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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 (NO FEE REQUIRED)
For the fiscal year ended September 28, 1996
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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 1-11720
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ADVO, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-0885252
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Univac Lane, P.O. Box 755, Windsor, CT 06095-0755
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 285-6100
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock and Rights, par value $.01 per share
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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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 proceeding 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 is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporate by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant at November 22, 1996 was $221,859,112. On that date, there were
24,260,666 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 1996 Annual Report to Stockholders are incorporated by reference
into Parts II and IV of this report.
Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Report.
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PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements. See the Index to Financial Statements and
Financial Statement Schedules on page F-1.
(2) Financial Statement Schedules. See the Index to Financial Statements and
Financial Statement Schedules on page F-1.
(3) Exhibits. The following is a list of the exhibits to this Report:
<TABLE>
<CAPTION>
Exhibit
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No. Exhibit Where Located
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<S> <C> <C>
3(a) Restated Certificate of Incorporation of ADVO. Incorporated by reference to Exhibit 3(a) to
the Company's Form 10 filed on September 15,
1986 (No. 1-11720).
3(b) Restated By-laws of ADVO. Incorporated by reference to Exhibit 3(b) to
the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1989.
4(a) Stockholder Protection Rights Agreement, Incorporated by reference to Exhibit 4.1 of
dated as of February 5, 1993, between the the Company's Form 8-K dated February 5,
Company and Mellon Securities Trust Company, 1993.
as Rights Agent, including Exhibit A and
Exhibit B.
10(a) 1986 Stock Option Plan of ADVO. * Incorporated by reference to Exhibit 4.1 to
the Company's Form S-8 filed on July 16,
1987 (No. 33-15856).
10(b) 1986 Employee Restricted Stock Plan of ADVO, Incorporated by reference to Exhibit A to
as amended. * the Company's definitive Proxy Statement for
the annual meeting held on January 24, 1991.
10(c) 1988 Non-Qualified Stock Option Plan and 1993 Incorporated by reference to Exhibit A to
Stock Option Subplan of ADVO, as amended. * the Company's definitive Proxy statement for
the annual meeting held on January 18, 1996.
10(d) The ADVO Savings Continuation Plan, effective Incorporated by reference to Exhibit 10(n)
January 1, 1988. * to the Company's Annual Report on Form 10-K
for the fiscal year ended September 24, 1988.
10(e) Executive Severance Agreement, dated October Incorporated by reference to Exhibit 10(k)
17, 1995 between ADVO and Robert Kamerschen. * to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995.
10(f) Executive Severance Agreements, dated October Incorporated by reference to Exhibit 10(l)
17, 1995 between ADVO and the executive to the Company's Annual Report on Form 10-K
officer named therein. * for the fiscal year ended September 30, 1995.
10(g) Executive Severance Agreements, dated October Incorporated by reference to Exhibit 10(m)
17, 1995 between ADVO and the executive to the Company's Annual Report on Form 10-K
officer named therein. * for the fiscal year ended September 30, 1995.
10(h) Executive Severance Agreement, dated October Incorporated by reference to Exhibit 10(n)
17, 1995 between ADVO and Robert S. Hirst. * to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
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No. Exhibit Where Located
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<S> <C> <C>
10(i) Executive Severance Agreement dated April 3, Incorporated by reference to Exhibit 10 to
1996 between ADVO and Larry G. Morris. * the Company's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1996.
10(j) Executive Severance Agreement dated May 1, Incorporated by reference to Exhibit 10 to
1996 between ADVO and Joseph P. Durrett. * the Company's Quarterly Report on Form 10-Q
for the quarter ended June 29, 1996.
10(k) Employment Agreement, dated May 29, 1996 Filed herewith.
between ADVO and Robert Kamerschen. *
10(l) Employment Agreement, dated November 4, 1996 Filed herewith.
between ADVO and Gary M. Mulloy. *
10(m) Executive Severance Agreement, dated November Filed herewith.
4, 1996 between ADVO and Gary M. Mulloy. *
10(n) Credit Agreement dated March 4, 1996 between Incorporated by reference to Exhibit 99.3 of
ADVO and a syndicate of lenders led by Chase the Company's Form 8-K dated March 5, 1996.
Manhattan Bank (National Association) as
Administrative Agent.
10(o) Information Technology Agreement dated as of Filed herewith.
July 16, 1996 between ADVO and Integrated
Systems Solutions Corporation (d/b/a ISSC).
11 Computation of Per Share Earnings. Filed herewith.
13 1996 Annual Report to Stockholders. Furnished herewith; however, such report,
except for those portions thereof which are
expressly incorporated by reference into
this Annual Report on Form 10-K, is for the
information of the Commission and is not
deemed "filed".
21 Subsidiaries of the Registrant. Filed herewith.
23 Consent of Independent Auditors. Filed herewith.
27 Financial Data Schedule. Filed herewith.
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* Management contract or compensatory plan required to be filed as an exhibit
pursuant to item 14(c) of this report.
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company with respect to the quarter
ended September 28, 1996.
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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.
Date: October 2, 1997 ADVO, Inc.
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By: /s/ ROBERT S. HIRST
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Robert S. Hirst
Vice President and Controller
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 indicated on October 2, 1997.
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* Chairman, Chief Executive Officer and
- ------------------------- Director (Principal Executive
Robert Kamerschen Officer and acting Principal
Financial Officer)
* President, Chief Operating Officer and
- ------------------------- Director
Gary M. Mulloy
/s/ ROBERT S. HIRST Vice President and Controller
- ------------------------- (Principal Accounting Officer)
Robert S. Hirst
Director
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Bruce Crawford
Director
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David D. Dyer
* Director
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James A. Eskridge
* Director
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Jack W. Fritz
* Director
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Lawrence Lachman
* Director
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Howard H. Newman
* Director
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John R. Rockwell
* Director
- -------------------------
John L. Vogelstein
</TABLE>
*By /s/ ROBERT S. HIRST
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Robert S. Hirst
Vice President & Controller
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
27 Financial Data Schedule
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<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ADVO, INC.'S
FORM 10K/A FOR THE YEAR ENDED SEPTEMBER 28, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-28-1996
<CASH> 13,303
<SECURITIES> 0
<RECEIVABLES> 66,894
<ALLOWANCES> 4,226
<INVENTORY> 7,518
<CURRENT-ASSETS> 103,840
<PP&E> 142,029
<DEPRECIATION> 77,854
<TOTAL-ASSETS> 185,126
<CURRENT-LIABILITIES> 101,971
<BONDS> 161,125
0
0
<COMMON> 279
<OTHER-SE> (85,484)
<TOTAL-LIABILITY-AND-EQUITY> 185,126
<SALES> 0
<TOTAL-REVENUES> 986,162
<CGS> 0
<TOTAL-COSTS> 761,506
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,701
<INTEREST-EXPENSE> 9,669
<INCOME-PRETAX> 18,536
<INCOME-TAX> 7,229
<INCOME-CONTINUING> 11,307
<DISCONTINUED> (8,199)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,108
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
