AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996
Registration No. 333-03777
Rule 424(b)
14,696 SHARES
ADVO, INC.
COMMON STOCK
($.01 PAR VALUE)
This Prospectus relates to 14,696 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of Advo, Inc., a Delaware corporation
("Advo" or the "Company"). All of the Shares being offered hereby are
outstanding shares.
The Shares may be offered by certain Shareholders of the Company (the
"Selling Shareholders") from time to time in transactions on the New York Stock
Exchange, in negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect
such transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Shareholders, and any
agents or broker-dealers that participate with the Selling Shareholders in the
distribution of the Shares, may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on their resale of the Shares
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "The Selling Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
certain expenses (other than selling commissions) in connection with the
registration of the Shares.
The Common Stock of the Company is quoted on the New York Stock Exchange
under the symbol "ADVO." On May 31, 1996, the per share closing price of the
Common Stock as reported on the New York Stock Exchange was $10.875.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 11, 1996.
<PAGE>
AVAILABLE INFORMATION
Advo has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with the Securities and Exchange Commission (the "Commission"),
Washington, D.C., with respect to the Shares of Common Stock offered hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement on file with
the Commission. The information omitted can be inspected at the office
of the Commission, 450 Fifth Street, N.W., Washington, D.C., and copies can be
obtained from the Commission at prescribed rates by writing to it at 450 Fifth
Street, N.W., Washington, D.C. 20549. For further information pertaining to
Advo and the Shares of Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof.
Advo is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by Advo with
the Commission can be inspected and copied at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Advo Common Stock is listed on the New York Stock Exchange (the
"NYSE"). Reports, proxy and information statements, and other information
concerning Advo may be inspected at the office of the NYSE, 100 Broad Street,
New York, NY 10001.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Advo with the Commission
(File No. 1-11720) pursuant to the Exchange Act and are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the fiscal year ended September
30, 1995;
(2) Quarterly Reports on Form 10-Q for the quarters ended December
30, 1995 and March 30, 1996;
(3) Current Reports on Form 8-K dated January 26, 1996, March 5,
1996 and May 13, 1996; and
(4) The description of the Company's Common Stock contained in its
Registration Statement filed pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.
All documents filed by Advo pursuant to Section 13(a), 13(c), or 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may be
obtained upon written or oral request without charge by each person, including
beneficial owners, to whom this Prospectus is delivered from David Stigler,
General Counsel and Secretary, Advo, Inc., One Univac Lane, P.O. Box 755,
Windsor, Connecticut 06095-0735 (telephone number (860) 285-6120).
<PAGE>
THE COMPANY
ADVO, Inc. ("ADVO" or the "Company") is a direct marketing firm
primarily engaged in soliciting and processing printed advertising from
retailers, manufacturers and service companies for targeted distribution by
both shared and solo mail to consumer householders in the United States on a
national, regional and local basis. Founded in 1929 as a hand delivery
company, the Company entered the direct mail industry as a solo mailer in 1946
and began its shared mail program in 1980. The Company currently is the
largest commercial user of third-class mail in the United States.
ADVO competes primarily with newspapers, direct mail companies,
broadcast media, periodicals and other local distribution entities for retail
advertising expenditures. The Company believes that direct mail, which enables
advertisers to target advertisements to specific customers or geographic areas,
is the most efficient vehicle for delivering printed advertising on a
saturation or full market coverage basis, as well as an effective means of
targeted coverage ADVO has participated in several joint ventures in order to
expand its targeting capability by offering psychographic and product usage
information in additional to its geo-demographic database.
ADVO's principal executive offices are located at One Univac Lane,
Windsor, Connecticut, 06095.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.
THE SELLING SHAREHOLDERS
The following table sets forth certain information regarding the ownership
by the Selling Shareholders of Common Stock at March 30, 1996, and as adjusted
for the sale of the Shares offered hereby. At March 30, 1996, there were
23,997,615 shares of Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares Being After Offering
Shares Percent Offered Hereby Shares Percent
SELLING SHAREHOLDERS
<S> <C> <C> <C> <C> <C>
Joseph P. Durrett 153,569 .6% 12,900 140,669 .6%
Robert S. Hirst 26,748 .1% 856 25,892 .1%
J.C. Dennis 8,893 * 575 8,318 *
Richard Altschuler 865 * 365 443 *
</TABLE>
____________________________
* Less than .1%
1. Joseph P. Durrett resigned his positions as President and Chief
Operating Officer and a director of the Company effective May 15, 1996.
2. Robert S. Hirst is Vice President and Controller of the Company.
3. J. C. Dennis is Vice President of Strategic National Accounts of the
Company.
4. Richard Altschuler is Director - Business Technology - Marketing &
Sales of the Company.
<PAGE>
PLAN OF DISTRIBUTION
The Shares registered for sale hereby may be sold from time to time by the
respective Selling Shareholders. Such sales may be effected (i) in
transactions on the NYSE, or (ii) in privately negotiated transactions or in a
combination of any such transactions. Such transactions may be effected by the
Selling Shareholders at market prices and on terms prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
Brokers, dealers or agents may receive compensation in the form of
discounts, commissions or concessions from the Selling Shareholders in amounts
to be negotiated in connection with the sale and may receive commissions from
the purchasers of Shares for whom they may act as agent. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any such commission discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders are acting independently of the Company in making
decisions with respect to the timing manner and size of each sale. The place
and time of delivery for a particular offer of the Shares will be set forth in
an accompanying Prospectus Supplement, if required.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the Shares will be borne by the Selling
Shareholders.
LEGAL OPINION
The validity of the Shares of Common Stock offered hereby will be passed on
by David M. Stigler, Esq., Senior Vice President, General Counsel and Secretary
of the Company. Mr. Stigler is a beneficial owner of shares of Common Stock
and also holds employee stock options to purchase Common Stock.
EXPERTS
The consolidated financial statements of Advo, Inc. incorporated by
reference in Advo, Inc.'s Annual Report (Form 10-K) for the year ended
September 30, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
<PAGE>
No dealer, salesperson or any other
person has been authorized to give any
information or to make any representations
in connection with the Offerings other 12,900 SHARES
than those contained in this Prospectus,
and, if given or made, such information or
representations must not be relied
upon as having been authorized by the Company,
the Selling Shareholders or any of the
Underwriters. This Prospectus does not ADVO, INC.
constitute an offer to sell, or a
solicitation of an offer to buy, any securities
other than the registered securities to which it
relates or an offer to, or solicitation of, COMMON STOCK
any person in any jurisdiction where such an
offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create any implication that
there has been no change in the affairs of JUNE 11, 1996
the Company since the date hereof or that
the information contained herein is correct
as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . 2
The Company . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . 3
The Selling Shareholders . . . . . . . 3
Plan of Distribution . . . . . . . . . 4
Legal Opinion . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . 4
