FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended ...............................December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to ___________________.
Commission File Number 0-16520
-----------------------------------------
ARISTA INVESTORS CORP.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2957684
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
116 John Street, New York, New York 10038
- ------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 964-2150
-----------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.01 per share
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 such filing
requirements for the past 90 days.
Yes: [X] No:
----- ------
The aggregate market value of the voting stock (Class A Common Stock, par
value $.01 per share) held by non-affiliates of the registrant, computed by
reference to the average of the closing bid and asked price, as of April 9,
1996, was $3,511,300.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate number of registrant's outstanding shares on April 9, 1996
was 1,930,600 shares of Class A Common Stock, $0.01 par value (excluding 10,000
shares of treasury stock), and 47,400 shares of Class B Common Stock, $0.01 par
value.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
1
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the directors, executive officers, their ages, positions with
the Company, Arista Insurance Company ("Arista"), and The Collection Group, Inc.
("Collection"), and tenure as directors of the Company, are set forth below:
<TABLE><CAPTION>
Director of
the Company
Name Age Position Since
- ---- --- -------- -----------
<S> <C> <C> <C>
Bernard Kooper* 70 Chairman of the Boards of Directors 1978
of the Company, Arista, and Collection,
and President of the Company
Stanley S. Mandel** 61 Executive Vice President and 1983
Director of the Company, President
and Director of Arista, and Director
of Collection
Susan J. Hall 52 Senior Vice President and Treasurer --
of the Company and Arista, and
Controller and Director of Arista
Louis H. Saltzman* 45 Secretary and Director of the 1981
Company and Arista, and Director
of Collection
Richard P. Farkas** 71 Director of the Company and Arista 1991
J. Martin Feinman** 71 Director of the Company, Arista, and 1978
Collection, and Secretary of Collection
Noah Fischman* 64 Director of the Company, Arista, and
Collection 1978
Daniel Glassman* 67 Director of the Company and Arista 1994
</TABLE>
* Elected by the Class B Stockholder
** Elected by the Class A Stockholders
2
<PAGE>
Bernard Kooper has served as Chairman of the Board of Directors and
President of the Company since its inception, Chairman of the Board of Directors
of Arista since June 1986, and Chairman of the Board of Directors of Collection
since June 1991. Since 1971, he has served as President and sole stockholder of
Bernard Kooper Life Agency, Inc. and Bernard Kooper Associates, Inc., life and
accident and health general agents in New York, New York. Since 1968, he has
also served as Vice President and a principal stockholder of Fischman-Kooper,
Inc., a multi-line insurance agency located in Roslyn Heights, New York. Mr.
Kooper is the father-in-law of Louis H. Saltzman.
Stanley S. Mandel has served as Executive Vice President and a Director of
the Company, and President and a Director of Arista since August 1983. Since
June 1991, he has served as a Director of Collection. He is also a director of
Micro-Medical Industries, Inc.
Susan J. Hall has served as Senior Vice President and Treasurer of the
Company and Arista since March 1988, and a Director of Arista since June 1987.
Since October 1986, she has served as Controller of Arista.
Louis H. Saltzman has served as Secretary and a Director of the Company and
Arista since May 1981. Since June 1991, he has served as a Director of
Collection. Since January 1989, he served as President and sole stockholder of
The Saltzman/Kooper Agency, Inc., a life and accident and health general agency
in New York, New York. From May 1975 to December 1988, he served as an insurance
broker and brokerage manager for Bernard Kooper Life Agency, Inc., and Bernard
Kooper Associates, Inc., life and health general agents in New York, New York.
Mr. Saltzman is the son-in-law of Bernard Kooper.
Richard P. Farkas has served as a Director of the Company since September
1991 and as a Director of Arista since June 1988. From June 1988 to June 1990,
he also served as a Director of the Company. He is also Chairman and Chief
Executive Officer of IMC International Management Consultants, Inc., a provider
of business and management consulting services. Mr. Farkas is also a director of
Polymer Construction Products, Ltd. and the Chairman of the Board and Chief
Executive Officer of Zemid Corp.
J. Martin Feinman has served as a Director of the Company since its
inception, and has served as a Director of Arista since May 1981. Since June
1991, he has served as a Director and Secretary of Collection. From 1950 until
November 1992, he has served as President of Olde England Paint and Varnish
Corporation, a distributor of paint products, located in Brooklyn, New York.
Noah Fischman has served as a Director of the Company since its inception.
He has served as a Director of Arista since June 1982. Since June 1991, he has
served as a Director of Collection. Since 1968, he has served as President and a
principal stockholder of Fischman-Kooper, Inc., a multi-line insurance agency
located in Roslyn Heights, New York.
Daniel Glassman has served as a Director of the Company since October 1994
and has served as a Director of Arista since June 1982. From 1971 to 1991 he
served as Vice President-Finance and Director of Lea Ronal, Inc, a chemical
specialties manufacturer. He is the President and sole stockholder of CSA, Inc.,
a clothing manufacturer and a principal stockholder of JLT Corp., a clothing
manufacturer.
The terms of office of all officers and directors expire at the time of the
Annual Meeting of Stockholders.
3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table shows, for the three most recently ended fiscal years
ended December 31, the cash compensation paid or accrued for those years to the
President of the Company and to each of the four most highly compensated
executive officers of the Company and/or Arista other than the President whose
aggregate annual salary and bonus paid in compensation for services rendered in
all the capacities in which they served exceeded $100,000 for the Company's last
fiscal year (the "Named Executives"):
SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
Long-Term Compensation
-------------------------
Annual Compensation Awards Payouts
---------------------- ---------- ----------
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Awards($) SARs (#) Payouts($) Compensation($)(3)(4)
- ---------- ------- --------- -------- --------------- --------- --------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard Kooper -
Chairman of the
Boards of
Directors of
the Company, 1993 146,667 35,000 -0- -0- -0- -0- 24,275
Arista and
Collection and 1994 150,000 35,000 -0- -0- -0- -0- 35,950
President of
the Company
(1)(3)(4) 1995 150,000 35,000 -0- -0- -0- -0- 35,950(5)
Stanley S. Mandel -
Executive
Vice President and
Director
of the Company,
President 1993 205,673 35,000 -0- -0- -0- -0- 28,363
and a Director of
Arista and
a Director of 1994 208,750 35,000 -0- -0- -0- -0- 27,196
Collection(2)(3)(4)
1995 208,750 35,000 -0- -0- -0- -0- 28,363(5)
</TABLE>
- ---------------
(1) In June 1986, the Company entered into an employment agreement with Mr.
Kooper which expired in February 1993. Effective February 1993, the Company
entered into an employment agreement with Mr. Kooper which provides Mr. Kooper a
base salary of $150,000 per annum. The agreement obliges Mr. Kooper to devote
such time as he deems necessary to perform his duties on behalf of the Company
(but in no event less than 120 days per year). Mr. Kooper continues to devote a
substantial amount of his time to the activities of Bernard Kooper Life Agency
Inc., Bernard Kooper Associates, Inc., Fischman-Kooper, Inc. and other business
activities during the year. In July 1994, the parties amended the employment
agreement, which amendment, among other things, extended Mr. Kooper's term of
employment an additional three years. Mr. Kooper's employment agreement will now
expire in February 2001.
(2) In June 1986, Arista entered into an employment agreement with Mr.
Mandel which expired in February 1993. Effective February 1993, Arista
entered into an employment agreement with Mr. Mandel which provides Mr.
Mandel a base salary of $208,750 per annum. In July 1994, the parties
amended the employment agreement, which amendment, among other things,
extended Mr. Mandel's term of employment an additional three years. Mr.
Mandel's employment agreement will now expire in February 2001. Mr. Mandel
also is entitled to annual reimbursements for automobile expenses of up to
$9,000 and a non-accountable expense allowance of up to $5,000 per annum.
Mr. Mandel's employment agreement also provides that Arista shall obtain a
long-term disability benefits policy with benefits of $5,000 per month for
Mr. Mandel.
4
<PAGE>
(3) Each of Mr. Kooper's and Mr. Mandel's employment agreements were
amended in July 1994 to provide for a split-dollar insurance policy in the
amount of $1,000,000 and $205,000, respectively. Under these agreements,
the Company and Arista will pay the premiums on these policies on behalf of
Mr. Kooper and Mr. Mandel for a period of time specified in each agreement.
The premium payments are treated as loans to both Mr. Kooper and Mr. Mandel
and are collateralized by the underlying policy cash values. At December
31, 1995, loans aggregating $91,492 have been made to Mr. Kooper and loans
aggregating $32,314 have been made to Mr. Mandel. At December 31, 1995, the
cash surrender value of the insurance policy owned by Mr. Kooper was
approximately $82,757 and the cash surrender value of the insurance policy
owned by Mr. Mandel was approximately $27,276. In the event that Mr. Kooper
or Mr. Mandel shall be living on February 16, 2001, each of them will be
entitled to a lump sum retirement benefit equal to the amount of premiums
paid by the Company or Arista, attributable to the cumulative increase in
the cash surrender value of the policies during the period ending February
2001. The Company or Arista is required to make a lump sum payment on
behalf of Mr. Kooper or Mr. Mandel sufficient to render their respective
policy "paid up" upon (i) their death (if they predecease their spouse),
(ii) one year from a physical or mental disability or (iii) a merger,
consolidation, or sale of all or substantially all of the assets of the
Company or Arista, unless their employment has been terminated for "cause"
(as defined in the employment agreements).
(4) Each of Mr. Kooper's and Mr. Mandel's employment agreements provide
that in the event of a consolidation, merger, or sale of all or
substantially all of the assets of the Company or Arista, the employment
agreements may be terminated, and upon such termination, Mr. Kooper and/or
Mr. Mandel, respectively, would be entitled to receive a lump sum payout.
The payout will be the maximum amount that will not trigger the excise tax
payable in the event of an "excess parachute payment" as such term is
defined in the Internal Revenue Code of 1986, as amended.
(5) Other compensation includes: (a) insurance premiums paid in fiscal 1995
by, or on behalf of, the Company with respect to certain split dollar life
insurance policies as follows: (i) Bernard Kooper, $35,950 (Mr. Kooper had
taxable income in 1995 of $1,771 with regard to these premiums), and (ii)
Stanley S. Mandel $11,313 (Mr. Mandel had taxable income in 1995 of $601
with regard to these premiums); (b) Stanley S. Mandel also received
automobile expenses of $9,000 and a non-accountable expenses of $5,000 and
(c) long-term disability premium payment of $3,050.
Stock Options
There were no options granted in fiscal 1995 and no options were
exercised by a Named Executive Officer in fiscal 1995. The following table
sets forth information concerning each exercise of stock options during
fiscal 1995 by each of the Named Executives at the fiscal year-end and the
value of unexercised options at the fiscal year-end:
AGGREGATE OPTIONS/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE><CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Option/SARs at Option/SARs at
Acquired FY-End (#) FY-End($)
on Value ------------------------- ------------------------------
Exercise(#) Realized($) Exercisable Unexercisable Exercisable(*) Unexercisable
----------- ----------- ----------- ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Kooper -0- -0- 365,000 -0- 333,063 -0-
Stanley S. Mandel -0- -0- 196,000 -0- 178,850 -0-
</TABLE>
- -----------------------------------
*Based on the fair market value per share of the Company's Class A Common
Shares of $2.3125 (the average of the "low ask" and "high bid" of the
Company's Class A Common Shares on the NASDAQ on December 31, 1995).
5
<PAGE>
COMPENSATION OF DIRECTORS
Directors of the Company are usually elected annually. Directors of
the Company and Arista who are not full-time employees of the Company or
Arista, were paid $1,125 per quarter for each Board on which the member
served. Directors of the Company and Arista who are not full-time employees
of the Company or Arista received $250 for each meeting actually attended
and $250 for each committee meeting actually attended. Directors of
Collection are not separately compensated. No attendance fee for a
committee meeting is paid if a Directors' meeting is held on the same day.
In May 1993, Arista entered into an agreement with a company owned by
Richard Farkas, a director of Arista and the Company. Under the agreement,
consulting services were to be performed for Arista for a fee of $1,000 per
month. The agreement was terminated in November, 1993. Arista paid $5,000
to this company under the agreement during 1993. In March 1994, Arista
engaged the company again to perform certain consulting services. Such
consulting services were performed throughout the two month period ended
May 23, 1994. The Company paid $12,000 to this company for such services. See
"Item 13-Certain Transactions."
In July 1993, Arista entered into an agreement with Richard Greenwald
for specified services to be performed for a fee of $500 per week. Mr.
Greenwald became a director of Arista in October 1994. Arista paid $26,000
under this Agreement in 1995. See "Item 13 - Certain Transactions."
EMPLOYMENT CONTRACTS AND TERMINATIONS OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company's employment agreements with Mr. Bernard Kooper and Mr.
Stanley S. Mandel are described in the footnotes to the Summary
Compensation Table on pages 4 and 5 of this Part III.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the twelve month period ended December 31, 1995, the
Compensation Committee consisted of Bernard Kooper, the President of the
Company, Noah Fischman and J. Martin Feinman. Mr. Fischman is a former
Vice President of the Company. Messrs. Kooper and Fischman have certain
relationships. Effective March 28, 1996, Mr. Kooper resigned from the
Compensation Committee. See "Item 13 - Certain Transactions."
ITEM 12. PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT
On April 24, 1996, the Company had 1,930,600 Class A Common Shares
(excluding 10,000 shares of treasury stock) and 47,400 Class B Common
Shares issued and outstanding. The following table sets forth the number of
shares of the Company's common stock owned as of April 24, 1996 by (i)
owners of more than 5% of the Company's outstanding common stock, (ii) each
director of the Company, (iii) each of the Named Executives, and (iv) all
executive officers and directors of the Company as a group. Except as
otherwise indicated, each person or entity named in the table has sole
investment power and sole voting power with respect to the shares of the
Company's common stock set forth opposite his name.
6
<PAGE>
<TABLE><CAPTION>
Number of Shares of
Class A and Class B
Name and Address of Common Stock
Beneficial Owner Beneficially Owned Percentage of Ownership(1)
- ---------------------- ------------------- --------------------------------------
Class A Class B Class A and Class B
------- ------- -------------------
<S> <C> <C> <C> <C>
Bernard Kooper (2)(5) 572,600 22.88% 100% 24.44%
116 John Street
New York, New York 10038
Stanley S. Mandel(3) 283,800 13.35% -- 13.05%
116 John Street
New York, New York 10038
Louis H. Saltzman(4)(5) 70,000 3.52% -- 3.43%
116 John Street
New York, New York 10038
Richard P. Farkas -- -- -- --
265 Monmouth Park Highway
West Long Branch, New Jersey 07764
Noah Fischman(6) 71,600 3.71% -- 3.62%
99 Powerhouse Road
Roslyn Heights, New York 11577
J. Martin Feinman(7) 44,000 2.28% -- 2.22%
270-07 E Grand Central Parkway
Floral Park, New York 11005
Daniel Glassman 38,600 2.00% -- 1.95%
4 Magnolia Lane
Woodbury, New York 11797
Joseph Rubin(8) 119,600 6.19% -- 6.05%
100 Church Street
New York, NY 10007
Glickenhaus & Co.(9) 134,100 6.95% -- 6.78%
6 East 43rd Street
New York, New York 10017
American Securities Corp.(10)
80 Pine Street
New York, New York 10005 122,000 6.32% -- 6.17%
</TABLE>
7
<PAGE>
<TABLE><CAPTION>
Number of Shares of
Class A and Class B
Name and Address of Common Stock
Beneficial Owner Beneficially Owned Percentage of Ownership(1)
- ---------------------- ------------------- --------------------------------------
Class A Class B Class A and Class B
------- ------- -------------------
<S> <C> <C> <C> <C>
National American Insurance 98,200 5.09% -- 4.96%
Company of California (11)
19100 Susana Road
Rancho Dominguez, CA 90221
A.F. Hovey & Associates, 109,200 5.66% -- 5.52%
Inc. (12)
Plaza 600 Building, Suite 1724
600 Stewart Street
Seattle, Washington 98101
Old Lyme Holding 205,000 10.62% -- 10.36%
Corporation (13)
122 East 42nd Street
New York, NY 10168
All named executive 1,091,800 40.77% 100% 41.85%
officers and
directors
as a group (8 persons)
(2)(3)(4)(6)(7)
(1) Based upon 1,930,600 shares of Class A Common Stock outstanding
(excluding 10,000 shares of treasury stock) and 47,400 shares of
Class B Common Stock outstanding. Includes shares which said
persons have the right to obtain beneficial ownership within
sixty (60) days from the date hereof through the exercise of
outstanding options and warrants. Does not reflect 14,600 shares
of Class A Common Stock reserved for issuance pursuant to the
1986 Incentive Stock Option Plan ("1986 Plan").
(2) Includes 47,400 shares of Class B Common Stock owned by Mr.
Kooper, representing all of the issued and outstanding shares of
Class B Common Stock of the Company, 30,400 shares of Class A
Common Stock owned by Arlyne Kooper, wife of Bernard Kooper, and
365,000 shares of Class A Common Stock issuable upon the exercise
of the warrant held by Mr. Kooper.
(3) Includes shares of Class A Common Stock held in the various
retirement accounts of Mr. Mandel and Joy Mandel, wife of Stanley
S. Mandel, options to purchase 120,000 shares of Class A Common
Stock under the 1985 Incentive Stock Option Plan ("1985 Plan"),
options to purchase 58,400 shares of Class A Common Stock under
the 1986 Plan and 17,600 shares of Class A Common Stock issuable
upon the exercise of the non-qualified stock option held by Mr.
Mandel.
(4) Includes options to purchase 60,000 shares of Class A Common
Stock under the 1985 Plan.
(5) Mr. Kooper is the father-in-law of Mr. Saltzman. Each
disclaims beneficial ownership of the securities of the
Company owned by the other.
(6) Includes 23,200 shares of Class A Common Stock owned by Barbara
Fischman, the wife of Noah Fischman.
(7) Does not include 2,400 shares of Class A Common Stock owned by
Carl Feinman, the son of J. Martin Feinman, 2,400 shares of Class
A Common Stock owned by Lisa Feinman Baum, the daughter of J.
Martin Feinman, and 2,400 shares of Class A Common Stock owned by
Jane Feinman Kendes, the daughter of J. Martin Feinman. Mr.
Feinman disclaims beneficial ownership of the shares of Class A
Common Stock owned by his children.
8
<PAGE>
(8) According to the Schedule 13G, dated February 7, 1989, filed
by Mr. Rubin.
(9) According to Amendment No. 6 to the Schedule 13G, dated
January 29, 1991, filed by Glickenhaus & Co. with the
Securities and Exchange Commission. Glickenhaus & Co. has
sole power to vote or direct the vote of 130,100 shares and
the sole power to dispose or to direct the disposition of
134,100 shares.
(10) According to the Schedule 13D, dated November 3, 1988,
filed by American Securities Corp. on behalf of certain
reporting persons.
(11) According to the Schedule 13D, dated August 3, 1990, filed
by National American Insurance Company of California.
(12) According to the Schedule 13D, dated August 15, 1994,
filed by A.F. Hovey & Associates, Inc.
(13) According to the Schedule 13D, Amendment No. 1, dated
April 4, 1995, filed by Old Lyme Holding Corporation on
behalf of itself and certain reporting persons.
ITEM 13. CERTAIN TRANSACTIONS
Bernard Kooper, President of the Company and Chairman of the
Boards of Directors of the Company, Arista, and Collection, owns
Bernard Kooper Life Agency, Inc., a general agent of Arista. Mr.
Kooper is also a principal shareholder of Fischman-Kooper, Inc.,
an insurance broker. During the calendar years 1993, 1994 and
1995, Arista paid approximately $258,000, $244,000 and $224,000,
respectively, in gross commissions to Bernard Kooper Life Agency,
Inc. Such commissions relate to approximately 6%, 5.5% and 5.0%
of gross premiums earned by Arista during the years ended
December 31, 1993, 1994 and 1995, respectively. Of these
amounts, Bernard Kooper Life Agency, Inc. paid approximately
$185,000 in 1993, $177,000 in 1994 and $143,000 in 1995 to
brokers, including approximately $21,000 in 1993, $22,000 in 1994
and $23,000 in 1995 to members of the Board of Directors of
Arista who are licensed insurance brokers. Furthermore, the
commissions paid to director/brokers include payments to
Fischman-Kooper, Inc. of approximately $15,000 in 1993, $17,000
in 1994 and $18,000 in 1995, and payments to Louis D. Krasner,
Inc. of approximately $5,000 in 1993, $5,000 in 1994 and $4,000
in 1995. Noah Fischman, a Director of the Company, Arista, and
Collection, is also a principal shareholder of Fischman-Kooper,
Inc. Michael B. Krasner, a Director of Arista, is the President
of Louis D. Krasner, Inc. Bernard Kooper Life Agency, Inc.,
Fischman-Kooper, Inc. and Louis D. Krasner, Inc. are compensated
on the same basis as Arista's other general agents and brokers.
In addition, members of the Board of Directors of the Company and
Arista received commissions paid by third parties of approximately
$18,000 in 1993, $15,000 in 1994 and $19,000 in 1995, for the
placement of the Company's or Arista's life and health insurance
coverage, directors' and officers' liability insurance and fidelity
bond and casualty insurance coverage with other insurers. Furthermore,
such commissions paid to director/brokers include approximately
$18,000 in 1993, $11,000 in 1994 and $11,000 in 1995 paid to Noah
Fischman for the placement of the Company's or Arista's life, health
and long-term disability insurance coverages with other insurers;
approximately $4,000 in 1994 and $6,000 in 1995, paid to Louis D.
Krasner, Inc. for directors' and officers' liability insurance,
fidelity bond and casualty insurance coverages and approximately
$1,000 in 1995, paid to Louis H. Saltzman for life insurance
coverages.
Effective January 1, 1993, The Saltzman/Kooper Agency, Inc., a
life and health insurance agency controlled by Louis H. Saltzman, a
Director and the Secretary of the Company and Arista, and a Director
of Collection, orally entered into an arrangement with the Company to
sublease the space which was previously rented to Bernard Kooper
Associates, Inc. The sublease between the Company and The
Saltzman/Kooper Agency, Inc. was on similar
9
<PAGE>
terms as the Company's lease with its landlord, and The
Saltzman/Kooper Agency, Inc. was responsible for its
proportionate share of all rental charges. The arrangement
terminated on May 31, 1995.
In May 1993, Arista entered into an agreement with a company
owned by Richard Farkas, a Director of Arista and the Company. Under
the agreement, consulting services were to be performed for Arista for
a fee of $1,000 per month. The agreement was terminated in November,
1993. Arista paid $5,000 to this company under the agreement during
1993. In March 1994, Arista engaged the company again to perform
certain consulting services. Such consulting services were performed
throughout the two month period ended May 23, 1994. The Company paid
$12,000 to this company for such services.
In July 1993, Arista entered into an agreement with Richard
Greenwald for specified services to be performed for a fee of $500 per
week. Mr. Greenwald became a director of Arista in October 1994.
Arista paid $26,000 under this Agreement in 1995.
10
<PAGE>
Signature
- ---------
Pursuant to the requirements of Section 13 or 15(d) 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.
ARISTA INVESTORS CORP.
By: /s/ Susan J. Hall
---------------------------
Dated: April 26, 1996 Name: Susan J. Hall
Title: Senior Vice President
and Treasurer
</TABLE>
