<PAGE>
FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1996
-----------------
or
( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to ________
Commission file number 1-11720
-------
ADVO, Inc. 401(k) Savings Plan
-------------------------------------------
(Full title of the plan)
ADVO, Inc.
One Univac Lane,
P.O. Box 755,
Windsor, CT 06095-0755
-------------------------------------------
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive offices)
<PAGE>
ADVO, Inc. 401(k) Savings Plan
Annual Report
Index to Form 11-K
Year Ended December 31, 1996
Report of Independent Auditors
Financial Statements:
Statement of Assets Available for Plan Benefits as of
December 31, 1996 and 1995
Statement of Changes in Assets Available for Plan Benefits for the years
ended December 31, 1996 and 1995
Notes to Financial Statements
Supplemental Schedules:
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
Schedule II - Schedule of Reportable Transactions for the
Year Ended December 31, 1996
Signature
Exhibit 23 - Consent of Ernst & Young LLP
<PAGE>
Report of Independent Auditors
ADVO, Inc.
401(k) Savings Plan Committee
We have audited the accompanying statements of assets available for plan
benefits of the ADVO, Inc. 401(k) Savings Plan as of December 31, 1996 and 1995,
and the related statements of changes in assets available for plan benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
December 31, 1996 and 1995, and the changes in its assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1996, and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Hartford, Connecticut
June 20, 1997
-2-
<PAGE>
ADVO, Inc.
401(k) Savings Plan
Statement of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31,
---------------------------------------
Assets
- ------ 1996 1995
---- ----
<S> <C> <C>
Investments at Fair Value:
Collective Investment Fund:
Income Accumulation Fund for Employee
Retirement Plans $ 6,285,373 $ 6,338,197
Mutual Funds:
Templeton Foreign Fund 1,473,633 666,439
Money Market Fund-MasterWorks 3,058,039 3,234,153
S&P 500 Stock Fund-MasterWorks 8,120,205 6,056,521
ADVO Custom Funds:
ADVO Fidelity Asset Manager Fund 7,317,079 6,944,009
ADVO Berger 100 Fund 1,328,697 874,933
ADVO IDS New Dimensions Fund 8,154,116 6,391,559
ADVO Stock Fund 1,284,500 1,437,216
----------- -----------
Total Investments 37,021,642 31,943,027
Participant Loans 1,492,129 1,344,708
Receivables:
Employees' Contributions 143,455 179,712
Employer's Contributions 107,509 144,407
Other -- 19,253
----------- -----------
Total Receivables 250,964 343,372
Assets Available for Plan Benefits $38,764,735 $33,631,107
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
ADVO, Inc.
401(k) Savings Plan
Statement of Changes in Assets Available for Plan Benefits
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------
Income Money Market ADVO Fidelity
Accumulation Templeton Fund S&P 500 Stock Asset Manager
Fund Foreign Fund MasterWorks Fund MasterWorks Fund
---- ------------ ----------- ---------------- ----
<S> <C> <C> <C> <C> <C>
Addition to assets attributed to:
Investment income:
Net realized and unrealized appreciation \
(depreciation) in fair value of investments $ 137,074 $ 1,204,950 $ 824,973
Interest $ 348,368
Dividends 60,237 $ 144,736 265,839
Contributions:
Employee 497,521 191,837 287,018 684,629 697,439
Employer 415,439 142,404 238,661 530,855 544,212
Participant rollover 2,886 2,329 2,345 5,925 135,144
----------- ---------- ----------- ----------- -----------
Total additions 1,264,214 533,881 672,760 2,692,198 2,201,768
----------- ---------- ----------- ----------- -----------
Benefit payments 896,235 178,994 602,050 856,891 1,470,070
Interfund transfers (442,371) 442,423 (260,942) 227,526 (381,029)
----------- ---------- ----------- ----------- -----------
Net increase (decrease) in assets
available for plan benefits (74,392) 797,310 (190,232) 2,062,833 350,669
Assets available for plan benefits:
Beginning of the year 6,398,918 693,349 3,269,514 6,106,324 7,012,435
----------- ---------- ----------- ----------- -----------
End of year $ 6,324,526 $1,490,659 $ 3,079,282 $ 8,169,157 $ 7,363,104
=========== ========== =========== =========== ===========
<CAPTION>
Fund Information
--------------------------------------------------------------------------
ADVO IDS
ADVO Berger Dimensions ADVO Stock
100 Fund Fund Fund Loan Fund TOTAL
-------- ---- ---- --------- -----
<S> <C> <C> <C> <C> <C>
Addition to assets attributed to:
Investment income:
Net realized and unrealized appreciation \
(depreciation) in fair value of investments $ 140,772 $ 1,598,988 $ (55,919) $ 3,850,838
Interest $137,811 486,179
Dividends 470,812
Contributions:
Employee 180,370 706,244 141,462 3,386,520
Employer 137,067 543,114 115,355 2,667,107
Participant rollover 4,968 9,043 235 162,875
----------- ----------- ----------- ----------- ------------
Total additions 463,177 2,857,389 201,133 137,811 11,024,331
----------- ----------- ----------- ----------- ------------
Benefit payments 245,715 1,216,409 181,969 242,370 5,890,703
Interfund transfers 235,545 118,162 (172,041) 232,727 --
----------- ----------- ----------- ----------- ------------
Net increase (decrease) in assets
available for plan benefits 453,007 1,759,142 (152,877) 128,168 5,133,628
Assets available for plan benefits:
Beginning of the year 891,851 6,447,371 1,447,384 1,363,961 33,631,107
----------- ----------- ----------- ----------- ------------
End of year $ 1,344,858 $ 8,206,513 $ 1,294,507 $ 1,492,129 $ 38,764,735
=========== =========== =========== =========== ============
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
ADVO, Inc.
401(k) Savings Plan
Statement of Changes in Assets Available for Plan Benefits
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------
Income Money Market ADVO Fidelity
Accumulation Templeton Fund S&P 500 Stock Asset Manager
Fund Foreign Fund MasterWorks Fund MasterWorks Fund
---- ------------ ----------- ---------------- ----
<S> <C> <C> <C> <C> <C>
Addition to assets attributed to:
Investment income:
Net realized and unrealized appreciation
in fair value of investments $ 2,025 $ 1,328,973 $ 1,030,065
Interest $ 388,643
Dividends 40,156 $ 171,411 204,245
Contributions:
Employee 743,464 134,850 417,140 567,487 767,357
Employer 629,059 99,823 348,480 446,227 606,955
Participant rollover 66,233 6,800 30,595 48,400 135,134
----------- --------- ----------- ----------- -----------
Total additions 1,827,399 283,654 967,626 2,595,332 2,539,511
----------- --------- ----------- ----------- -----------
Benefit payments 695,079 16,068 499,164 587,435 497,429
Interfund transfers 5,266,598 425,763 22,348 125,796 (599,584)
----------- --------- ----------- ----------- -----------
Net increase (decrease) in assets
available for plan benefits 6,398,918 693,349 490,810 2,133,693 1,442,498
Assets available for plan benefits:
Beginning of the year 0 0 2,778,704 3,972,631 5,569,937
----------- --------- ----------- ----------- -----------
End of year $ 6,398,918 $ 693,349 $ 3,269,514 $ 6,106,324 $ 7,012,435
=========== ========= =========== =========== ===========
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------
ADVO IDS
ADVO Berger ADVO Dimensions ADVO Stock
100 Fund Income Fund Fund Fund Loan Fund TOTAL
-------- ----------- ---- ---- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Addition to assets attributed to:
Investment income:
Net realized and unrealized appreciation
in fair value of investments $ 107,659 $ 1,551,695 $ 471,246 $ 4,491,663
Interest $ 3,163 $ 112,668 504,474
Dividends 415,812
Contributions:
Employee 145,224 (15,609) 689,703 169,957 3,619,573
Employer 108,880 (12,624) 529,729 139,134 2,895,663
Participant rollover 9,112 43,062 16,705 356,041
----------- ------------ ----------- ----------- ----------- ------------
Total additions 370,875 (25,070) 2,814,189 797,042 112,668 12,283,226
----------- ------------ ----------- ----------- ----------- ------------
Benefit payments 23,061 0 426,840 100,007 177,450 3,022,533
Interfund transfers 544,037 (5,744,214) (182,512) (121,281) 263,049 --
----------- ------------ ----------- ----------- ----------- ------------
Net increase (decrease) in assets
available for plan benefits 891,851 (5,769,284) 2,204,837 575,754 198,267 9,260,693
Assets available for plan benefits:
Beginning of the year 0 5,769,284 4,242,534 871,630 1,165,694 24,370,414
----------- ------------ ----------- ----------- ----------- ------------
End of year $ 891,851 $ 0 $ 6,447,371 $ 1,447,384 $ 1,363,961 $ 33,631,107
=========== ============ =========== =========== =========== ============
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE>
ADVO, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
A. Description of the Plan
-----------------------
The following description of the ADVO, Inc. (the "Company") 401(k) Savings Plan
("Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
- -------
The Plan is a defined contribution plan covering all full-time exempt and
non-exempt salaried employees ("participants") of the Company who have completed
one year of service. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974, (ERISA).
Contributions
- -------------
The Company matched a participant's pay deferral contributions in accordance
with the following schedule during 1996 and 1995:
<TABLE>
<CAPTION>
Company matching
Employee contribution
percentage of compensation as a percentage of
deferred compensation
-------------------------- -------------------
<S> <C>
1% 1%
2% 2%
3% 3%
4% 4%
5% 5%
6% - 10% 6%
</TABLE>
Participants may contribute up to 10 percent of their annual compensation on a
pretax basis.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution, the
Company's matching contribution, and the Plan earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Vesting
- -------
Participants are immediately vested in their voluntary contributions and related
employer matching contributions plus actual earnings thereon.
Investment options
- ------------------
Upon enrollment in the Plan, a participant may direct both the participant's and
Company's matching contributions in several investment vehicles. The various
investment vehicles a participant may elect as of December 31, 1996 are:
. The Income Accumulation Fund for Employee Retirement Plans ("Income
Accumulation Fund") is a collective investment fund which invests in
guaranteed investment contracts, short-term fixed income securities and
money market instruments.
. The Templeton Foreign Fund is a registered mutual fund which invests in
stocks and debt obligations of companies and governments outside the
United States.
-6-
<PAGE>
ADVO, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
A. Description of Plan (cont.)
---------------------------
. The Money Market Fund-MasterWorks is a registered mutual fund comprised
of instruments with maturities of less than one year, including
commercial paper, corporate notes and other high quality short-term
instruments.
. The S&P 500 Stock Fund-MasterWorks is a registered mutual fund comprised
of stock in S&P 500 companies.
. The ADVO Fidelity Asset Manager Fund allocates its assets across
domestic and foreign stocks, bonds, and short term instruments and also
includes money market instruments which serve as overnight sweep
investments.
. The ADVO Berger 100 Fund invests primarily in domestic and foreign
stocks of established companies and also includes money market
instruments which serve as overnight sweep investments.
. The ADVO IDS New Dimensions Fund is a growth fund comprised primarily of
common stocks in U.S. and foreign companies showing potential for
significant growth and also includes money market instruments which
serve as overnight sweep investments.
. The ADVO Stock Fund, consists primarily of ADVO, Inc common stock and
also includes money market instruments which serve as overnight sweep
investments.
Payment of Benefits
- -------------------
On termination of service, a participant may elect to receive a lump-sum amount
equal to the value of his or her account.
Loans
- -----
Participants may borrow funds subject to certain restrictions and the consent of
the Savings Plan Committee.
Expenses of the Plan
- --------------------
All costs and expenses of operation and administration of the Plan are paid by
the Company.
ADVO Custom Funds
- -----------------
Employer custom funds include the following: ADVO Fidelity Asset Manager Fund,
ADVO Berger 100 Fund, ADVO IDS New Dimensions Fund and ADVO Stock Fund. Custom
funds are unregistered custom separate accounts created for the Plan and
maintained by the Trustee. Although the performance of the custom fund is based
on the performance of the underlying mutual fund or company common stock, the
value of a fund unit is different from the net asset value of the mutual fund or
the price of one share of common stock. Changes in the unit value of the fund
will be affected by price changes in the underlying mutual fund or common stock,
earnings, dividends, interest and applicable fees and expenses of the fund.
Additionally, the funds maintain highly liquid money market instruments which
may contribute towards differences in performance between the fund units and net
asset value of the underlying mutual funds or common stock.
B. Summary of Accounting Policies
------------------------------
Valuation of Investments
- ------------------------
The fair value of investments in Mutual Finds are based on the quoted market
prices of the shares held in these funds at year end.
-7-
<PAGE>
ADVO, Inc
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
The fair value of investments in the Collective Investment Fund and the ADVO
Custom Funds are based on the net asset value ("NAV") of participation units
held by the Plan at year end. These NAV's are calculated based on the current
market value of the underlying securities and the current number of units held
by participants in these funds.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires plan management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. While management believes that the estimates and related assumptions in
the preparation of these financial statements are appropriate, actual results
could differ from those estimates.
C. Investments
-----------
The Plan's investments are primarily held by bank-administered trust funds. The
following table presents the fair value of investments. Investments that
represent 5% or more of the Plan's assets are separately identified.
<TABLE>
<CAPTION>
December 31,
-----------------------------------
Collective Investment Fund: 1996 1995
- --------------------------- ----------- -----------
<S> <C> <C>
Income Accumulation Fund for Employee Retirement Plans $ 6,285,373 $ 6,338,197
Mutual Funds
- ------------
Templeton Foreign Fund 1,473,633 666,439
Money Market Fund-MasterWorks 3,058,039 3,234,153
S&P 500 Stock Fund-MasterWorks 8,120,205 6,056,521
ADVO Custom Funds:
- ------------------
ADVO Fidelity Asset Manager
Fidelity Asset Manager 7,255,064 6,912,370
Other 62,015 31,639
----------- -----------
7,317,079 6,944,009
ADVO Berger 100 Fund:
Berger 100 1,139,299 871,429
Other 189,398 3,504
----------- -----------
1,328,697 874,933
ADVO IDS New Dimensions Fund:
IDS New Dimensions 7,774,810 6,090,137
Other 379,306 301,422
----------- -----------
8,154,116 6,391,559
ADVO Stock Fund:
ADVO, Inc. Common Stock 1,267,532 1,423,240
Other 16,968 13,976
----------- -----------
1,284,500 1,437,216
----------- -----------
TOTAL $37,021,642 $31,943,027
=========== ===========
</TABLE>
-8-
<PAGE>
ADVO, Inc
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
D. Differences Between Financial Statements and Form 5500
------------------------------------------------------
The following is a reconciliation of assets available for plan benefits per the
financial statements to the Plan's Form 5500:
<TABLE>
<CAPTION>
December 31,
------------------------------------------
1996 1995
---- ----
<S> <C> <C>
Assets available for plan benefits
per the financial statements $ 38,764,735 $ 33,631,107
Amounts allocated to withdrawn
participants (212,566) (49,183)
------------ ------------
Assets available for plan benefits
per the Form 5500 $ 38,552,169 $ 33,581,924
============ ============
</TABLE>
The following is a reconciliation of benefit payments per the financial
statements to the Plan's Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1996 1995
---- ----
<S> <C> <C>
Benefit payments per
the financial statements $ 5,890,703 $ 3,022,533
Add: Current year amounts allocated
to withdrawn participants 212,566 49,183
Less: Prior year amounts allocated
to withdrawn participants (49,183) (102,360)
----------- -----------
Benefits paid to participants per
the Form 5500 $ 6,054,086 $ 2,969,356
=========== ===========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
E. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will remain 100 percent vested in their accounts. After payment of
expenses, distributions would be made pro rata based on the value of such
accounts.
F. Income Tax Status
-----------------
The Plan is qualified under Section 401(a) and Section 401(k) of the Internal
Revenue Code ("IRC") and is, therefore, exempt from federal income taxes based
on a favorable determination letter from the Internal Revenue Service dated
August 23, 1995.
The Plan is required to operate in conformity with the IRC to maintain its
qualification. The Savings Plan Committee is not aware of any course of action
or series of events that have occurred that might adversely affect the Plan's
qualified status.
-9-
<PAGE>
ADVO, Inc
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
G. Asset Value Per Fund Unit
-------------------------
The number of units, and the asset value per unit, in the Plan's investments at
December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------- --------------------------
Asset Number Asset Number
Value of Value of
Per Unit Units Per Unit Units
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Income Accumulation Fund $ 13.14 478,317 $ 12.42 510,293
Templeton Foreign Fund 10.36 142,243 9.18 72,597
Money Market Fund- MasterWorks 1.00 3,058,039 1.00 3,234,153
S&P 500 Stock Fund - MasterWorks 15.91 510,384 13.44 450,634
ADVO Fidelity Asset Manager Fund 13.25 552,232 11.81 587,977
ADVO Berger 100 Fund 13.84 96,004 12.23 71,540
ADVO IDS New Dimensions Fund 18.41 442,918 14.85 430,408
ADVO Stock Fund 11.57 111,020 11.91 120,673
</TABLE>
H. Other Events
------------
Effective January 1, 1996, Wells Fargo 401(k) Masterworks, the Plan's trustee,
was sold by Wells Fargo Bank to Barclays Bank PLC. Wells Fargo 401(k)
Masterworks now operates as BZW Barclays Global Investors N.A. In addition, BZW
Barclays Global Fund Advisors replaced Wells Fargo Bank as the investment
adviser for the funds.
The Money Market Fund - Stagecoach and S&P 500 Stock Fund - Stagecoach changed
name effective March 15, 1996 to Money Market Fund - MasterWorks and S&P 500
Stock Fund - MasterWorks, respectively.
-10-
<PAGE>
Schedule I
ADVO, Inc.
401(k) Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issue, Borrower, Lessor Including Maturity Date, Rate of
or Similar Party Interest, Par or Maturity Value Cost Current Value
- ----------------------------------- -------------------------------- ---- -------------
<S> <C> <C> <C>
Collective Trust Fund:
Income Accumulation Fund 478,317 units $ 6,285,373 $ 6,285,373
Mutual Funds:
Templeton Foreign Fund 142,243 units 1,351,356 1,473,633
Money Market Fund-MasterWorks 3,058,039 units 3,058,039 3,058,039
S&P 500 Stock Fund-MasterWorks 510,384 units 6,994,460 8,120,205
ADVO Custom Funds:
ADVO Fidelity Asset Manager Fund:
Cash -- 22,965 22,965
Money Market Fund for Employee
Defined Contribution Plans 39,050 shares 39,050 39,050
Fidelity Asset Manager 440,502 shares 6,439,865 7,255,064
------------ ------------
6,501,880 7,317,079
ADVO Berger 100 Fund:
Cash -- 182,327 182,327
Money Market Fund for Employee
Defined Contribution Plans 7,071 shares 7,071 7,071
Berger 100 63,898 shares 1,142,162 1,139,299
------------ ------------
1,331,560 1,328,697
ADVO IDS New Dimensions Fund:
Cash -- 335,210 335,210
Money Market Fund for Employee
Defined Contribution Plans 44,096 shares 44,096 44,096
IDS New Dimensions 375,413 shares 5,774,947 7,774,810
------------ ------------
6,154,253 8,154,116
ADVO Stock Fund:
Cash -- 12,624 12,624
Money Market Fund for Employee
Defined Contribution Plans 4,344 shares 4,344 4,344
ADVO, Inc. 90,538 shares of Common Stock 1,402,574 1,267,532
------------ ------------
1,419,542 1,284,500
Participant Loans 1,492,129 1,492,129
------------ ------------
TOTAL $ 34,588,592 $ 38,513,771
============ ============
</TABLE>
<PAGE>
Schedule II
ADVO, Inc.
401(k) Savings Plan
Schedule of Reportable Transactions
For the Year Ended December 31, 1996
Category (iii) -- Series Transactions in excess of 5% of plan assets
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Value of
Expenses Asset on Net
Identity of Description Purchase Selling Lease Incurred Cost of Transaction Gain
Party Involved of Assets Price Price Rental w/ Transaction Asset Date (Loss)
- -------------- --------- ----- ----- ------ -------------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Collective Investment Income
Fund - BZW Barclays Accumulation
Global Fund Advisors Fund 1,042,419 1,042,419 1,042,419
" " " " 1,443,372 1,443,372 1,443,372
Mutual Funds - Money Market
BZW Barclays Fund -
Global Fund Advisors MasterWorks 933,236 933,236 933,236
" " " " 1,221,228 1,221,228 1,221,228
" " S&P 500
Stock Fund -
MasterWorks 1,804,318 1,804,318 1,804,318
" " " " 945,584 715,100 945,584 230,484
ADVO Fidelity Money Market Fund
Asset Manager Fund for Defined
Contribution Plans 2,721,635 2,721,635 2,721,635
" " " " 2,713,422 2,713,422 2,713,422
" " Fidelity Asset Manager 2,063,232 2,063,232 2,063,232
" " " " 2,000,559 1,743,295 2,000,559 257,264
ADVO IDS New Money Market Fund
Dimensions Fund for Defined
Contribution Plans 2,450,460 2,450,460 2,450,460
" " " " 2,440,095 2,440,095 2,440,095
" " IDS New Dimensions 2,005,233 2,005,233 2,005,233
" " " " 1,642,540 1,259,594 1,642,540 382,946
</TABLE>
<PAGE>
Schedule II (cont.)
ADVO, Inc.
401(k) Savings Plan
Schedule of Reportable Transactions
For the Year Ended December 31, 1996
Category (iii) -- Series of Transactions in excess of 5% of plan assets (cont.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Value of
Expenses Asset on Net
Identity of Description Purchase Selling Lease Incurred Cost of Transaction Gain
Party Involved of Assets Price Price Rental w/ Transaction Asset Date (Loss)
- -------------- --------- ----- ----- ------ -------------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADVO Stock Fund Money Market Fund
for Defined
Contribution Plans 1,114,187 1,114,187 1,114,187
" " " " 1,118,981 1,118,981 1,118,981
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1996.
Note: Fair value at the transaction date is equivalent
to the purchase cost or selling price.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
ADVO, Inc, 401(k) Savings Plan Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
ADVO, Inc.
401(k) Savings Plan
Date: June 25, 1997 By: /s/ WILLIAM E. CROWLEY
------------- -----------------------
William E. Crowley
Committee Secretary
ADVO, Inc. 401(k) Savings Plan Committee
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation be reference in the Registration Statement (Form
S-8) Number 333-11323) pertaining to the ADVO, Inc. 401(k) Savings Plan of our
report dated June 20, 1997, with respect to the financial statements and
schedules of the ADVO, Inc. 401(k) Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1996.
/s/ Ernst and Young L.L.P.
Hartford, Connecticut
June 23, 1997
