SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended FEBRUARY 29, 1996
------------------
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 1-8654
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Unitel Video, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-1713238
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 West 57th Street - New York, New York 10019
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(Address of principal executive offices)
(212) 265-3600
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(Registrant's telephone number, including area code)
515 West 57th Street - New York, New York 10019
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 twelve months and (2) has been subject to such requirements
for the past 90 days.
. . . . . . . . . .
Yes . X . No . .
. . . . . . . . . .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
2,656,565 Common shares outstanding as of April 15, 1996.
(Number of shares) (Date)
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED FEBRUARY 29, 1996
Page
INDEX Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
February 29, 1996 (Unaudited) and
August 31, 1995 3-4
Consolidated Statements of Operations
February 29, 1996 (Unaudited) and
February 28, 1995 (Unaudited) 5
Consolidated Statements of Cash Flows
February 29, 1996 (Unaudited)
and February 28, 1995 (Unaudited) 6-7
Notes to Consolidated Financial
Statements (Unaudited) 8-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-13
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security-Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
2
UNITEL VIDEO, INC.
FORM 10-Q
QUARTER ENDED FEBRUARY 29, 1996
Part 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 1996 AUGUST 31, 1995
----------------- ---------------
(Unaudited) (Note)
ASSETS
Current Assets:
Cash $ 553,000 $ 161,000
Accounts receivable,
less allowance for
doubtful accounts of $613,000
and $686,000 10,898,000 12,700,000
Other receivables 351,000 362,000
Prepaid income taxes 441,000 567,000
Prepaid expenses 1,192,000 1,340,000
Net assets held for sale 1,298,000 --
Deferred tax asset 760,000 760,000
------------ -------------
Total current assets 15,493,000 15,890,000
Property and equipment - at cost
Land, buildings
and improvements 13,765,000 13,541,000
Video equipment 82,650,000 78,145,000
Automobiles 50,000 50,000
Furniture and fixtures 2,808,000 2,736,000
------------ ------------
99,273,000 94,472,000
Less accumulated depreciation 63,040,000 59,981,000
------------ ------------
36,233,000 34,491,000
Net assets held for sale 15,499,000 19,270,000
Deferred tax asset 1,824,000 1,745,000
Goodwill 1,928,000 1,997,000
Other assets 1,401,000 793,000
------------ -------------
$72,378,000 $74,186,000
------------ -------------
------------ -------------
Note: The balance sheet at August 31, 1995 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
3
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED BALANCE SHEETS
(Continued)
FEBRUARY 29, 1996 AUGUST 31, 1995
(Unaudited) (Note)
----------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,624,000 $ 7,339,000
Accrued expenses 1,238,000 1,620,000
Payroll, benefits and related taxes 3,401,000 2,931,000
Current maturities of long-term debt 5,507,000 5,492,000
Current maturities of subordinated debt 313,000 104,000
Current maturities of ESOP loan 181,000 186,000
Current maturities of capital lease obligations 1,802,000 1,685,000
------------- -------------
Total current liabilities 17,066,000 19,357,000
Deferred rent 872,000 864,000
Long-term debt, less current maturities 21,732,000 19,936,000
Subordinated debt, less current maturities 2,937,000 3,146,000
ESOP loan, less current maturities 75,000 152,000
Long-term leases, less current maturities 6,526,000 7,064,000
Accrued retirement 1,223,000 1,141,000
Stockholders' equity:
Common stock, par value
$.01 per share
Authorized 5,000,000 shares
Issued 3,522,854 and 3,491,454 shares
respectively, and outstanding 2,656,565
and 2,625,165 shares respectively 26,000 26,000
Additional paid-in capital 27,523,000 27,351,000
Retained earnings 2,675,000 3,532,000
Common stock held in treasury,
at cost (866,289 shares) (7,974,000) (7,974,000)
------------- -------------
22,250,000 22,935,000
Unearned employee benefit expense (303,000) (409,000)
------------- -------------
Total stockholders' equity 21,947,000 22,526,000
------------- -------------
$ 72,378,000 $ 74,186,000
------------- -------------
------------- -------------
Note: The balance sheet at August 31, 1995 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
4
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1996 1995 1996 1995
---- ---- ---- ----
Sales $ 20,529,000 $ 20,581,000 $ 43,469,000 $ 41,814,000
Cost of sales:
Production costs 15,585,000 14,601,000 30,987,000 29,032,000
Depreciation 1,773,000 2,420,000 3,506,000 4,674,000
------------ ------------ ------------ ------------
17,358,000 17,021,000 34,493,000 33,706,000
------------ ------------ ------------ ------------
Gross profit 3,171,000 3,560,000 8,976,000 8,108,000
Operating expenses:
Selling 660,000 740,000 1,336,000 1,485,000
General and administrative 2,543,000 1,984,000 4,987,000 4,257,000
Interest 923,000 742,000 1,771,000 1,457,000
Impairment charge 886,000 -- 1,739,000 --
------------ ------------ ------------ ------------
5,012,000 3,466,000 9,833,000 7,199,000
------------ ------------ ------------ ------------
Earnings (loss) from operations (1,841,000) 94,000 (857,000) 909,000
Other income -- -- -- 14,000
------------ ------------ ------------ ------------
Earnings loss before
income taxes (1,841,000) 94,000 (857,000) 923,000
Income taxes (462,000) 44,000 -- 434,000
------------ ------------ ------------ ------------
Net earnings applicable for
common stock $ (1,379,000) $ 50,000 $ (857,000) $ 489,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings (loss) Per Common Share
Net earnings (loss) $ (0.53) $ 0.02 $ (0.33) $ 0.19
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average of common and
common equivalent shares
outstanding 2,591,000 2,580,000 2,580,000 2,572,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
See notes to consolidated financial statements.
5
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
----------------
FEBRUARY 29, 1996 FEBRUARY 28, 1995
----------------- -----------------
Cash Flows From Operating Activities:
Net income (loss) $ (857,000) $ 489,000
Adjustments to reconcile
net income (loss) to net cash
provided by operating
activities:
Depreciation and amortization 3,525,000 4,948,000
Net gain on disposal of assets (19,000) (274,000)
Deferred financing costs (570,000) --
Recognition of deferred gain -- (100,000)
Amortization of deferred financing costs 89,000 199,000
Deferred rent 8,000 (85,000)
Accrued retirement expense 82,000 86,000
Deferred income taxes (79,000) 95,000
Impairment charge 1,739,000 --
Decrease (Increase) in:
Accounts receivable 1,875,000 (2,501,000)
Allowance for doubtful accounts (73,000) 98,000
Other receivables 11,000 (30,000)
Prepaid expenses 148,000 287,000
Prepaid taxes 126,000 81,000
Other assets (131,000) (431,000)
Increase (Decrease) in
Accounts payable (2,715,000) 339,000
Accrued expenses (382,000) (38,000)
Payroll and related taxes 470,000 (348,000)
Income taxes payable -- 121,000
----------- -----------
Total adjustments 4,104,000 2,447,000
----------- -----------
Net cash provided by operating
activities 3,247,000 2,936,000
Cash Flows From Investing
Activities:
Capital expenditures (4,464,000) (2,348,000)
Acquisition of GC & Co. assets -- (1,300,000)
Proceeds from disposal of assets 23,000 331,000
----------- -----------
Net cash used in
investing activities (4,441,000) (3,317,000)
(Continued)
6
UNITEL VIDEO, INC.
FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
SIX MONTHS ENDED
----------------
FEBRUARY 29, 1996 FEBRUARY 28, 1995
----------------- -----------------
Cash Flows From Financing Activities:
Proceeds from long-term financing $ 22,520,000 $2,700,000
Proceeds from issuance of common stock 181,000 (17,000)
Repayment of loan to ESOP (82,000) (82,000)
Repayment of note to Banta -- (500,000)
Principal repayments (21,130,000) (1,942,000)
Release of ESOP quarterly shares 97,000 107,000
----------- -----------
Net cash provided by
financing activities 1,586,000 266,000
----------- -----------
Net (Increase) in Cash 392,000 (115,000)
Cash Beginning of Year 161,000 1,293,000
----------- -----------
Cash End of Six Months $ 553,000 $ 1,178,000
----------- -----------
----------- -----------
Schedule of income taxes and
interest paid:
Income Taxes Paid $ 68,000 $ 148,000
Interest Paid 1,555,000 1,577,000
----------- -----------
$ 1,632,000 $ 1,725,000
----------- -----------
----------- -----------
Supplemental schedule of non cash investing and financing activities:
Detail of acquisition of GC & Co.:
Fair value of assets acquired $ 6,750,000
Subordinated note to seller (750,000)
Capital lease obligation (4,700,000)
-----------
Net cash paid for acquisition $ 1,300,000
-----------
-----------
See notes to consolidated financial statements.
7
UNITEL VIDEO, INC.
FORM 10-Q
SIX MONTHS ENDED FEBRUARY 29, 1996
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of February 29, 1996, the
consolidated statements of operations for the six months and quarters ended
February 29, 1996 and 1995, and the consolidated statements of cash flows for
the six months then ended have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at February 29, 1996 and for all periods presented
have been made.
Certain information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto in the Company's August 31, 1995 Form 10-K filed
with the Securities and Exchange Commission. The results of operations for the
six months ended February 29, 1996 are not necessarily indicative of the
operating results for the full year.
2. STOCKHOLDERS' EQUITY
During the six months ended February 29, 1996, stockholders' equity decreased
due to:
Net loss $(857,000)
Reduction in unearned employee benefit expense 106,000
Reduction in additional paid in capital resulting
from the allocation of ESOP shares (9,000)
Exercise of stock options 174,000
Purchase of stock under the Unitel Video, Inc.
Employee Stock Purchase Plan 7,000
---------
Total decrease in stockholders' equity $(579,000)
---------
---------
3. PER SHARE DATA
Per share data for the quarter and six months ended February 29, 1996 and 1995
is based on the weighted average number of common shares outstanding. In the
quarter and six months ended February 29, 1996, unreleased Employee Stock
Ownership Plan shares are not considered outstanding for earnings per share
calculations. (See Note 4).
8
4. 401(k) EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
The Company sponsors a 401(k) savings and stock ownership plan (the "Plan")
which requires the Company to match employee contributions to the 401(k) portion
of the Plan in shares of the Company's Common Stock up to the maximum amount set
forth in the Plan. Effective September 1, 1994, the Company has adopted the
provisions of Statement of Position 93-6, "Employer's Accounting for Employee
Stock Ownership Plans" ("SOP 93-6").
In 1987, to purchase 115,849 shares of the Company's stock, the Plan obtained
financing from a bank amounting to $1,250,000. In 1991 the Plan purchased
25,810 shares of the Company's stock financed by a $229,193 loan from the
Company. The Plan is funded by the Company as required to provide the Plan with
the funds necessary to meet its debt service requirements. The loan obligations
of the Plan are considered unearned employee benefit expense and are recorded as
a separate reduction of the Company's shareholders' equity. The bank financing
is guaranteed by the Company.
The Plan's shares are released and allocated to participant accounts based upon
Company contributions and certain payments made to reduce the Plan debt. The
Company reports compensation expense based on the dollar value of the 401(k)
match expense.
The Plan's compensation expense was $98,012 and $49,006 for the six months and
quarter ended February 29, 1996, respectively. A summary of the Plan's shares
as of February 29, 1996 is as follows:
Allocated shares 75,095
Shares released for allocation 16,898
Unreleased shares 45,275
--------
137,268
--------
--------
Fair value of unreleased shares
at February 29, 1996 $337,000
--------
--------
Prior to adoption of SOP 93-6, the unreleased shares were considered outstanding
for the earnings per share computation. Accordingly, for the six months ended
February 29, 1996, 45,275 shares were no longer considered outstanding. The
effect of adopting SOP 93-6 was not material on the net income, and resulted in
a decrease of 1% on the net loss per share for the six months and quarter ended
February 29, 1996.
5. IMPAIRMENT AND RESTRUCTURING CHARGES
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of" ("FASB Statement No.
121") which provides guidance on when to assess and how to measure impairment of
long-lived assets, certain intangibles and goodwill related to those assets to
be held and used, and for long-lived assets and certain identifiable intangibles
to be disposed of. The Company adopted FASB Statement No. 121 as of August 31,
1995.
9
The Company has determined to focus its resources toward providing services to
the entertainment and corporate communications areas, which represent the
Company's strength. As part of this strategy, the Company decided to sell its
Editel New York, Editel Chicago and Editel Los Angeles divisions, which
specialize in the highly competitive commercial advertising portion of the video
facilities industry. During the 1995 fiscal year, the three Editel divisions
incurred a pretax loss of $3,682,000. As a result, the Company identified
property, plant and equipment associated with these divisions, which after an
impairment charge of $4,700,000 recorded as of August 31, 1995, had a carrying
value of approximately $19,300,000 that it no longer needed for its current and
future operations. During the fourth quarter of fiscal 1995, the Company
committed to a plan to dispose of them and in the first quarter of fiscal 1996
began marketing these divisions to potential buyers. On February 22, 1996, the
Company announced the closure of its Editel Chicago division and subsequently
distributed a portion of the division's assets throughout the Company. In May
1996 the balance of the Editel Chicago division equipment estimated to have a
carrying value of $1,300,000 is to be sold in an auction. Also in February
1996, the Company refocused the Editel New York division on that division's most
profitable segments, so as to increase its attractiveness to potential strategic
buyers. As part of this restructuring, the staff of Editel New York was reduced
by over fifty percent. Although the Company intends to sell the assets of
Editel New York and Los Angeles within one year there is no assurance that it
will be able to do so, and, therefore, these assets are classified in the
balance sheet as long-term. At February 29, 1996 the Company estimated the
revised value of these assets to be approximately $15,500,000. Accordingly, the
Company recorded an impairment charge of approximately $1,739,000 in the first
six months of fiscal 1996 relating to the assets at all three Editel divisions.
The impairment charge recorded represents management's estimate of the decrease
in value of these assets during the first six months of fiscal 1996 based upon
the depreciation method which the Company has used in the past and which
management has found to be reasonable and appropriate. The Company intends to
operate the New York and Los Angeles Editel divisions until a sale or other
disposition is consummated and to continue to monitor these assets held for sale
on a quarterly basis since FASB Statement No. 121 requires that no further
depreciation expense be taken with respect to assets held for sale.
In May of 1995, the Company adopted a plan to downsize the operations of its
Editel Chicago division and reorganize and reduce its corporate management which
resulted in recording a restructuring charge of $400,000 for severance and early
retirement expense. The $273,000 balance of the restructuring liability was
paid out during the first six months of fiscal 1996.
6. STOCK-BASED COMPENSATION
The Company intends to remain on APB Opinion No. 25 for Stock based compensation
recognition purposes.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Company is committed to keeping pace with technological developments as well
as taking advantage of new business opportunities in the video communications
industry. Capital expenditures were $4,464,000 during the six months ended
February 29, 1996, and consisted of the purchase of post production and graphics
equipment for use primarily in the Company's Mobile, Unitel Holywood and Windsor
divisions.
Net cash provided by operating activities during the six months ended February
29, 1996 was $3,247,000 and during the six months ended February 28, 1995 was
$2,936,000. Net cash provided by operating activities for the six months ended
February 29, 1996 was offset by $4,441,000 of cash used in investing activities,
which consisted primarily of capital expenditures and was supplemented by net
cash provided by financing activities of $1,586,000, resulting in a net increase
in cash available of $392,000.
In December 1995, the Company entered into a $26 million revolving credit and
term loan agreement with a financial institution, consisting of a $15 million
term loan facility and an $11 million revolving credit facility. The $15
million term loan portion of the facility is payable in 59 monthly principal
payments of $89,000 through November 2000 and in payments of $3,750,000 at
August 31, 1996, $3,750,000 at December 31, 1996 and $2,249,000 at December
2000. The revolving credit portion of the facility is due in full in December
2000.
Additionally, in December 1995 the Company obtained from a bank a $4,000,000
mortgage on its property located on West 57th Street in New York City. The
mortgage is payable in equal monthly installments of $22,000 through November
2002, with a final payment of $2,152,000 due in December 2002.
The proceeds of the $15 million term loan, the $4 million mortgage and $2.5
million drawn by the Company under the revolving credit facility were used in
December 1995 to refinance the term loan ($8,577,000) and revolving credit
facility ($9,975,000) and to repay the City of New York Industrial Revenue Bond
obligation ($265,000), all then outstanding to the Company's bank lenders. The
remaining $2,683,000 was used for closing costs and for payment of prior capital
expenditures. The terms of the Company's new revolving credit and term loan
agreement provide that the lender receive a first lien on all property,
equipment and accounts receivable that are not encumbered by another lender. At
February 29, 1996 $3,085,000 was outstanding under the revolving portion of the
facility.
11
RESULTS OF OPERATIONS
Sales were $20,529,000 and $20,581,000 for the quarters ended February 29, 1996
and February 28, 1995, respectively. Sales were $43,469,000, and $41,814,000 for
the six months ended February 29, 1996 and February 28, 1995, respectively. The
increase in sales in the six month period ending February 29, 1996 was due
primarily to the addition of three mobile units to the Company's fleet of seven
from the acquisition by the Company in February 1995 of the business and assets
of GC & Co. (formerly Greene Crowe & Company) a Burbank California based
supplier of "on-location" services for the videotaping and live telecasting of
concerts, cultural and other events.
The Company's net loss for the quarter ended February 29, 1996 was $(1,379,000),
compared to the net income of $50,000 for the comparable quarter of fiscal year
1995. The Company's net loss was $(857,000) for the six months ended February
29, 1996, compared with net income of $489,000 for the same period of the prior
fiscal year.
Production costs, the main component of cost of sales, consist primarily of
direct labor, equipment maintenance expenses and occupancy costs. The Company's
production costs, as a percentage of sales, were 76% for the quarter ended
February 29, 1996, as compared to 71% for the quarter ended February 28, 1995
and were 71% and 69% for the first six months of fiscal years 1996 and 1995,
respectively. The increase in production costs for the quarter and six months
ended February 29, 1996 as compared with the same period in the prior year is
due primarily to severance costs associated with the closure of the Company's
Editel Chicago division and restructuring the Company's Editel NY division.
Depreciation, as a percentage of sales, was 9% and 12% for the quarters ended
February 29, 1996 and February 28, 1995, respectively, and 8% and 11% for the
first six months of the 1996 and 1995 fiscal years, respectively. The decrease
in the quarter and six months ended February 29, 1996 compared to the same
periods in the prior year is due to the reclassification of the net property and
equipment of the Editel divisions to net assets held for sale at August 31,
1995. The impairment charge recorded represents management's estimate of the
decrease in value of these assets during the second quarter and initial six
month period of fiscal 1996 based upon the method of depreciation which the
Company has used in the past and which management has found to be reasonable and
appropriate. The Editel Chicago division was closed in February 1996. The
Company intends to operate the Editel NY and Los Angeles divisions until a sale
or other disposition is consummated and to continue to monitor these assets held
for sale on a quarterly basis since FASB Statement No. 121 requires that no
further depreciation expense be taken with respect to assets held for sale.
Selling expenses for the quarters ended February 29, 1996 and February 28, 1995
were 3.2% and 3.6% of sales, respectively, and 3.1% and 3.6% for the six months
ended February 29, 1996 and February 28, 1995, respectively. The decrease in
both the quarter and six month periods ending February 29, 1996 as compared to
the same periods in 1995 is primarily due to a decrease in the sales staff at
the three Editel divisions.
12
General and administrative expenses, as a percentage of sales, for the quarters
ended February 29, 1996 and February 28, 1995 were 12% and 10%, respectively,
and 11% and 10% for the six months ended February 29, 1996 and February 28,
1995, respectively. The increases in both the quarter and six month periods
ending February 29, 1996 as compared to the same periods in 1995 is due
primarily to severance pay at the Editel Chicago and New York divisions.
Interest expense, as a percentage of sales, for the quarters ended February 29,
1996 and February 28, 1995 was 4.5% and 3.6%, respectively, and 4.1% and 3.5%
for the six months ended February 29, 1996 and February 28, 1995. The increase
in the quarter and six months ended February 29, 1996 as compared to the same
periods in fiscal 1995 was due primarily to the financing obtained as a result
of the GC & Co. acquisition in February 1995.
The Company did not accrue income taxes during the first six months of 1996 due
to the year to date loss and the unavailability of any net operating loss
carryback. The Company's effective tax rate was 47% for the first six months of
fiscal 1995. The effective tax rate in 1995 exceeded the federal statutory rate
of 34% due to state and local taxes.
13
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
(a) The Annual Meeting of Stockholders of the Company was held on
February 14, 1996.
(b) At the Annual Meeting, David Micciulla and Barry Knepper were elected
as Directors for terms expiring in 1999. The term of office as a Director of
Walter G. Arader, Philip S. Birsh, Herbert Bass and Alex Geisler continued after
the meeting. John Hoffman had resigned as a Director prior to the Annual meeting
of Stockholders of the Company.
(c) The total votes cast for, withheld or against, as well as the number
of abstentions and broker non-votes, as to the election of Directors, were as
follows:
Nominee Total Votes For Total Votes Withheld
- ------- --------------- --------------------
David Micciulla 2,299,609 26,547
Barry Knepper 2,297,970 27,986
There were no abstentions or broker non-votes for the election of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required to be filed by Item 601 of Regulation S-K.
(1) Exhibit 3 (ii). By Laws. By-laws as amended by the Board of
Directors of the Company on February 14, 1996.
(2) Exhibit 27. Financial Data Schedule.
(b) There were no reports filed on Form 8-K during the six month period
ended February 29, 1996.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITEL VIDEO, INC.
By: /s/ DAVID MICCIULLA
--------------------------
David Micciulla
President and Chief Executive Officer
By: /s/ BARRY KNEPPER
--------------------------
Barry Knepper
Senior Vice President - Finance and Administration, Treasurer
Dated: April 15, 1996
15