UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 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 No. 1-5064
JOSTENS, INC.
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
- -------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(612) 830-3300
------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- --------------------------------- -----------------------------------------
Common Shares, $.33 1/3 par value New York Stock Exchange, Inc.
Common Share Purchase Rights New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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 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.
The aggregate market value of voting stock held by nonaffiliates of the
Registrant on September 4, 1996, was $727,570,963. The number of shares
outstanding of Registrant's only class of common stock on September 4, 1996, was
38,546,806.
1
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K
- ------------------------------------------- --------------------------
Annual Report to Shareholders for Parts II and IV
The Year Ended June 30, 1996.
Proxy Statement for Annual Meeting of Parts I and III
Shareholders to be held October 24, 1996
2
PART I
Item 1. BUSINESS
--------
(a) The Company is a Minnesota corporation, incorporated in 1906. The
Company provides products and services that help people celebrate
achievement, reward performance, recognize service and commemorate
experiences throughout their lives. Products and services include:
yearbooks, class rings, graduation products, student photography
packages, customized business performance and service awards, sports
awards and customized affinity products.
In September 1995, the Company repurchased 7,011,108 shares of its
common stock, the maximum number of shares allowable for purchase, for
$169.3 million through a Modified Dutch Auction tender offer. The
repurchase was funded from the Company's cash and short-term
investment balance, as well as short-term borrowings.
In June 1995, Jostens sold its Jostens Learning Corp. (JLC) curriculum
software subsidiary to a group led by Bain Capital, Inc. for $50
million in cash, a $36 million note maturing in eight years and a
separate $4 million note convertible into 19 percent of the equity of
Jostens Learning, subject to dilution in certain events. The
transaction gain of $11.1 million ($5.8 million after tax) was
deferred in accordance with the Securities and Exchange Commission
Staff Accounting Bulletin No. 81, Gain Recognition on the Sale of a
Business or Operating Assets to a Highly Leveraged Entity. In the
second quarter of fiscal 1996, the deferred gain increased as a result
of the sale of Wicat Systems ($5.3 million) and some accrual
settlements ($800,000). Wicat Systems was the small, computer-based
aviation training subsidiary of JLC which was sold to Wicat
Acquisition Corp., a private investment group, for $1.5 million in
cash plus a promissory note for approximately $150,000. The adjusted
$17.2 million gain ($9.7 million after tax) and interest on the notes
receivable, will be deferred until cash flows from the operating
activities of JLC are sufficient to fund debt service, dividend or any
other covenant requirements.
In the fourth quarter of fiscal 1994, the Company recorded an $8.5
million restructuring charge ($5.1 million after tax, or 12 cents per
share) related to continuing operations, covering headcount reductions
in the general and administrative functions. Jostens also recorded a
restructuring charge of $60.9 million ($40.2 million after tax, or 88
cents per share) related to JLC, which has been reclassified as part
of discontinued operations. The restructuring charge relating to JLC
included $39.1 million to focus its product development, $7.3 million
to exit both direct and indirect investments in three ancillary lines
of business, $4.1 million to exit the hardware sales and service
business, and $10.4 million for work-force reductions.
In the third quarter of fiscal 1994, the U.S. Photography business
closed leased facilities in Clinton, Mississippi, and Lake Forest,
California, and transferred production in fiscal 1995 to owned
facilities in Webster, New York, and Winnipeg, Manitoba. In the third
quarter of fiscal 1995, the U.S. Photography business also closed its
Jackson, Mississippi facility, transferring production to Webster, New
York, and Winnipeg, Manitoba.
3
In January 1994, Jostens sold its Sportswear business to a subsidiary
of Fruit of the Loom for $46.7 million in cash. Jostens recognized an
$18.5 million gain ($11 million after tax) on the sale, primarily
because the Sportswear business had been written down by $15 million
to its then estimated net realizable value.
There have been no material changes during fiscal 1996 in the mode in
which the Company has conducted its business.
(b) The Company's operations are classified into two business segments:
school-based recognition products and services (School Products) and
longevity and performance recognition products and services for
businesses (Recognition). Business segment financial information is in
the financial statement footnote "Business Segment Information" on
pages 35 and 36 of the 1996 Annual Report to Shareholders.
(c) The Company's two business segments sell their products in elementary
schools, high schools, colleges and businesses in the 50 United States
and some foreign countries through a sales force of approximately
1,125 independent representatives. In fiscal 1995, the Company had a
discontinued operation (JLC) which produced educational software for
students in kindergarten through grade 12. The JLC discontinued
operation included its Wicat subsidiary which was subsequently sold in
fiscal 1996. In fiscal 1994, the Company had a discontinued operation
(Sportswear), which manufactured and marketed decorated sportswear to
retail outlets and schools.
4
SCHOOL PRODUCTS SEGMENT
- -----------------------
School Products recognizes individual and group achievement and affiliation
primarily in the academic market. School Products comprises five businesses:
Printing & Publishing, Jewelry, Graduation Products, U.S. Photography and
Jostens Canada. The School Products segment's sales of $595 million in 1996
included these five lines of business and $8.8 million in other sales.
Printing & Publishing: Jostens manufactures and sells student-created yearbooks
in elementary schools, junior high schools, high schools and colleges.
Independent sales representatives work closely with each school's yearbook staff
(both students and a faculty adviser), assisting with the planning, editing,
layout and printing scheduling until the book is completed. Jostens sales
representatives work with the faculty advisers to renew yearbook contracts each
year. This business also provides commercial printing of annual reports,
brochures, and promotional books and materials. Printing & Publishing
contributed approximately 37% of sales volume of this segment in fiscal 1996,
36% in 1995 and 35% in 1994.
Jewelry: Jostens manufactures and sells rings representing a graduating class
primarily to high school and college students. This product contributed
approximately 28% of the sales volume of this segment in fiscal 1996 and 27% in
1995 and 1994. Most schools have only one supplier to its students each year.
Rings may be sold through bookstores, other campus stores, retail jewelry stores
as well as within the school through temporary order-taking booths. Jostens,
through its independent sales representatives, manages the entire process of
interacting with the student through ring design, promotion, ordering and
presentation to relieve school officials of any administrative burden connected
with students purchasing this symbol of achievement.
Graduation Products: Jostens manufactures and sells graduation announcements,
diplomas and caps and gowns to students and administrators in high schools and
colleges. This product group contributed approximately 23%, 24% and 23% of sales
to this segment in fiscal years 1996, 1995 and 1994, respectively. Jostens
independent sales representatives make calls on schools and sales are taken
through temporary order-taking booths.
Photography: Jostens U.S. Photography provides student pictures and senior
portraits to elementary, junior high and high school students through its sales
force and dealer network, which arrange the sittings/shootings at individual
schools or in their own studios. This business contributed approximately 4% of
sales to this segment in fiscal 1996 and 1995 and 5% in fiscal 1994. Jostens
processes the photos at its plants in the U.S. and Canada.
Jostens Canada: Jostens is the leader in school photography, yearbooks and class
rings in Canada. Approximately 60% of fiscal 1996 sales volume was attributable
to school photography. This product group contributed approximately 7% of sales
to this segment in fiscal 1996 and 1995 and 8% in fiscal 1994.
MARKETS: School Products serves elementary schools, middle schools, high
schools, colleges, alumni associations and other organizations in the United
States and Canada through approximately 1,025 independent sales representatives.
Jostens also maintains an international sales force covering about 50
countries servicing primarily American schools and military installations.
5
PRODUCTS: School products include elementary through college yearbooks,
commercial printing, desktop publishing curriculum kits, class rings, graduation
caps and gowns, graduation announcements and accessories, diplomas, alumni
products, individual and group school pictures, group photographs for youth
camps and organizations, and senior graduation portraits.
SALES FORCE: The School Products segment markets its products primarily through
independent sales representatives. Approximately 450 persons are dedicated to
selling class rings and graduation products, 325 to yearbooks and 250 to
photography.
During 1996, the company was approached by a group of sales representatives
seeking changes in their agreements with Jostens. All of the company's sales
representatives have similar contractual arrangements, and the company does not
anticipate substantial changes to that relationship with the majority of sales
representatives.
For some of the about 50 representatives who serve the college market, the
company anticipates a change in the contract status. These representatives'
contracts call for a transition commission to be paid after the representative
leaves the business. Historically, these transition payments have been paid by
the new sales representative who assumed responsibility for the accounts of the
outgoing representative, with Jostens acting as the collection agent. Although
the nature of the potential changes to the contractual relationship with the
representatives serving the college market is unknown, any change to the current
arrangement may result in the company being required to account in the future
for these contingent payments as a liability. In the absence of substantial
contractual changes, the company does not anticipate any change in the
accounting for the contracts with its other independent sales representatives.
SEASONALITY: This product segment experiences a strong seasonality concurrent
with the school year with 40-50% of full-year sales occurring in the fourth
quarter. The business generally requires short-term financing during the course
of the fiscal year.
COMPETITION: The business of the School Products segment is highly competitive,
primarily in the pricing, product development and marketing areas.
In the class ring business, the Company has two primary national competitors:
Town & Country (Balfour) and Herff Jones, both with distribution methods similar
to the Company's. The class ring business is also served through retail jewelry
stores, dominated by two companies: Commitment Jewelry Company with two lines
(ArtCarved and R. Johns) and Town & Country with one line (Gold Lance).
In the Graduation Products business, several national and numerous local and
regional competitors offer products similar to those of the Company.
Printing & Publishing competition is primarily made up of two national firms
(Herff Jones and Taylor Publishing) and one smaller regional firm (Walsworth
Publishing). All compete on price, print quality, product offerings and service.
Technological offerings in the way of computer based curricula are becoming
a more significant market advantage.
In the Photography area, the Company competes with Lifetouch, Olan Mills and
Herff-Jones, and a variety of regional and locally owned and operated
photographers that process product in small batches in the U.S. In Canada, the
Company competes with Lifetouch and a variety of regional and locally owned and
operated photographers.
The Company's strategy for competing with these companies is based on its
service and quality.
6
RECOGNITION SEGMENT
- -------------------
The Recognition segment helps companies promote and recognize achievement in
people's careers. It designs, communicates and administers programs to help
customers improve performance and employee service. Jostens provides products
and services that reflect achievements in service, sales, quality, productivity,
attendance, safety and retirements. It also produces awards for championship
team accomplishments and affinity products for associations.
This business manufactures and markets a wide variety of products sold primarily
to corporations and businesses in the United States and Canada. The products
manufactured by Recognition include customized and personalized jewelry, rings,
watches and engraved certificates. In addition, this business also remarkets
items manufactured by others for incorporation into programs sold to Recognition
customers. These products include items supplied by Lenox, Hartmann, Waterman,
Kirk Stieff and Oneida.
MARKETS: Recognition serves customers from small and mid-size companies to
global corporations, professional and amateur sports teams and special interest
associations.
PRODUCTS: Recognition offers a wide assortment of products and services tailored
to the needs of the organization it is serving. For global companies, Jostens
customizes programs to meet specific customer needs.
Standardized programs, such as New Generation and Reflections, provide small
and mid-size companies the same product and service features without complex
customization. Recognition enjoys exclusive product and personalization
distributor arrangements offering such products as Lenox[TM] luggage for the
service award marketplace.
SALES FORCE: Recognition sells its products through approximately 100
independent sales representatives who develop programs incorporating Recognition
products.
COMPETITION: The business of the Recognition segment is highly competitive with
a very fragmented and diverse set of competitors. The Recognition business
competes primarily with O.C. Tanner and the Robbins Company on a national basis
as well as several regional recognition companies. Recognition focuses on
service and product offerings in competing with these companies.
7
JOSTENS, INC.--INFORMATION REGARDING ALL BUSINESSES
-----------------------------------------------------
BACKORDERS: Because of the nature of the Company's business, generally all
orders are filled within a few months from the time of placement. However,
the School Products Segment obtains student yearbook contracts in one
fiscal year for a significant portion of the yearbooks to be delivered in
the next fiscal year. Often the prices of the yearbooks are not established
at the time of the order because the content of the books may not have been
finalized. Subject to the foregoing qualifications, the Company estimates
that as of June 30, 1996, the backlog of orders related to continuing
operations was approximately $210 million compared with $231 million a year
earlier, primarily related to student yearbooks. The Company expects most
of the backlog orders to be confirmed and filled within the current fiscal
year.
ENVIRONMENTAL: The Company does not believe that compliance with federal,
state, and local provisions protecting the environment will have a material
affect upon its capital expenditures, earnings, or competitive position.
RAW MATERIALS: All of the raw materials used by the Company are available
from several sources. Gold is an important raw material and accounted for
approximately 9%, 10%, and 9%, respectively, of the Company's cost of
products sold in the fiscal years ended June 30, 1996, 1995 and 1994.
INTELLECTUAL PROPERTY: The Company has no patents, licenses, franchises or
concessions that are material to the Company as a whole, but does have a
number of proprietary trade secrets, trademarks and copyrights that it
considers important. In addition, licenses are an important part of certain
aspects of the Company's businesses; however, the loss of any license would
not have a material affect on the Company's operations.
SIGNIFICANT CUSTOMERS: No material part of any business of the Company
depends upon a single customer or very few customers.
FEDERAL GOVERNMENT CONTRACTS: No material portion of the Company's
business is subject to renegotiation of profits or the termination of
contracts or subcontracts at the election of the United States Government.
EMPLOYEES: At June 30, 1996, the total number of employees of the Company
was approximately 6,100 (not including independent sales representatives).
Because of seasonal fluctuations and the nature of the business, the number
of employees tends to vary.
(d) The Company's foreign sales are derived primarily from operations in Canada
and the United Kingdom. The accounts and operations of the Company's
foreign businesses are not material. Local taxation, import duties,
fluctuation in currency exchange rates and restrictions on exportation of
currencies are among risks attendant to foreign operations, but these risks
are not considered material with respect to the Company's business. The
profit margin on foreign sales is approximately the same as the profit
margin on domestic sales.
8
Item 2. PROPERTIES
----------
The principal plants, which are owned by the Company unless
otherwise noted, are as follows:
Approximate
Area in
Location Principal Products Square Feet
- -------- ------------------ -----------
Attleboro, Massachusetts Class Rings 52,000
Denton, Texas Class Rings 57,000
Laurens, South Carolina Caps and Gowns 98,000
Porterville, California Graduation Products 92,000
Red Wing, Minnesota Graduation Products 132,000
Shelbyville, Tennessee Graduation Products 87,000
Burnsville, Minnesota * Scholastic Support 44,000
Edina, Minnesota * Scholastic Support 22,000
Owatonna, Minnesota ** Scholastic Support 154,000
Owatonna, Minnesota * Scholastic Support 24,000
Memphis, Tennessee Recognition Awards 67,000
Princeton, Illinois Recognition Awards 65,000
Sherbrooke, Quebec Recognition Awards 15,000
Clarksville, Tennessee Yearbooks 105,000
State College, Pennsylvania Yearbooks 66,000
Topeka, Kansas Yearbooks 236,000
Visalia, California Yearbooks 96,000
Winston-Salem, North Carolina Yearbooks/Commercial Printing 132,000
Webster, New York Photography Products 60,000
Webster, New York * Photography Products 10,000
Winnipeg, Manitoba Photography and Yearbooks 69,000
Winnipeg, Manitoba * Class Rings 11,000
Executive offices are located in a general offices building owned by the
Company, which has approximately 116,000 square feet and is located in a
Minneapolis, MN suburb. A portion of this facility has been financed through
the issuance of revenue bonds.
9
Item 2. PROPERTIES (continued)
----------
* Represents leased properties with the following expiration dates. The
Company expects to renew those leases expiring in fiscal 1997 with the exception
of Clinton and the Winnipeg Ring Plant.
Edina 1997
Webster 1997
Toronto 2000
Winnipeg
Ring Plant 1997 (Announced closing in July 1996)
Extension of
Photo Plant 1999
General
Offices 1998
Burnsville 1997
Owatonna 2001
** Several locations.
Item 3. LEGAL PROCEEDINGS
-----------------
No material legal proceedings involving the Company or any
subsidiary as a defendant are pending or threatened.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
10
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information under the caption "Election of Directors"
contained on pages 2 through 7 of the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on October 24,
1996, as filed with the Securities and Exchange Commission is
hereby incorporated herein by reference. Executive officers of
the Registrant are as follows:
Years of
Service With
Name the Company Age Title and Business Experience
- ---- ------------ --- -----------------------------
Robert C. Buhrmaster 4 49 President and Chief Executive Officer
Mr. Buhrmaster joined the Company in December
1992 as Executive Vice President and Chief
Staff Officer. He was named President and
Chief Operating Officer in June 1993 and was
named to his current position in March 1994.
Prior to joining Jostens, Mr. Buhrmaster had
been with Corning, Inc. for 18 years serving
in various capacities, most recently as Senior
Vice President of Strategy and Business
Development.
Charles W. Schmid 3 53 Executive Vice President and General
Manager - Scholastic and Recognition
Mr. Schmid joined the Company in April 1994
as Senior Vice President and Chief Marketing
Officer. He was appointed to his current
position in August 1995. Prior to joining the
Company he was President and Chief Operating
Officer for Carlson Companies, Inc. From 1979
through 1991, Mr. Schmid served in various
executive capacities for Philip Morris
Companies, Inc., most recently as Senior Vice
President of Marketing for its Miller Brewing
Company.
Orville E. Fisher Jr. 21 52 Senior Vice President, General Counsel and
Secretary
Mr. Fisher joined the Company in 1975 as
General Counsel, was named Vice President,
General Counsel and Assistant Secretary in
1977. He assumed his present position in
1988.
John L. Jones 5 59 Senior Vice President - International
Mr. Jones joined the Company in January, 1992
as Senior Vice President-Human Resources.
Prior to joining Jostens, he was Director of
Human Resources, Americas Operations of Xerox
Corporation, and had held various human resource
positions with Xerox since 1971.
11
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
--------------------------------------------------
Years of
Service With
Name the Company Age Title and Business Experience
- ---- ------------ --- -----------------------------
Trudy A. Rautio 3 43 Senior Vice President and Chief Financial
Officer
Ms. Rautio joined the Company in June 1993 as
Vice President-Finance and Administration of
the School Products Group. She was appointed to
Corporate Vice President and Controller in
August 1993, and Senior Vice President
- Finance in October 1994. She was appointed
to her current position in August 1995. Prior
to joining Jostens, she worked for the Pillsbury
Company for 12 years; most recently as Vice
President, Finance International and Strategic
Brand Development and earlier as Vice
President, Finance for Green Giant.
Jack Thornton 18 43 Senior Vice President and General Manager -
Printing & Publishing / Photography / Jostens
Canada
Mr. Thornton has held several management
positions with Jostens since starting as a
personnel manager in 1978. He was promoted to
Operations Manager of the Printing and
Publishing Division in 1989 and Vice President
of Operations-School Products Group one year
later. He was named a Vice President for
Jostens in February 1991. He was appointed a
Senior Vice President of the School Products
Group in October 1992. He was appointed
General Manager of the Printing & Publishing
business in April 1993. He assumed his current
position in August 1995.
12
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
--------------------------------------------------
Years of
Service With
Name the Company Age Title and Business Experience
- ---- ------------ --- -----------------------------
Greg S. Lea 3 44 Vice President and General Manager -
Colleges and Universities
Mr. Lea joined the Company in November 1993 as
Vice President - Total Quality Management. He
was named to his current position in June
1995. Prior to joining the Company, Mr. Lea
spent 19 years with International Business
Machines Corp. in various financial,
operations and quality positions, most
recently as Director of Market Driven Quality
for IBM's AS/400 Division.
Lee U. McGrath 2 40 Vice President and Treasurer
Mr. McGrath joined the Company in May 1995.
Prior to joining the Company he worked for six
years for H.B. Fuller Company in various
positions, most recently as assistant
treasurer.
13
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
------------------------
The information under the captions "Unaudited Quarterly Financial
Data", contained on page 38 and "Shareholder Information" and "Stock
Exchange Listing" contained on page 41 in the Company's annual report
to shareholders for the year ended June 30, 1996, is incorporated
herein by reference.
Item 6. SELECTED FINANCIAL DATA
-----------------------
The information under the caption "Six-Year Financial Summary"
contained on page 39 in the Company's annual report to shareholders
for the year ended June 30, 1996, is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------
The information under the caption "Management's Discussion and
Analysis" contained on pages 14 through 19 of the Company's annual
report to shareholders for the year ended June 30, 1996, is
incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The consolidated balance sheets of Jostens, Inc. as of June 30, 1996
and 1995, and the related statements of consolidated operations,
changes in shareholders' investment and cash flows for each of the
years in the three-year period ended June 30, 1996, together with the
related notes and the report of Ernst & Young LLP, independent
auditors, all contained on pages 20 through 37 of the Company's annual
report to shareholders for the year ended June 30, 1996, are
incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------
None.
14
PART III
Item 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
----------------------------------------
In addition to certain information as to executive officers of the
Company included in Part I of this Form 10-K, the information
contained on pages 2 through 7 of the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held October 24, 1996, with
respect to directors and executive officers of the Company, is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information under the caption "Executive Compensation" contained
on pages 8 through 14 of the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on October 24, 1996, as filed with
the Securities and Exchange Commission is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information under the caption "Shares Held by Directors and
Officers" on pages 6 through 7 of the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held October 24, 1996, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
None.
15
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(a) 1. Financial Statements: The following financial statements of the
Company appearing on the indicated pages of the Annual Report
to Shareholders for the year ended June 30, 1996, are
incorporated herein by reference.
Pages in
Annual Report
-------------
Consolidated Balance Sheets -
June 30, 1996 and 1995 22 and 23
Statements of Consolidated Operations
for the Years Ended June 30,
1996, 1995, and 1994 21
Statements of Consolidated Changes
in Shareholders' Investment
for the Years Ended June 30,
1996, 1995, and 1994 25
Statements of Consolidated Cash
Flows for the Years Ended June 30,
1996, 1995, and 1994 24
Notes to Consolidated Financial
Statements 26 through 37
2. Financial Statement Schedule
Page in
10-K
------------
Schedule II - Valuation and
Qualifying Accounts S-1
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
have been omitted as not required or not applicable or the
information required to be shown thereon is included in the
financial statements and related notes.
16
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(continued)
3. Executive Agreements
The following agreement is an exhibit to this Annual Report on
Form 10-K:
Deferred Compensation Plan
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
fourth quarter of the year ended June 30, 1996.
(c) Exhibits
2. a. Stock Purchase Agreement by and between JLC Holdings, Inc.
Software Systems Corp. and JLC Acquisitions, Inc. and
Jostens, Inc. (incorporated by reference to Exhibit 2.1
contained in the Current Report on Form 8-K filed on July
14, 1995)
3. a. Articles of Incorporation and Bylaws (Incorporated by
reference to Exhibit 3(a) contained in the Annual Report
on Form 10-K for the year ended June 30, 1993).
4. a. Rights Agreement dated August 9, 1988 between the Company
and Norwest Bank Minnesota, N.A. (incorporated by
reference to the Company's Form 8-A dated August 17, 1988,
File No. 1-5064).
b. Form of Indenture, dated as of May 1, 1991, between
Jostens, Inc. and Norwest Bank Minnesota, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 contained in the
Company's Form S-3, File No. 33-40233).
10. a. Company's 1984 Stock Option Plan (incorporated by
reference to the Company's Registration Statement on Form
S-8, File No. 2-95076).
b. Company's 1987 Stock Option Plan (incorporated by
reference to the Company's Registration Statement on Form
S-8, File No. 33-19308).
c. Company's 1992 Stock Incentive Plan (incorporated by
reference to Exhibit 10(d) contained in the Annual Report
on Form 10-K for the year ended June 30, 1992).
17
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(continued)
d. Form of Contract entered into with respect to Executive
Supplemental Retirement Plan (incorporated by reference
to the Company's Form 8 dated May 2, 1991).
e. Written description of the Company's Retired Director
Consulting Plan (incorporated by reference to the
Company's Form 8 dated May 2, 1991).
f. Form of Performance Share Agreement entered into with
respect to the Special Equity Performance Plan
(incorporated by reference to Exhibit 10(g) contained
in the Annual Report on Form 10-K for year ended June
30, 1995).
g. Executive Supplemental Retirement Agreement with John
L. Jones (incorporated by reference to Exhibit 10(h)
contained in the Annual Report on Form 10-K for year
ended June 30, 1995).
h. Deferred Compensation Plan (filed herewith)
11. Computation of earnings per share.
13. Annual Report to Shareholders for the year ended June
30, 1996.
21. List of Company's subsidiaries.
23. Consent of Independent Auditors.
27. Financial Data Schedule.
18
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.
JOSTENS, INC.
Date: September 20, 1996
By /s/ Robert C. Buhrmaster
--------------------------------------------------------
Robert C. Buhrmaster
President and Chief Executive Officer
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 registrants in
the capacities and on the dates indicated.
/s/ Robert C. Buhrmaster September 20, 1996
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Robert C. Buhrmaster (Principal Executive Officer)
President and Chief Executive Officer and Director
/s/ Trudy A. Rautio September 20, 1996
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Trudy A. Rautio (Principal Financial and Accounting Officer)
Senior Vice President and Chief Financial Officer
/s/ Robert P. Jensen September 20, 1996
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Robert P. Jensen
Chairman of the Board and Director
/s/ Lilyan H. Affinito September 20, 1996
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Lilyan H. Affinito
Director
/s/ William A. Andres September 20, 1996
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William A. Andres
Director
/s/ Jack W. Eugster September 20, 1996
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Jack W. Eugster
Director
/s/ Mannie L. Jackson September 20, 1996
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Mannie L. Jackson
Director
/s/ John W. Stodder September 20, 1996
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John W. Stodder
Director
/s/ Richard A. Zona September 20, 1996
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Richard A. Zona
Director
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JOSTENS INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
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COL A. COL. B COL. C COL. D COL. E
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Additions
--------------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
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Reserves and allowances deducted from asset accounts:
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Allowances for uncollectible accounts:
Year ended June 30, 1996 $ 9,049 $ 2,195 $ - $ 5,278(1) $ 5,966
Year ended June 30, 1995 $13,749 $ 3,552 $ - $ 8,252(2) $ 9,049
Year ended June 30, 1994 $ 6,869 $10,576(9) $ - $ 3,696(1) $13,749
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Allowances for sales returns:
Year ended June 30, 1996 $ 7,509 $12,951 $ - $13,942(3) $ 6,518
Year ended June 30, 1995 $ 6,719 $12,763 $ - $11,973(3) $ 7,509
Year ended June 30, 1994 $ 8,733 $10,843 $ - $12,857(3) $ 6,719
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SFAS No. 109 valuation allowance:
Year ended June 30, 1996 $ 2,117 $ 3,803(4) $ - $ - $ 5,920
Year ended June 30, 1995 $ 3,642 $ - $ - $ 1,525(5) $ 2,117
Year ended June 30, 1994 $ 3,547 $ 95 $ - $ - $ 3,642
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Overdraft reserves:
Year ended June 30, 1996 $ 6,157 $ 2,838 $ - $ 2,450(1) $ 6,545
Year ended June 30, 1995 $ 7,796 $ 1,943 $ - $ 3,582(1) $ 6,157
Year ended June 30, 1994 $ 3,243 $ 4,553(9) $ - - $ 7,796
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Reserves and allowances added to liability accounts:
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Restructuring charges:
Year ended June 30, 1996 $ 8,636 $ - $ - $ 5,936(6) $ 2,700
Year ended June 30, 1995 $39,821 $ - $ - $31,185(7) $ 8,636
Year ended June 30, 1994 $38,203 $28,668 $ - $27,050(8) $39,821
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Note (1) -- Uncollectible accounts written off - net of recoveries.
Note (2) -- Uncollectible amounts written off - net of recoveries ($5,796)
plus disposition of Jostens Learning ($2,456).
Note (3) -- Returns processed against reserve.
Note (4) -- Increased due to the increase in foreign tax credits not likely
to be utilized.
Note (5) -- Reduced for utilization of Jostens Learning NOL.
Note (6) -- Payments ($2,400), Noncash items ($400), and disposition of
Wicat ($3,136).
Note (7) -- Payments ($21,090), Noncash items ($3,523) and disposition of
Jostens Learning ($6,572).
Note (8) -- Payments ($12,050) and disposition of Sportswear business
($15,000).
Note (9) -- Includes change in estimate.
S-1
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