22,017,217 19,990,197
------------ ------------
Net Cash (Used in) Provided by Investing Activities........................ (2,669,585) 30,658,868
------------ ------------
Cash flows from financing activities:
Repurchase of 6-1/2 % Convertible Subordinated Debentures....................... -- (41,755,663)
Acquisition of treasury stock................................................... (518,240) (182,585)
Dividends paid.................................................................. (2,478,970) (1,249,296)
------------ ------------
Net Cash Used in Financing Activities...................................... (2,997,210) (43,187,544)
------------ ------------
Net Decrease in Cash and Cash Equivalents............................................. (3,659,526) (9,231,885)
Cash and cash equivalents at beginning of period...................................... 5,030,060 10,703,199
------------ ------------
Cash and Cash Equivalents at End of Period................................. $1,370,534 $1,471,314
============ ============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
June 30, 1994
NOTE A -- BASIS OF PRESENTATION
- - -------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the six month period ended June 30, 1994 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1994. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1993.
NOTE B -- ACCOUNTING CHANGE
- - ---------------------------
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for certain Investments
in Debt and Equity Securities." The Company adopted the provisions of the
new standard for investments held as of or acquired after January 1, 1994.
Accordingly, the Company has classified its marketable equity securities held
as trading securities on the basis of its intent to trade such securities and
has carried them at fair market value, with unrealized gains and losses
reported as a component of current earnings.
Since at December 31, 1993, the Company valued marketable equity securities
as trading securities and reported such securities at the lower of aggregate
cost or market, with unrealized losses reported as a component of current
earnings, there was no cumulative effect as of January 1, 1994 of adopting
Statement 115 on net income.
NOTE C -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- - -----------------------------------------------------------
Cash paid during the six months ended June 30, 1994 and 1993 for:
1994 1993
---- ----
Income Taxes $3,848,961 $3,144,536
Interest 16,238 1,495,705
NOTE D -- INVENTORIES
- - ---------------------
Inventories at June 30, 1994 and December 31, 1993 are comprised of:
1994 1993
---- ----
Finished publications $3,550,645 $3,612,257
Work in process 386,791 566,928
---------- ----------
$3,937,436 $4,179,185
========== ==========
NOTE E -- 6-1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE APRIL 15, 2007
- - -----------------------------------------------------------------------
In February 1993, the Company purchased debentures of $1,149,000 for an
aggregate cost (including the write-off of related deferred issuance costs
of approximately $28,000) of approximately $1,143,000.
On April 30, 1993 (the "Redemption Date"), pursuant to a notice of election
to redeem which had been given to the holders on March 24, 1993, the Company
redeemed the 6-1/2% Convertible Subordinated Debentures due April 15, 2007
(the "Debentures") which were outstanding on the Redemption Date. In
accordance with the terms of the Debentures and the applicable Trust
Indenture, the redemption price was equal to 102.60% of the principal amount
of outstanding Debentures, and the holders were also paid accrued interest
for the period from April 15, 1993 (the date on which the last semi-annual
installment of interest was paid) to the Redemption Date. Prior to the
Redemption Date, Debentures in the aggregate principal amount of $80,000 were
converted into 2,560 shares of Common Stock at the applicable conversion rate
of $31.25 per $1,000 of principal amount. On the Redemption Date, Debentures
in the aggregate principal amount of $39,598,000 were outstanding, requiring
a total payment to the holders of $40,734,793 (including accrued interest).
This amount was funded by liquidating a portion of the Company's investments
of its excess cash, and from short-term borrowing on the Company's margin
account with a broker.
The premium paid for the Debentures, the write-off of related deferred
issuance costs of approximately $956,000, and professional fees of approx-
imately $13,000 incurred for redemption, net of applicable income tax
benefit of $675,000 totaled approximately $1,323,000, which had been
accounted for as an extraordinary loss.
NOTE F -- PER SHARE AMOUNTS
- - ---------------------------
Net income per share of Common Stock is computed on the basis of the weighted
average number of shares outstanding. The number of shares used in this
computation for the Six and three months ended June 30, 1994 and 1993 is
4,502,499, 4,626,149, 4,496,735, and 4,625,495 respectively.
<PAGE>
<TABLE>
NOTE G -- INCOME TAXES
Total tax expense for the six month periods ended June 30, 1994 and 1993 amounted to $2,484,000 and $2,463,000 (effective rates
of 35.45 % and 34.52%), and for the three month periods ended June 30, 1994 and 1993 amounted to $2,362,300 and $2,197,000
(effective rates of 37.67 % and 37.51%), totals different from those computed by applying the U.S. Federal income tax rate of
35% to income before income taxes. The reasons for these differences are as follows:
<CAPTION>
Six Months Ended June 30 Three Months Ended June 30
----------------------------- ----------------------------
1994 1993 1994 1993
------------------------------------------- --------------------------------------------
% of % of % of % of
Income Income Income Income
Before Before Before Before
Income Income Income Income
Amount Taxes Amount Taxes Amount Taxes Amount Taxes
------------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Computed "expected" tax expense $2,452,000 35.00% $2,497,000 35.00% $2,194,600 35.00% $2,062,700 35.00%
Increases (reductions) in tax
resulting from:
State and local income
taxes, net of Federal
income tax benefit 379,600 5.41 455,000 6.38 320,000 5.10 406,200 6.93
Nontaxable portion of
dividend income (228,700) (3.26) (274,100) (3.84) (99,800) (1.59) (133,400) (2.28)
FSC income taxed at a
lower rate (175,000) (2.50) (170,200) (2.39) (87,500) (1.40) (87,600) (1.49)
Miscellaneous - net 56,100 0.80 (44,700) (0.63) 35,000 0.56 (50,900) (0.65)
--------- ------- --------- ------ -------- ------ ---------- -------
Actual Tax Expense $2,484,000 35.45% $2,463,000 34.52% $2,362,300 37.67% $2,197,000 37.51%
========= ======= ========== ====== ========== ====== =========== =======
</TABLE>
-9-
<PAGE>
NOTE H -- CONTINGENCIES
- - --------------------------------
In 1991, the Company was named as a co-defendant in an action brought by
former executives of Gradco, seeking compensatory and other damages of a
material amount. Management of the Company, after consultation with counsel,
believes the action will not result in a material loss to the Company and
intends to vigorously defend against it.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OPERATIONS
- - ----------
Revenues from the Company's publishing operations for the three months
ended June 30, 1994 decreased by 5.8%, whereas such revenues for the six
months ended June 30, 1994 did not materially change from the comparable
period in 1993. Revenues from subscriptions and outside journals for the
three months ended June 30, 1994 decreased by 4.5%, whereas such revenues
for the six months ended June 30, 1994 did not materially increase from the
comparable period in 1993. The decrease in revenues for the second quarter
of fiscal year 1994 was primarily due to the following:
(a) cessation of the publication of 11 Russian language journals under a
contract with an American learned society (which ended with the 1993 volume
year - see below),
(b) the decrease in revenues from the translation journals resulting from the
Company's modified relationship under the Journal Production and Distribution
Agreement (see below),
(c) non-renewals of subscriptions partially attributable to the reduced
buying power of libraries and to changes in the market for the Company's
translation of Russian language journals, offset by higher selling prices.
Revenues from book sales for the three months ended June 30, 1994 decreased
by 10.1%, primarily due to fewer book titles being published. However,
despite the reduction in the number of book titles published, such sales for
the six months ended June 30, 1994 increased by 1.7%, primarily due to an
increase in backlist sales.
In April 1993, an American learned society with whom the Company had a
contract to produce English translations of 11 Russian language journals for
publication by that society gave formal notice that they would not exercise
the option of renewing the contract beyond the term ending with the 1993
volume year. The amount of revenue generated from the production of these 11
journals was approximately $142,000 for the three months ended June 30, 1994,
compared to $382,000 for the corresponding period in 1993. Such revenues
ceased during the second quarter of fiscal 1994.
The Journal Production and Distribution Agreement (the "Distribution
Agreement") which the Company entered into in December 1993 with the Russian
Academy of Sciences and other interested parties relating to translations of
certain Russian scientific journals, was described in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Report on Form 10-K for the fiscal year ended December 31,
1993. The new arrangement resulted in decreased revenues from subscription
journals for the three months ended June 30, 1994, since the publication of
most of the affected translation journals for the 1994 volume year commenced
during the second quarter of fiscal 1994.
The cost of sales as a percentage of revenues for the three and six
months ended June 30, 1994 increased from 39% and 40.5% to 39.4% and 40.6%,
respectively, principally due to the adverse impact of the new arrangement
under the Distribution Agreement on operating income and the cessation of
the publication of 11 Russian language journals under a contract with an
American learned society, which had an above average gross margin. The
decrease in selling, general and administrative expenses was principally
attributable to decreased professional fees, bad debt expense and mailing
expenses.
The decrease in interest income for the six months ended June 30, 1994
was principally due to lower interest rates and decreased investment in U.S.
Government securities, time deposits and money market funds, arising mainly
because of the decrease in investment assets utilized for redemption of the
Company's Convertible Subordinated Debentures on April 30, 1993. The
decrease in dividend income for the three and six months ended June 30, 1994
was due to decreased investment in marketable securities. The Company had a
net realized loss of $1,841,188 and an unrealized loss of $118,636 on
marketable securities for the six months ended June 30, 1994, as compared to
a net realized gain of $515,526 and an unrealized loss of $1,701,285 on
marketable securities for the six months ended June 30, 1993. On the other
hand, the Company had a net realized loss of $862,611 and an unrealized
gain of $2,535,429 on marketable securities for the quarter ended June 30,
1994, as compared to a net realized loss of $135,812 and an unrealized gain
of $1,319,043 on marketable securities for the quarter ended June 30, 1993.
The decrease in interest expense was primarily due to the redemption of
6-1/2% Convertible Subordinated Debentures on April 30, 1993.
The increase in net income for the six months ended June 30, 1994 was
principally attributable to increased income from publishing operations and
extraordinary loss from early retirement of 6-1/2% Convertible Subordinated
Debentures recorded in the second quarter of 1993, offset by the decrease in
investment income as discussed in the preceding paragraph. The increase in
net income for the three months ended June 30, 1994 was mainly due to
extraordinary loss from early retirement of 6-1/2% Convertible Subordinated
Debentures recorded in the second quarter of 1993 and the increase in
investment income as discussed in the preceding paragraph, offset by
decreased income from publishing operations.
LIQUIDITY AND SOURCES OF CAPITAL
- - --------------------------------
The ratio of current assets to current liabilities is 6.7 to 1 at June
30, 1994 compared to 6.3 to 1 at December 31, 1993.
Management anticipates that internally generated funds will exceed the
requirements of the operations of the business. The Company also has funds of
approximately $50,069,000 at June 30, 1994 invested in marketable securities
and in cash, which are available for corporate purposes.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
- - ------- ----------------------------------------------------
(a) The Company's Annual Meeting of Stockholders was held on June
16, 1994.
(b) The sole purpose of the meeting was the election of three
directors of the Company, to serve for a term of two years (i.e. until
the Annual Meeting to be held in 1996). Proxies were solicited by
management for its nominees, pursuant to Regulation 14 under the
Securities Exchange Act of 1934, and there was no opposing
solicitation. All of such nominees were elected as directors by the
required plurality of the votes cast. The directors so elected are
Martin E. Tash, Mark Shaw and Bernard Bressler. All of such persons
were incumbent directors. The other directors (whose current two-year
term of office expires at the Annual Meeting to be held in 1995) are N.
Bruce Hannay, Howard F. Mathiasen and Earl Ubell.
(c) The votes cast for, and withheld from, each of the nominees
(out of the 4,496,000 shares of Common Stock outstanding and entitled
to vote as of the record date of May 9, 1994) are set forth below.
There were no broker non-votes.
Nominees For Withheld
Martin E. Tash 3,874,798 8,007
Mark Shaw 3,874,798 7,847
Bernard Bressler 3,874,798 8,097
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits - None.
(b) Reports on Form 8 - K - None.
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PLENUM PUBLISHING CORPORATION
-----------------------------
By:s/Martin E. Tash
----------------
Martin E. Tash
Chairman of the Board of Directors and
President (Principal Executive Officer)
Dated: August 12, 1994
By:s/Ghanshyam A. Patel
---------------------
Ghanshyam A. Patel
Treasurer and Chief Financial Officer
Dated: August 12, 1994
