<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-K/A
AMENDMENT NO. 1
(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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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:
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 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. [X]
The aggregate market value of the voting stock (Class A Common Stock, par
value $ .01 per share) held by non-affiliates of the registrant, based upon the
closing sale price of the stock as reported on the Over-the-Counter Bulletin
Board service on April 6, 2000 was $2,925,000.
The aggregate number of registrant's outstanding shares on April 6, 2000
was 2,570,100 shares of Class A Common Stock, $0.01 par value (excluding 10,000
shares of treasury stock).
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 Registrant and Arista, and tenure as directors of the Registrant, are set
forth below:
<TABLE>
<CAPTION>
DIRECTOR OF THE
NAME AGE POSITION REGISTRANT SINCE
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Bernard Kooper 74 Chairman of the Boards of Directors 1978
of the Registrant and Arista
Stanley S. Mandel 65 President and Director of the 1983
Registrant and Arista
Susan J. Hall 56 Senior Vice President, Treasurer --
and Secretary of the Registrant
and Arista, and Controller
and Director of Arista
Peter J. Norton 55 Vice President of the Registrant --
and a Director of Arista
Louis H. Saltzman 48 Director of the Registrant and Arista 1981
Daniel Glassman 71 Director of the Registrant and Arista 1994
Michael B. Krasner 59 Director of the Registrant and Arista 1999
- ------------------------------
</TABLE>
BERNARD KOOPER has served as Chairman of the Board of Directors of the
Registrant since its inception and Chairman of the Board of Directors of Arista
since June 1986. Mr. Kooper served as President of the Registrant from its
inception to November 12, 1998, the closing date of the transactions (the
"Transaction") emanating from the Assumption Reinsurance Agreement, dated
September 23, 1998 (the "Treaty"), between the Registrant, Arista and The
Guardian Life Insurance Company of America ("The Guardian") and the
Administrative Services Agreement, dated September 23, 1998 (the "TPA
Agreement"), between the Registrant and The Guardian. Since 1971, he has served
as President and has been the 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, Mr. Kooper has also served as Vice
President and has been 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 President of the Registrant since the
closing date of the Transaction and also as a Director of the Registrant, and
President and a director of Arista since August 1983. From August 1993 until the
closing date of the Transaction, Mr. Mandel served as Executive Vice President
of the Registrant. Mr. Mandel is also a director of Micro-Medical Industries,
Inc. and Chairman of the Board of Directors of Kingsbrook Jewish Medical Center.
SUSAN J. HALL has served as Senior Vice President and Treasurer of the
Registrant and Arista since March 1988, as Secretary of the Registrant and
Arista since the closing date of the Transaction and as a Director of Arista
since June 1987. Since October 1986, she has served as Controller of Arista.
2
<PAGE>
PETER J. NORTON has served as Vice President of the Registrant since
February 1, 1999, and Vice President of Arista since July 1, 1994. Mr. Norton
has served as a Director of Arista since May 4, 1999.
LOUIS H. SALTZMAN has served as a Director of the Registrant and Arista
since May 1981. From May 1981 until the closing date of the Transaction, Mr.
Saltzman served as Secretary of the Registrant and Arista. Since March 31, 1997,
Mr. Saltzman has served as Secretary, a director and a principal stockholder of
the Saltzman-American Business Agency, Inc., a life and health general agency in
Manhasset, New York. Since January 1989, he has served as President and sole
stockholder of The Saltzman/Kooper Agency, Inc., a life, accident and health
general agency in New York, New York. Mr. Saltzman is the son-in-law of Bernard
Kooper.
DANIEL GLASSMAN has served as a Director of the Registrant 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. Mr. Glassman is the President and sole stockholder of
CSA, Inc., a clothing manufacturer, and a principal stockholder of JLT Corp., a
clothing manufacturer.
MICHAEL B. KRASNER has served as a Director of the Registrant since April
13, 1999. Mr. Krasner has also served as a Director of Arista since its
inception. Since 1988, he has also served as President of Louis D. Krasner,
Inc., a multi-line insurance agency located in Rockville Centre, New York.
The terms of office of all officers and directors expire at the time of the
Annual Meeting of Stockholders.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Registrant's directors
and executive officers, and persons who beneficially own more than ten
percent of the Registrant's common stock (the "Ten Percent Stockholders") to
file with the Securities and Exchange Commission initial reports of
beneficial ownership on Form 3 and reports of changes in beneficial ownership
on Form 4 or Form 5. Executive officers, directors, and Ten Percent
Stockholders are required to furnish the Registrant with copies of such
Forms. Based solely on a review of such Forms furnished to the Registrant,
the Registrant believes that during the year ended December 31, 1999, the
Registrant's executive officers, directors, and Ten Percent Stockholders
complied with all applicable Section 16(a) filing requirements.
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 Registrant and to each of the four most highly compensated
executive officers of the Registrant 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 $100,000 for the Registrant's last
fiscal year (each, a "Named Executive"):
3
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ----------------------- ----------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Bonus Compensation Stock Options/ Payouts Compensation
Position Year Salary($) ($) ($) Awards ($) SARs (#) ($) ($)(4)(6)
- ---------------------- ---- ---------- ------- ------------- ---------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard Kooper - 1997 150,000 35,000 -0- -0- -0- -0- 35,950
Chairman of the
Boards of Directors of 1998 150,000 -0- -0- -0- -0- -0- 35,950
the Registrant and
Arista (1)(4)(5) 1999 15,625 35,000 21,125(6) -0- -0- -0- 897,706(7)(8)
Stanley S. Mandel - 1997 208,750 61,000 63,428(9) -0- -0- -0- 28,363
President and a
Director of the 1998 231,519 -0- 25,692(9) -0- -0- -0- 28,363
Registrant and Arista
(2)(3)(4)(5) 1999 201,010 70,000 52,846(9)(10) -0- -0- -0- 303,107(7)(11)
Susan J. Hall - Senior 1997 84,217 -0- -0- -0- -0- -0- -0-
Vice President,
Treasurer and
Secretary of the 1998 90,316 -0- 31,201(9) -0- -0- -0- -0-
Registrant and Arista
and a Director of 1999 90,316 24,500 4,160(9) -0- -0- -0- 14,928(7)
Arista
Peter J. Norton- Vice 1997 125,000 -0- 19,215(9) -0- -0- -0- 9,600
President of the
Registrant 1998 125,000 -0- 19,215(9) -0- -0- -0- 9,600
and Arista and a
Director of Arista(12) 1999 125,000 18,500 4,808(9) -0- -0- -0- 11,198(7)
- ------------------------------------
</TABLE>
(1) Effective February 1993, the Registrant entered into an employment agreement
with Mr. Kooper which provided Mr. Kooper with a base salary of $150,000 per
annum (the "Kooper Employment Agreement"). The Kooper Employment Agreement
obliged Mr. Kooper to devote such time as he deemed necessary to perform his
duties on behalf of the Registrant (but in no event less than 120 days per
year). Mr. Kooper devoted and 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 Kooper Employment Agreement was amended to, among
other things, extend Mr. Kooper's term of employment for an additional three
year period, expiring in February 2001. Effective December 10, 1998, the Kooper
Employment Agreement was terminated. See Footnote (5) below.
(2) Effective February 1993, Arista entered into an employment agreement with
Mr. Mandel which provided Mr. Mandel with a base salary of $208,750 per annum
(the "Mandel Employment Agreement"). In July 1994, the Mandel Employment
Agreement was amended to, among other things, extend Mr. Mandel's term of
employment for an additional three year period, expiring in February 2001. Under
the Mandel Employment Agreement, Mr. Mandel was also 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 and required Arista to obtain a
long-term disability benefits policy with benefits of $5,000 per month for Mr.
Mandel. Effective December 10, 1998, the Mandel Employment Agreement was
terminated. See Footnote (5) below.
4
<PAGE>
(3) Effective on the closing date of the Transaction, the Registrant entered
into a new employment agreement with Mr. Mandel (the "Mandel Investors
Employment Agreement") pursuant to which Mr. Mandel is employed as President of
the Registrant for a period ending on the later to occur of (i) the second
anniversary of the effective date (as that term is defined in the Mandel
Investors Employment Agreement) or (ii) the termination date of the TPA
Agreement (the "Employment Period"), renewable for an additional period of not
more than three years. Pursuant to the Mandel Investors Employment Agreement,
Mr. Mandel is to receive a salary of $185,000 per annum, an annual bonus equal
to 8% of the Registrant's annual earnings before income taxes and extraordinary
or non-recurring items from third party administration operations for such bonus
period and a nonaccountable expense allowance equal to $5,000 per annum. The
Mandel Investors Employment Agreement may be terminated upon Mr. Mandel's death
or disability, with or without "Cause," the occurrence of a "Change of Control"
(as those terms are defined in the Mandel Investors Employment Agreement) and
the termination of the TPA Agreement. Pursuant to the Mandel Investors
Employment Agreement, in the event of a "Change of Control," the Registrant or
the successor or surviving corporation, as the case may be, may terminate,
assign or assume the Mandel Investors Employment Agreement, provided, however,
that any such entity pays Mr. Mandel a sum equal to $370,000. Pursuant to the
Mandel Investors Employment Agreement, Mr. Mandel has agreed not to engage in
any "Competitive Activity" (as defined in the Mandel Investors Employment
Agreement) during the Employment Period and up to a period of one year
thereafter, provided, Mr. Mandel is paid a sum equal to $185,000 in twelve equal
monthly installments, commencing with the month subsequent to such termination.
Effective October 1, 1999, the Mandel Investors Employment Agreement was
amended to provide an annual base salary of $150,000, a $9,000 per annum expense
allowance for business related automobile costs and expenses, and a $5,000
nonaccountable expense allowance. In addition, the amendment obliges Mr. Mandel
to devote such time as he deems necessary to perform his duties on behalf of the
Registrant (but in no event less than 120 days per year). The amendment also
provides for an annual bonus equal to 8% of the Registrant's annual earnings
before income taxes and extraordinary and non-recurring items from third party
administration operations for such bonus period, but in no event shall the
annual bonus be less than $35,000.
(4) Each of the Kooper Employment Agreement and Mandel Employment Agreement 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
Registrant and Arista paid 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. For the year ended December
31, 1999, loans aggregating $258,379 and $151,983 were made to Mr. Kooper and
Mr. Mandel, respectively, and the cash surrender values of the insurance
policies owned by Mr. Kooper and Mr. Mandel were approximately $239,975 and
$79,191, respectively. The policies also provide that 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 Registrant or Arista, attributable to the cumulative increase in the cash
surrender value of the policies during the period ending February 2001. Pursuant
to the Kooper Employment Agreement and the Mandel Employment Agreement, the
Registrant and Arista were obligated to make lump sum payments on behalf of Mr.
Kooper and Mr. Mandel sufficient to render their respective policies "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 Registrant or Arista, unless their
employment has been terminated for "Cause" (as defined in the employment
agreements). Effective upon the termination of the Kooper Employment Agreement
and Mandel Employment Agreement on December 10, 1998, each of Mr. Kooper and Mr.
Mandel agreed to defer having the Company pay such premiums to render the
foregoing policies "paid up" and also to receive the lump sum payouts as
discussed in Footnote (5) below, provided, however, that such lump sum payouts
bore interest monthly at the applicable federal short term rate as provided in
Section 1274(d) of the Internal Revenue Code of 1986, as amended, and the
Company agreed to make such payments within ten days after the payment by Arista
of a special dividend or special dividends to the Registrant, approved by the
Department, in an aggregate amount equal to or greater than $8.4 million (the
"Investors Dividend"). On April 17, 2000, the Registrant paid $70,518 in
premiums to cause the policy owned by Mr. Kooper to be "paid-up", and on
November 19, 1999, Arista paid $78,133, in premiums, to cause the policy owned
by Mr. Mandel to be "paid up."
5
<PAGE>
(5) The Kooper Employment Agreement and the Mandel Employment Agreement provided
that in the event of a consolidation, merger, or sale of all or substantially
all of the assets of the Registrant or Arista, such 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 was to
be the maximum amount that would 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. Effective December 10, 1998, the Kooper Employment
Agreement and the Mandel Employment Agreement were terminated, and Mr. Kooper
and Mr. Mandel have become entitled to receive payments of $861,658 and
$994,619, respectively. The Registrant was required to pay such amounts to
Messrs. Kooper and Mandel within ten days after the payment of the Investors
Dividend. On May 13, 1999, the Company made the lump sum payout to Mr. Kooper in
the amount of $861,658 and on November 22, 1999, the Registrant made a partial
lump sum payout to Mr. Mandel in the amount of $194,619. For the year ended
December 31, 1999, Mr. Kooper received $16,723 of interest on the outstanding
balance of the lump sum payout and Mr. Mandel received $41,657 of interest on
the outstanding balance of the lump sum payout.
(6) Includes directors fees of $15,125 and consulting fees of $6,000.
(7) Other compensation includes in fiscal 1999: (a) insurance premiums paid in
fiscal 1999 by, or on behalf of, the Registrant with respect to certain split
dollar life insurance policies as follows: (i) Bernard Kooper, $35,948, and (ii)
Stanley S. Mandel, $89,446; (b) Stanley S. Mandel also received automobile
expenses of $9,042 and a non-accountable expenses of $5,000; (c) Peter Norton
received a car allowance of $6,000 and a nonaccountable expense allowance of
$3,600; (d) $13,750 cash bonus received by Susan Hall pursuant to the
Transaction; (e) includes 401(k) matching contributions by Registrant as
follows: (i) Stanley Mandel, $5,000, (ii) Susan Hall, $1,178, and (iii) Peter
Norton, $1,598.
(8) Includes lump sum payout of $861,658 as discussed in Footnotes (4) and (5).
(9) Amount realized upon sale of unused vacation time.
(10) During 1999, the Board of Directors authorized the forgiveness of
indebtedness of Mr. Mandel's existing $200,000 salary advance, at the rate of
$50,000 in each calendar year for the calendar years commencing December 31,
1999, 2000, 2001, and 2002.
(11) Includes a partial lump sum payout of $194,619 as discussed in Footnotes
(4) and (5).
(12) Effective February 1, 1999, Mr. Norton's employment agreement, dated July
1, 1994, with Arista was assigned to the Registrant pursuant to which Mr. Norton
serves as Vice President of the Registrant (the "Norton Employment Agreement").
Pursuant to the Norton Employment Agreement, Mr. Norton (a) receives an annual
base salary equal to $125,000 per year, (b) is entitled to (i) receive an annual
bonus, as may be determined by the Board of Directors, (ii) be reimbursed for
automobile expenses in the sum of $6,000 per year and (e) receive a
nonaccountable expense allowance equal to $3,600 for each twelve month period
falling within the employment period. The Norton Employment Agreement may be
terminated in the case of the death or disability of Mr. Norton or with or
without "Cause" (as defined in the Norton Employment Agreement). Pursuant to the
Norton Employment Agreement, Mr. Norton has agreed not to engage in any
"Competitive Activity" (as defined in the Norton Employment Agreement) during
the Employment Period and up to a period of one year thereafter, provided, Mr.
Norton is paid a sum equal to $75,000 in twelve equal monthly installments,
commencing the month subsequent to such termination. Effective July 1, 1999, the
Norton Employment Agreement was amended to extend the term of the agreement to
December 31, 2000, under the same terms and conditions.
STOCK OPTIONS
There were no options granted or awards of restricted stock during the year
ended December 31, 1999 and there were no warrants or options exercised by any
of the Named Executive Officers during the year ended December 31, 1999.
6
<PAGE>
COMPENSATION OF DIRECTORS
Directors of the Registrant are elected annually. Directors of the
Registrant and Arista who were not full-time employees of the Registrant or
Arista were paid $1,125 per quarter for each Board on which the member served.
Effective October 1, 1999, Directors of the Registrant and Arista who are not
full-time employees of the Registrant or Arista, are paid in the aggregate
$3,750 per quarter to serve on the Boards of the Registrant and Arista, and
$1,125 per quarter if such member serves only on the Board of Arista. Directors
of Arista who are not full-time employees of the Registrant or Arista received
$250 for each Directors' meeting actually attended and $250 for each committee
meeting actually attended. No attendance fee for a committee meeting is paid if
a Directors' meeting is held on the same day.
In August, 1999, the Board of Directors of the Registrant engaged Mr.
Kooper, the Chairman of the Boards of Directors of the Registrant and Arista, to
perform consulting services for the Registrant. In consideration for such
consulting services, Mr. Kooper is paid $3,000 per month. Mr. Kooper received
$6,000 in 1999.
In 1998, the Registrant engaged a company owned by Richard Farkas, a
Director of Arista and a former Director of the Registrant, to perform
consulting services with respect to proposed transactions and related activities
of the Registrant, including, but not limited to, evaluating various business
strategies. Such consulting services were performed throughout a 3 1/2 month
period ended July 15, 1998. In consideration for such consulting services, the
Registrant paid the company $6,000 in 1998. 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 or the Registrant paid
$26,000 under this Agreement in 1997, $25,000 in 1998 and $2,500 in 1999. As a
result of the Transaction, such agreement between Arista and Mr. Greenwald was
terminated, effective as of January 31, 1999. See "Item 13 - Certain
Transactions."
EMPLOYMENT CONTRACTS AND TERMINATIONS OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Registrant's employment agreements with Mr. Bernard Kooper, Mr. Stanley
S. Mandel and Mr. Peter J. Norton are described in the footnotes to the Summary
Compensation Table on pages 4, 5 and 6 of this Part III.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From April 13, 1999 through the period ended December 31, 1999, the
Compensation Committee consisted of the entire Board of Directors. From January
1, 1999, through April 13, 1999, the Compensation Committee consisted of Noah
Fishman and J. Martin Feinman. Mr. Fischman resigned as director of the
Registrant on April 13, 1999. Mr. Feinman did not stand for re-election at the
Annual Meeting of Stockholders held on August 6, 1999.
Mr. Fischman, a former Vice President and Director of the Registrant, and a
former Director of Arista, is a principal shareholder of Fischman-Kooper, Inc.,
an insurance broker. Mr. Kooper, a former President of the Registrant and the
current Chairman of the Boards of Directors of the Registrant and Arista, owns
Bernard Kooper Life Agency, Inc., a general agent of Arista. Mr. Kooper is also
a principal shareholder of Fischman-Kooper, Inc. During the calendar years 1997,
1998 and 1999, Arista and/or the Registrant paid approximately $227,000,
$207,000 and $177,200, respectively, in gross commissions to Bernard Kooper Life
Agency, Inc. Such commissions relate to premiums which were approximately 6.1%
and 5.3% of gross premiums earned during the years ended December 31, 1997 and
1998, respectively. Of these amounts, Bernard Kooper Life Agency, Inc. paid
approximately $131,000 in 1997, $151,000 in 1998, and $133,000 in 1999 to
brokers, including approximately $26,000 in 1997, $20,000 in 1998 and $19,000 in
1999 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 $21,000 in 1997, $16,000 in 1998 and
$16,000 in 1999, and payments to Louis D. Krasner, Inc. of approximately $5,000
in 1997, $4,000 in 1998 and $3,000 in 1999. Michael B. Krasner, a Director of
the Registrant and Arista, is the President of Louis D. Krasner, Inc. Bernard
Kooper Life Agency, Inc., Fischman-Kooper, Inc. and Louis D. Krasner, Inc. were
compensated on the same basis as Arista's other general agents and brokers.
In addition to the commissions described in the preceding paragraph,
members of the Board of Directors of the Registrant and Arista received
commissions paid by third parties of approximately $24,000 in 1997, $24,000 in
1998 and $9,000 in 1999 for the placement of the Registrant'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 $14,000 in 1997
and $14,000 in 1998 paid to Noah Fischman for the placement of the Registrant's
or Arista's life, health and long-term disability insurance coverages with other
insurers; approximately $9,000 in 1997, $9,000 in 1998 and $8,000 in 1999 paid
to Louis D. Krasner, Inc. for directors' and officers' liability insurance,
fidelity bond and casualty insurance coverages; and approximately $1,000 in each
of 1997, 1998 and 1999 paid to Louis H. Saltzman for life insurance coverages.
In June 1996, the Registrant issued 365,000 shares of Class A Common Stock
("Kooper Warrant Shares"), to Bernard Kooper upon his exercise of a warrant
granted to him by the Registrant in June 1986 to purchase shares of Class A
Common Stock at an exercise price of $1.40 per share. As consideration for 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
Registrant and granted the Registrant an option (the "Class B Repurchase
Option") to acquire the 47,400 shares of Class B Common Stock then owned by Mr.
Kooper. The Kooper Note required interest at the LIBOR rate plus 1 1/4% per
annum and would have matured on June 14, 2001. Interest payments were payable
quarterly on the last day of September, December, March and June. Additionally,
to secure the performance of his obligations under the Kooper Note, Mr. Kooper
pledged 365,000 shares of the Company's Class A Common Stock to the Registrant.
The Class B Repurchase Option, which was to expire on June 14, 2001, had an
exercise price equal to the cancellation of the $500,000 outstanding under the
Kooper Note plus delivery by the Registrant, at its option, of either 47,400
shares of Class A Common Stock or the Fair Market Value (as defined in the Class
B Repurchase Option) of such shares to Mr. Kooper. On May 4, 1999, the Class A
Directors of the Board of Directors of the Registrant exercised the Class B
Repurchase Option. The Class B Stock Transaction closed on May 18, 1999. The
Registrant acquired the 47,400 shares of Class B Common Stock beneficially owned
by Mr. Kooper in consideration for (i) an amount equal $146,347.50, the Fair
Market Value (as defined in the Letter Agreement) of the Registrant's Class A
Common Stock, and (ii) the cancellation of the $500,000 outstanding principal
amount under the Kooper Note. As a result of the Class B Stock Transaction there
are no longer any shares of the Class B Common Stock outstanding.
8
<PAGE>
ITEM 12. PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT
On April 24, 2000, the Registrant had 2,570,100 Class A Common Shares
(excluding 10,000 shares of treasury stock) issued and outstanding. The
following table sets forth the number of shares of the Registrant's common stock
owned as of April 24, 2000 by (i) owners of more than 5% of the Registrant's
outstanding common stock, (ii) each director of the Registrant, (iii) each of
the Named Executives, and (iv) all executive officers and directors of the
Registrant 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 Registrant's common stock set forth opposite his or her
name.
<TABLE>
<CAPTION>
Number of Shares of Class A Percentage of Ownership
and Class B Common Stock of Class A Common
Name and Address of Beneficial Owner Beneficially Owned Stock Outstanding
- ----------------------------------------------- ------------------------------ ---------------------------
<S> <C> <C>
Bernard Kooper, Chairman of 525,200 20.4%
the Boards of Directors of
the Registrant and Arista (2)(4)
116 John Street
New York, New York 10038
Stanley S. Mandel, President and 105,400 4.1%
Director of the Registrant
and Arista (3)(5)
116 John Street
New York, New York 10038
Susan J. Hall - 1,100 *
Senior Vice President,
Treasurer and Secretary of
the Registrant and Arista,
and Controller and Director
of Arista
116 John Street
New York, New York 10038
Peter J. Norton, Vice President - -
of the Registrant and Arista and
Director of Arista
116 John Street
New York, New York 10038
Louis H. Saltzman 70,000 2.7%
Director of the Registrant
and Arista (4)
1205 Northern Boulevard
Manhasset, New York 11030
Daniel Glassman, Director of the 38,600 1.5%
Registrant and Arista
4 Magnolia Lane
Woodbury, New York 11797
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Class A Percentage of Ownership
and Class B Common Stock of Class A Common
Name and Address of Beneficial Owner Beneficially Owned Stock Outstanding
- ----------------------------------------------- ------------------------------ ---------------------------
<S> <C> <C>
Michael B. Krasner, Director of the 29,800 1.2%
Registrant and Arista
371 Merrick Road
Rockville Centre, New York 11570
Keith E. Mandel, M.D.(5) 178,400 6.9%
99 Pond Avenue
Brookline, Massachusetts 02445
Old Lyme Holding Corporation(6) 205,000 8.0%
122 East 42nd Street
New York, New York 10168
A.F. Hovey (7) 201,700 7.9%
1724 Plaza 600 Building
600 Stewart Street
Seattle, Washington 98101-1219
Helmut N. Friedlaender (8) 179,100 7.0%
60 East 42nd Street
Suite 3820
New York, New York 10165
All officers and directors 701,700 27.3%
as a group (7 persons)
(2)(3)(4)(5)(6)
- ------------------------------------
</TABLE>
* Less than 1%.
(1) Based upon 2,570,100 shares of Class A Common Stock outstanding.
(2) Includes 30,400 shares of Class A Common Stock owned by Arlyne Kooper, wife
of Bernard Kooper.
(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.
(4) Mr. Saltzman includes 70,000 shares of Class A Common Stock owned by his
wife, Wendy Saltzman. Bernard Kooper is the father-in-law of Louis Saltzman
and the father of Wendy Saltzman. Each disclaims beneficial ownership of
the securities of the Registrant owned by the other.
(5) Dr. Keith E. Mandel is the son of Stanley S. Mandel. Each disclaims
beneficial ownership of the securities of the Registrant owned by the
other.
10
<PAGE>
(6) 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.
(7) According to the Schedule 13D, Amendment No. 1, dated December 31, 1999,
filed by Anthony F. Hovey.
(8) According to the Schedule 13G, Amendment No. 2, dated December 31, 1999,
filed by Helmut N. Friedlaender on behalf of himself and certain reporting
persons.
ITEM 13. CERTAIN TRANSACTIONS
In August, 1999, the Board of Directors of the Registrant engaged Mr.
Kooper, the Chairman of the Boards of Directors of the Registrant and Arista, to
perform consulting services for the Registrant. In consideration for such
consulting services, Mr. Kooper is paid $3,000 per month. Mr. Kooper received
$6,000 in 1999.
In 1998, the Registrant engaged a company owned by Richard Farkas, a
Director of Arista and a former Director of the Registrant, to perform
consulting services with respect to proposed transactions and related activities
of the Registrant, including, but not limited to, evaluating various business
strategies. Such consulting services were performed throughout a 3 1/2 month
period ended July 15, 1998. In consideration for such consulting services, the
Registrant paid the company $6,000 in 1998.
In July 1993, the Company entered into an agreement with Richard Greenwald
for specified services to be performed for a fee of $500 per week. Pursuant to
such agreement, Mr. Greenwald provided consulting services with respect to
proposed transactions and related activities of Arista, including, but not
limited to, identifying available books of business and negotiating the terms of
such acquisitions. Mr. Greenwald became a Director of Arista in October 1994.
Arista or the Registrant paid $26,000 under this agreement in 1997, $25,000 in
1998 and $2,500 in 1999. Subsequent to the Transaction, such agreement between
Arista and Mr. Greenwald was terminated, effective as of January 31, 1999.
See "Compensation Committee Interlocks and Insider Participation" for
related transactions involving Bernard Kooper, Noah Fischman, Louis Saltzman and
Michael Krasner.
11
<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 28, 2000 By:/S/ STANLEY S. MANDEL
------------------------------------
Stanley S. Mandel, President
12
