<PAGE>
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
For the fiscal year ended December 31, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[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)
<TABLE>
<S> <C>
DELAWARE 13-2957684
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
116 JOHN STREET, NEW YORK, NEW YORK 10038
(Address of principal executive offices) (Zip Code)
</TABLE>
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 8, 1997 was $4,767,340.62.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section229.405 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 8, 1997,
was 2,570,100 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.
<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, 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* 71 Chairman of the Boards of Directors of the 1978
Company, Arista, and Collection, and President of
the Company
Stanley S. Mandel** 62 Executive Vice President and Director of the 1983
Company, President and Director of Arista, and
Director of Collection
Susan J. Hall 53 Senior Vice President and Treasurer of the --
Company and Arista, and Controller and Director
of Arista
Louis H. Saltzman* 46 Secretary and Director of the Company and Arista, 1981
and Director of Collection
Richard P. Farkas** 72 Director of the Company and Arista 1991
J. Martin Feinman** 72 Director of the Company, Arista, and Collection, 1978
and Secretary of Collection
Noah Fischman* 65 Director of the Company, Arista, and Collection 1978
Daniel Glassman* 68 Director of the Company and Arista 1994
</TABLE>
- ------------------------
* Elected by the Class B Stockholder
** Elected by the Class A Stockholders
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 March 31, 1997, Mr. Saltzman has served as Vice President, a
director and a principal stockholder of the Saltzman-American Business Agency,
Inc., a life and health general agency in Manhassett, New York. 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
2
<PAGE>
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
Integrated Food Technologies Corporation, Chairman of the Board of The
BankHouse, 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,
and served as Vice President of the Company from its inception to June 1987. 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.
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 or accrued in compensation for
services rendered in all the capacities in which they served exceeded
$100,000 for the Company's last fiscal year (the "Named Executives"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND OTHER
PRINCIPAL -------------------- ANNUAL
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)
- ------------------------------ ---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Bernard Kooper -Chairman of 1994 150,000 70,000 492,750(6)
the Boards of Directors of 1995 150,000 35,000 -0-
the Company, Arista and 1996 150,000 10,000 -0-
Collection and President of
the Company (1)(3)(4)
Stanley S. Mandel--Executive 1994 208,750 35,000 264,600(6)
Vice President and a 1995 208,750 35,000 -0-
Director of the Company, 1996 208,750 26,000 -0-
President and a Director of
Arista and a Director of
Collection(2)(3)(4)
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------------------------
AWARDS
--------------------- PAYOUTS
NAME AND RESTRICTED ----------------------------------
PRINCIPAL STOCK OPTIONS/ LTIP ALL OTHER
POSITION AWARDS($) SARS (#) PAYOUTS($) COMPENSATION($)(3)(4)
- ------------------------------ ---------- -------- ---------- ---------------------
<S> <C> <C> <C> <C>
Bernard Kooper -Chairman of -0- -0- -0- 35,950
the Boards of Directors of -0- -0- -0- 35,950
the Company, Arista and -0- -0- -0- 35,950(5)
Collection and President of
the Company (1)(3)(4)
Stanley S. Mandel--Executive -0- -0- -0- 27,196
Vice President and a -0- -0- -0- 28,363
Director of the Company, -0- -0- -0- 27,196(5)
President and a Director of
Arista and a Director of
Collection(2)(3)(4)
</TABLE>
- ------------------------
(1) 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.
3
<PAGE>
(2) 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.
(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, 1996,
loans aggregating $125,424 have been made to Mr. Kooper and loans
aggregating $42,948 have been made to Mr. Mandel. At December 31, 1996, the
cash surrender value of the insurance policy owned by Mr. Kooper was
approximately $108,158 and the cash surrender value of the insurance policy
owned by Mr. Mandel was approximately $39,779. 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 1996 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 1996 of $2,018 with regard to these premiums), and (ii)
Stanley S. Mandel, $11,313 (Mr. Mandel had taxable income in 1996 of $679
with regard to these premiums); (b) Stanley S. Mandel also received
automobile expenses of $8,250 and a non-accountable expense of $4,583 and
(c) long-term disability premium payment of $3,050.
(6) Value realized upon the exercise of warrants and/or options (market value on
the date of exercise less exercise price).
STOCK OPTIONS
There were no options granted in fiscal 1996 and options were exercised by
Named Executive Officers in fiscal 1996. The following table sets forth
information concerning each exercise of stock options during fiscal 1996 by each
of the Named Executives at the fiscal year-end and the value of unexercised
options at the fiscal year-end:
AGGREGATE OPTIONS/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTION/SARS AT OPTION/SARS AT
ACQUIRED FY-END (#) FY-END($)
ON VALUE ---------------------------------- --------------------------------------
EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE(*) UNEXERCISABLE
----------- ----------- --------------- ----------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Kooper........... 365,000 $ 492,750 -0- -0- -0- -0-
Stanley S. Mandel........ 196,000 $ 264,600 -0- -0- -0- -0-
</TABLE>
- ------------------------
* Based on the fair market value per share of the Company's Class A Common
Shares of $2.719 (the average of the "low ask" and "high bid" of the
Company's Class A Common Shares on the Nasdaq on December 31, 1996).
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 1994, 1995 and 1996 the Company engaged a company owned by Richard
Farkas, a director of Arista and the Company, to perform certain consulting
services. Such consulting services were performed throughout a two month period
ended on May 23, 1994, a two month period ended on May 23, 1995 and a four month
period ended on July 31, 1996. For such consulting services, the Company paid
this company $12,000 in 1994, $12,000 in 1995 and $30,000 in 1996. See "Item
13--Certain Transactions."
4
<PAGE>
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 each of 1994, 1995 and in 1996. 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 3 and 4 of this Part III.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the twelve month period ended December 31, 1996, the Compensation
Committee consisted of Noah Fischman and J. Martin Feinman. Effective March 28,
1996, Mr. Kooper resigned from the Compensation Committee. Mr. Fischman is a
former Vice President of the Company. Messrs. Kooper and Fischman have certain
relationships with the Company. See "Item 13--Certain Transactions."
ITEM 12. PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT
On March 31, 1997, the Company had 2,570,100 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 17, 1997 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
5
<PAGE>
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.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
CLASS A AND CLASS B PERCENTAGE OF OWNERSHIP (1)
NAME AND ADDRESS OF COMMON STOCK -----------------------------------------------
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS A CLASS B CLASS A AND CLASS B
- ----------------------------------------------------- ------------------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C>
Bernard Kooper (2)(4) 572,600 20.4% 100% 21.9%
116 John Street
New York, New York 10038
Stanley S. Mandel(3)(7) 105,400 4.1% -- 4.0%
116 John Street
New York, New York 10038
Louis H. Saltzman(4) 70,000 2.7% -- 2.7%
116 John Street
New York, New York 10038
Richard P. Farkas -- -- -- --
500 Route 36
Navesink, New Jersey 07752
Noah Fischman(5) 71,600 2.8% -- 2.7%
99 Powerhouse Road
Roslyn Heights, New York 11577
J. Martin Feinman(6) 44,000 1.7% -- 1.7%
270-07 E Grand Central Parkway
Floral Park, New York 11005
Daniel Glassman 38,600 1.5% -- 1.5%
4 Magnolia Lane
Woodbury, New York 11797
Dr. Keith E. Mandel(7) 178,400 6.9% -- 6.8%
3135 Katewood Court
Baltimore, MD 21209
Old Lyme Holding Corporation(8) 205,000 8.0% -- 7.8%
122 East 42nd Street
New York, NY 10168
All officers and directors as a group (9 persons)
(2)(3)(5)(6) 913,400 33.6% 100% 34.8%
</TABLE>
- ------------------------
Footnotes follow on next page.
(1) Based upon 2,570,100 shares of Class A Common Stock outstanding 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. Does not
reflect 3,100 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 Bernard Kooper,
representing all of the issued and outstanding shares of Class B Common
Stock of the Company, and 30,400 shares of Class A Common Stock owned by
Arlyne Kooper, wife of Bernard Kooper. Mr. Kooper has pledged 365,000 shares
of Class A Common Stock to secure his performance on an interest-bearing
promissory note made to the Company. See "Item 13--Certain Transactions."
(3) Includes shares of Class A Common Stock held individually by Stanley S.
Mandel and in the various retirement accounts of Stanley S. Mandel and Joy
Mandel, wife of Stanley S. Mandel. Mr. Mandel has
6
<PAGE>
pledged 17,600 shares of Class A Common Stock with a bank to secure a loan
made to his son, Dr. Keith E. Mandel.
(4) Bernard Kooper is the father-in-law of Louis Saltzman. Each disclaims
beneficial ownership of the securities of the Company owned by the other.
(5) Includes 23,200 shares of Class A Common Stock owned by Barbara Fischman,
the wife of Noah Fischman.
(6) 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.
(7) Dr. Keith E. Mandel is the son of Stanley S. Mandel. Each disclaims
beneficial ownership of the securities of the Company owned by the other.
(8) 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 1994, 1995 and 1996, Arista paid approximately $244,000, $224,000 and
$223,000, respectively, in gross commissions to Bernard Kooper Life Agency, Inc.
Such commissions relate to approximately 5.5%, 5.0% and 5.4% of gross premiums
earned by Arista during the years ended December 31, 1994, 1995, and 1996,
respectively. Of these amounts, Bernard Kooper Life Agency, Inc. paid
approximately $177,000 in 1994, $143,000 in 1995, and $159,000 in 1996 to
brokers, including approximately $22,000 in 1994, $23,000 in 1995 and $26,000 in
1996 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 $17,000 in 1994, $18,000 in 1995 and
$22,000 in 1996, and payments to Louis D. Krasner, Inc. of approximately $5,000
in 1994, $4,000 in 1995, and $4,000 in 1996. 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 $15,000 in 1994,
$19,000 in 1995, and $25,000 in 1996, 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
$11,000 in 1994, $11,000 in 1995 and $14,000 in 1996, 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, $6,000 in
1995 and $10,000 in 1996, paid to Louis D. Krasner, Inc. for directors' and
officers' liability insurance, fidelity bond and casualty insurance coverages
and approximately $1,000 in 1995 and $1,000 in 1996 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
7
<PAGE>
Saltzman/Kooper Agency, Inc. was on similar 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 1994, 1995 and 1996 the Company engaged a company owned by Richard
Farkas, a director of Arista and the Company, to perform certain consulting
services. Such consulting services were performed throughout a two month period
ended on May 23, 1994, a two month period ended on May 23, 1995 and a four month
period ended on July 31, 1996. For such consulting services, the Company paid
this company $12,000 in 1994, $12,000 in 1995 and $30,000 in 1996.
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 each of 1994, each of 1995 and in 1996.
In June, 1996, the Company issued 365,000 shares of Class A Common Stock
("Kooper Warrant Shares"), upon the exercise of a previously granted warrant
to purchase shares of Class A Common Stock at an exercise price of $1.40 per
share, to Bernard Kooper. The warrant was granted to Mr. Kooper in June,
1986. As consideration for the issuance of the Kooper Warrant Shares, Mr.
Kooper delivered $11,000 in cash and a $500,000 principal amount
interest-bearing promissory note (the "Kooper Note") to the Company and
granted the Company an option (the "Class B Repurchase Option") to acquire
the 47,400 shares of Class B Common Stock owned by Mr. Kooper. Additionally,
to secure the performance of his obligations under the Kooper Note, Mr.
Kooper pledged the 365,000 shares of Class A Common Stock owned by him to the
Company. The Class B Repurchase Option, which expires on June 14, 2001, has
an exercise price equal to the cancellation of the $500,000 outstanding under
the Kooper Note plus delivery by the Company, at its option, of either 47,400
shares of Class A Common Stock or the fair market value of such shares to Mr.
Kooper.
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ARISTA INVESTORS CORP.
Dated: April 14, 1997 By: /s/ BERNARD KOOPER
-----------------------------------------
Bernard Kooper, President and
Chairman of the Board
(principal executive officer)
Dated: April 14, 1997 By: /s/ SUSAN J. HALL
-----------------------------------------
Susan J. Hall, Senior Vice President
and Treasurer (principal financial and
accounting 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.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ STANLEY S. MANDEL Executive Vice President
- ------------------------------ and Director April 14, 1997
Stanley S. Mandel
Secretary and Director
- ------------------------------
Louis H. Saltzman
Director
- ------------------------------
Richard P. Farkas
/s/ J. MARTIN FEINMAN Director
- ------------------------------ April 14, 1997
J. Martin Feinman
/s/ NOAH FISCHMAN Director
- ------------------------------ April 14, 1997
Noah Fischman
/s/ DANIEL GLASSMAN Director
- ------------------------------ April 14, 1997
Daniel Glassman
