UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended April 3, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 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 Identification number)
incorporation or organization)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612-830-3300)
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 [ ]
On May 1, 1999, there were 34,373,177 shares of the Registrant's common stock
outstanding.
Jostens, Inc.
Part I. Financial Information Page
----
Item 1. Financial Statements (unaudited):
Condensed Consolidated Statements of Operations for the Three
months ended April 3, 1999, and April 4, 1998 3
Condensed Consolidated Balance Sheets as of April 3, 1999,
April 4, 1998, and January 2, 1999 4
Condensed Consolidated Statements of Cash Flows for the Three
months ended April 3, 1999, and April 4, 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosures about Market Risk 13
Part II. Other Information
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
2
Condensed Consolidated Statements of Operations
Jostens Inc. and Subsidiaries
Three months ended
-------------------------
(unaudited)
April 3 April 4
In thousands, except per-share data 1999 1998
-------- --------
Net sales $166,358 $168,277
Cost of products sold 68,499 68,673
-------- --------
Gross margin 97,859 99,604
Selling and administrative expenses 83,302 80,525
-------- --------
Operating income 14,557 19,079
Net interest expense 1,039 1,291
-------- --------
Income before income taxes 13,518 17,788
Income taxes 5,475 7,292
-------- --------
Net income $ 8,043 $ 10,496
======== ========
Earnings per common share
Basic $ 0.23 $ 0.28
Diluted $ 0.23 $ 0.28
======== ========
Weighted average common shares outstanding
Basic 34,816 37,734
Diluted 34,950 37,900
======== ========
See notes to condensed consolidated financial statements
3
Condensed Consolidated Balance Sheets
Jostens Inc. and Subsidiaries
(unaudited)
-----------------------
April 3 April 4 January 2
In thousands 1999 1998 1999
--------- -------- ---------
ASSETS
CURRENT ASSETS
Short-term investments $ 5,206 $ 6,884 $ 2,595
Accounts receivable, net of allowance of $6,479, $7,621 and $7,308, respectively 128,852 129,717 106,347
Inventories 122,962 132,563 90,494
Deferred income taxes 14,682 15,543 14,682
Other receivables, net of allowance of $7,045, $6,474 and $7,061, respectively 21,026 27,811 20,689
Prepaid expenses and other current assets 6,255 5,048 5,737
--------- -------- --------
Total current assets 298,983 317,566 240,544
--------- -------- --------
OTHER ASSETS
Intangibles, net 27,616 30,162 28,165
Note receivable - 12,925 -
Noncurrent deferred income taxes - 7,743 -
Other 9,460 11,882 8,811
--------- -------- --------
Total other assets 37,076 62,712 36,976
--------- -------- --------
Property and equipment 263,599 238,742 256,165
Less accumulated depreciation (173,508) (163,232) (167,518)
--------- -------- --------
Property and equipment, net 90,091 75,510 88,647
--------- -------- --------
$ 426,150 $455,788 $ 366,167
========= ======== =========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Notes payable $ 96,910 $ 83,257 $ 93,922
Accounts payable 25,670 25,005 23,682
Employee compensation 22,731 18,668 27,560
Commissions payable 38,277 34,728 22,131
Customer deposits 146,672 140,801 92,092
Income taxes 8,471 14,791 4,713
Other accrued liabilities 21,907 19,466 23,679
--------- -------- --------
Total current liabilities 360,638 336,716 287,779
--------- -------- --------
Other noncurrent liabilities 19,871 17,717 19,836
--------- -------- --------
Total liabilities 380,509 354,433 307,615
--------- -------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' INVESTMENT
Preferred shares, $1.00 par value: authorized 4,000 shares, none issued - - -
Common shares, $.33 1/3 par value: authorized 100,000 shares, issued
April 3, 1999 - 34,506; April 4, 1998 - 37,217; January 2, 1999 - 35,071 11,502 12,451 11,690
Retained earnings 41,653 93,770 54,627
Accumulated other comprehensive loss (7,514) (4,866) (7,765)
--------- -------- --------
Total shareholders' investment 45,641 101,355 58,552
--------- -------- --------
$ 426,150 $455,788 $ 366,167
========= ======== =========
See notes to condensed consolidated financial statements
4
Condensed Consolidated Statements of Cash Flows
Jostens Inc. and Subsidiaries
Three months ended
-----------------------
(unaudited)
April 3 April 4
In thousands 1999 1998
------- --------
OPERATING ACTIVITIES
Net income $ 8,043 $ 10,496
Depreciation 5,823 5,478
Amortization 549 587
Changes in assets and liabilities:
Accounts receivable (22,505) (21,020)
Inventories (32,468) (40,501)
Other receivables (337) (2,316)
Prepaid expenses and other current assets (518) (369)
Accounts payable 2,526 1,087
Employee compensation (4,829) (778)
Commissions payable 16,146 15,506
Customer deposits 54,580 42,142
Income taxes 3,758 3,693
Other (2,148) 3,884
-------- --------
Net cash provided by operating activities 28,620 17,889
-------- --------
INVESTING ACTIVITIES
Purchases of property and equipment (7,267) (6,968)
Other 13 -
-------- --------
Net cash used for investing activities (7,254) (6,968)
-------- --------
FINANCING ACTIVITIES
Net short-term borrowings 2,450 26,648
Dividends paid (7,716) (8,425)
Proceeds from exercise of stock options 1,527 903
Repurchases of common stock (15,016) (29,231)
-------- --------
Net cash used for financing activities (18,755) (10,105)
-------- --------
CHANGE IN SHORT-TERM INVESTMENTS 2,611 816
SHORT-TERM INVESTMENTS, BEGINNING OF PERIOD 2,595 6,068
-------- --------
SHORT-TERM INVESTMENTS, END OF PERIOD $ 5,206 $ 6,884
======== ========
See notes to condensed consolidated financial statements
5
Jostens Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) ACCOUNTING POLICIES
The accompanying interim financial statements are unaudited but, in the
opinion of management, reflect all adjustments necessary for a fair
presentation of financial position, results of operations and cash flows
for the periods presented. These adjustments consist of normal, recurring
items. Because of the seasonal nature of the company's business, the
results of operations for any interim period are not necessarily indicative
of results for the full year. The condensed consolidated financial
statements and notes are presented as permitted by the requirements for
Form 10-Q and do not contain certain information included in the company's
annual consolidated financial statements and notes. This Form 10-Q should
be read in conjunction with the company's consolidated financial statements
and notes included in its 1998 Annual Report to Shareholders.
Certain balances have been reclassified to conform to the April 3, 1999,
presentation.
EARNINGS PER COMMON SHARE
Basic earnings per share are computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are computed by dividing net income by the average number of common
shares outstanding, including the dilutive effects of options, restricted
stock and contingently issuable shares. Unless otherwise noted, references
are to diluted earnings per share. The following table sets forth the
computation of basic and diluted earnings per share for the three-month
periods:
Three months ended
------------------------
April 3 April 4
In thousands, except per-share data 1999 1998
-------- --------
EARNINGS PER SHARE - BASIC
Net income $ 8,043 $ 10,496
Weighted average common shares outstanding - basic 34,816 37,734
-------- --------
Net income per share - basic $ 0.23 $ 0.28
======== ========
EARNINGS PER SHARE - DILUTED
Net income $ 8,043 $ 10,496
Weighted average common shares outstanding - basic 34,816 37,734
Effect of dilutive securities:
Stock options and awards 134 166
-------- --------
Weighted average common shares outstanding - diluted 34,950 37,900
-------- --------
Net income per share - diluted $ 0.23 $ 0.28
======== ========
6
(2) SUPPLEMENTAL BALANCE SHEET INFORMATION
April 3 April 4 January 2
In thousands 1999 1998 1999
-------- -------- ---------
INVENTORIES
Finished goods $ 33,895 $ 32,191 $ 38,141
Work-in-process 61,762 64,870 29,735
Raw materials and supplies 27,305 35,502 22,618
-------- -------- --------
Total inventories $122,962 $132,563 $ 90,494
======== ======== ========
(3) COMPREHENSIVE INCOME
Comprehensive income and its components, net of tax, are as follows:
Three months ended
------------------------
April 3 April 4
In thousands 1999 1998
------- --------
Net income $ 8,043 $ 10,496
Change in cumulative translation adjustment 251 (272)
------- --------
Comprehensive income $ 8,294 $ 10,224
======= ========
(4) DIVIDENDS
Dividends of 22 cents per share were declared and paid in the first quarter
in both 1999 and 1998.
On April 22, 1999, the company's Board of Directors declared a dividend of
22 cents per share that will be paid June 1, 1999.
7
(5) BUSINESS SEGMENTS
Financial information by reportable business segment is included in the
following summary:
Three months ended
------------------------
(unaudited)
April 3 April 4
In thousands 1999 1998
--------- ---------
NET SALES FROM EXTERNAL CUSTOMERS
School Products $ 142,788 $ 139,714
Recognition 21,598 26,677
Other 1,972 1,886
--------- ---------
CONSOLIDATED $ 166,358 $ 168,277
========= =========
OPERATING INCOME
School Products $ 24,277 $ 24,220
Recognition (423) 2,023
Other (9,297) (7,164)
--------- ---------
Consolidated 14,557 19,079
Net interest expense (1,039) (1,291)
--------- ---------
INCOME BEFORE INCOME TAXES $ 13,518 $ 17,788
========= =========
(6) SUBSEQUENT EVENT
On April 21, 1999, the company made a $5 million investment to take an
ownership position of about 4 percent in the FamilyEducation Network, a
privately held provider of printed and electronic information and services
to educators and parents of students.
The FamilyEducation Network (FEN), based in Boston, operates a leading
Internet resource for parents and teachers to communicate about children's
education issues on a national basis. FEN also maintains school-specific
web sites in more than 6,000 schools in 750 school districts nationwide.
The sites can be highly customized to offer e-mail, school calendars,
homework postings, message boards and an e-commerce school store.
8
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The company occasionally may make statements regarding its business and markets,
such as projections of future performance, statements of management's plans and
objectives, forecasts of market trends and other matters. To the extent such
statements are not historical fact, they may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Statements containing the words or phrases "will likely result," "are
expected to," "expects," "will continue," "anticipates," "believes,"
"estimates," "projected," or similar expressions are intended to identify
forward-looking statements. Forward-looking statements may appear in this
document or other documents, reports, press releases and written or oral
presentations made by officers of the company to shareholders, analysts, news
organizations or others. All forward-looking statements speak only as of the
date on which the statements are made. Actual results could be affected by one
or more factors, which could cause the results to differ materially. Therefore,
all forward-looking statements are qualified in their entirety by such factors,
including the factors listed below. Such factors may be more fully discussed
periodically in the company's subsequent filings with the Securities and
Exchange Commission (SEC).
Any change in the following factors may impact the achievement of results in
forward-looking statements: the price of gold; the company's access to students
and consumers in schools; the seasonality of the company's business; the
company's ability to ship backlog; the company's relationship with its sales
force; fashion and demographic trends; the general economy, especially during
peak buying seasons for the company's products and services; the company's
ability to respond to customer change orders and delivery schedules; the
company's ability to maintain its customer base; competitive pricing and program
changes; the ability to continue improving operating efficiencies; the impact of
year 2000 compliance on computer-based systems of the company and its external
relationships; and the costs and impact of the company's information systems
implementations.
The foregoing factors are not exhaustive, and new factors may emerge or changes
to the foregoing factors may occur that would impact the company's business.
RESULTS OF OPERATIONS
The following table sets forth selected information from the company's Condensed
Consolidated Statements of Operations, expressed as a percentage of net sales.
Three months ended
----------------------
(unaudited)
---------------------- Percent
April 3 April 4 increase
1999 1998 (decrease)
-------- -------- ---------
Net sales 100.0% 100.0% (1.1%)
Cost of products sold 41.2% 40.8% (0.3%)
-------- -------- ---------
Gross margin 58.8% 59.2% (1.8%)
Selling and administrative expenses 50.1% 47.9% 3.4%
-------- -------- ---------
Operating income 8.7% 11.3% (23.7%)
Net interest expense 0.6% 0.8% (19.5%)
-------- -------- ---------
Income before income taxes 8.1% 10.5% (24.0%)
Income taxes 3.3% 4.3% (24.9%)
-------- -------- ---------
Net income 4.8% 6.2% (23.4%)
======== ======== =========
9
Net sales
Net sales for the quarter ended April 3, 1999, were $166.4 million, compared
with $168.3 million for the first quarter of 1998. The 1.1 percent decline was
primarily due to lower Recognition segment product sales as a result of start-up
issues encountered in the conversion to and implementation of a new computer
information system. The decline in the Recognition segment sales were largely
offset by a 7.2 percent increase in Graduation Products sales over the
prior-year period, resulting from increased prices and earlier shipments in the
spring season due to improved manufacturing cycle times.
Gross Margin
Gross margin in the first quarter of 1999 was $97.9 million or 58.8 percent,
compared with $99.6 million or 59.2 percent in the first quarter of 1998. The
1.8 percent decrease was primarily the result of lower sales volume and higher
costs associated with the conversion to a new computer software system in our
Recognition segment, as well as additional costs in Jewelry to close a contract
ring manufacturing facility in Mexico and transfer its activities to existing
facilities in the United States. In the first quarter of 1999, the company
incurred a $1.5 million charge related to the closing of the contract ring
manufacturing facility.
Selling and Administrative Expenses
Selling and administrative expenses were $83.3 million in the first quarter,
compared with $80.5 million in the prior-year period. The 3.4 percent increase
from first quarter of 1998 to 1999 was primarily the result of lower sales in
Recognition and higher non-capitalizable costs related to investments in
information systems.
Net Interest Expense
Net interest expense in the first quarter of 1999 was $1 million, compared with
$1.3 million in the prior-year period. The decrease in net interest expense is
the result of lower interest rates on higher average short-term borrowings in
the first quarter of 1999 versus 1998.
Income Taxes
Income taxes for the first quarter of 1999 were $5.5 million, compared with $7.3
million in the same period last year. The decrease primarily reflects the
year-over-year change in income before taxes as well as a decrease in the
effective income tax rate from 41 percent in the first quarter of 1998 to 40.5
percent in the first quarter of 1999.
School Products Segment
Sales in the School Products segment increased 2.2 percent to $142.8 million in
the first quarter of 1999, compared with $139.7 million for the prior-year
period. The sales increase primarily resulted from a 7.2 percent increase in
Graduation Products due to increased prices and earlier shipments in the spring
season due to improved manufacturing cycle times. The remaining School Product
lines were flat when compared to the prior year, consistent with historical
performance in those seasonal businesses.
Operating income for School Products was $24.3 million in the first quarter
1999, compared with $24.2 million in the prior-year period. The increase was the
result of improved manufacturing efficiencies, which were offset by higher sales
commission expenses associated with strong graduation announcement sales and
additional costs in Jewelry to close a contract ring manufacturing facility in
Mexico. In the first quarter 1999, the company incurred a $1.5 million charge
related to the closing of the contract ring manufacturing facility.
Recognition Segment
Recognition segment sales were $21.6 million in the first quarter of 1999,
compared with $26.7 million for the prior-year period. Lower sales were the
result of start-up issues encountered in the conversion to and implementation of
a new computer information system. The company believes that this resulted in a
change in the timing of shipments from the first quarter to the second quarter
and caused the order backlog to be higher than normal at the end of the first
quarter.
By mid-May, projected lead times to fulfill new incoming orders had generally
returned to normal. The order backlog was significantly reduced and is expected
to return to normal levels in the second quarter. The company
10
expects that it may lose business as a result of the issues related to the
systems start-up, and is assessing business risk and identifying ways to
minimize any potential impact on sales, operating income and customer
relationships.
Operating loss for the first quarter of 1999 was $423,000, compared with
operating income of $2 million in the first quarter of 1998. The $2.4 million
decrease was the result of lower sales volume and higher non-capitalizable costs
incurred as a result of the conversion to and implementation of a new computer
information system.
Other Segment
The Other segment comprises primarily corporate items, as well as results from
the direct marketing, international and new ventures channels. Sales were $2
million in the first quarter of 1999, compared with $1.9 million for the
prior-year period.
Operating loss for the first quarter of 1999 was $9.3 million, compared with
$7.2 million in the same period last year. The $2.1 million increase was
primarily the result of non-capitalizable investments to upgrade and replace
information systems.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from operating activities and short-term borrowings were Jostens'
principal sources of liquidity during the three months ended April 3, 1999. Cash
generated from these activities was used primarily to repurchase common stock,
pay dividends and fund capital expenditures.
Operating activities generated cash of $28.6 million in the first quarter of
1999, compared with $17.9 million in the first quarter of 1998. The increase of
$10.7 million primarily reflected a change in the timing of customer deposit
collections resulting from a vendor change in a direct marketing and payment
program in 1998.
In December 1998, the Board of Directors authorized the repurchase of up to $100
million in shares of the company's common stock. Under the authorization, shares
may be repurchased periodically in the open market and through privately
negotiated transactions. The repurchase is being funded from the company's cash
and short-term investment balance, as well as short-term borrowings. For the
three months ended April 3, 1999, the company repurchased 671,000 shares for $15
million.
Capital expenditures in the quarter were $7.3 million, compared with $7 million
for the same period in 1998.
YEAR 2000
The company has developed programs to address the impact of the year 2000 on the
company's computer systems. Key financial, information and operational systems,
including equipment with embedded microprocessors, have been inventoried and
assessed, and detailed programs are in place for the required systems
modifications or replacements. Progress against these programs is monitored and
reported to management and to the Audit Committee of the Board of Directors on a
regular basis. Both internal and external resources are being utilized to
implement the programs. Systems that will not be replaced before 2000 are being
modified to achieve year 2000 functionality. The total year 2000 program cost is
estimated at $50 million. Approximately $35 million of the $50 million will be
used to license and implement new software that will be capitalized as part of
the companywide systems replacement program, and $15 million will be expensed as
incurred. The estimated program cost includes internally allocated expenses such
as salaries, benefits and contractor costs. Spending on the project since
inception in 1997 has been $41.6 million, of which $31.1 million has been
capitalized. In the first quarter of 1999, the company spent $5.4 million,
including $3.8 million in capital spending.
The company has divided the year 2000 program into eight planks covering the
following areas: 1) mainframe infrastructure; 2) central legacy applications; 3)
shared technical infrastructure; 4) distributed systems and manufacturing
technology by product line; 5) distributed systems and manufacturing technology
by plant; 6) external agents; 7) legal and audit; and 8) conversions to new
software systems. Each plank is separated into three categories based on the
potential impact on the company's operations: mission critical, high impact and
low impact.
11
Mission critical inventory items are those where loss or interruption of
functionality, support or delivery would have a catastrophic impact on
customers, operations or earnings. High impact inventory items are those where
loss or interruption of functionality, support or delivery would have a serious
impact on internal productivity with minor impact to customers. Low impact
inventory items are those where loss or interruption of functionality, support
or delivery would have a nominal impact on internal productivity with no impact
to customers. Inventory items refer to computer hardware, software, embedded
equipment, machinery and devices, and to external suppliers of products and
services.
The company has completed most mission critical activities. Outstanding critical
tasks include upgrading the Oracle-based software used in the Cap & Gown
manufacturing facility, a project scheduled for completion in the third quarter
of 1999; remediating a current system used to support one marketing program in
the Recognition segment, a project scheduled for completion in the second
quarter of 1999; and upgrading one AS400 system, a project scheduled for
completion in June 1999. All mission critical activities are scheduled to be
completed by September 1999 and are subject to ongoing integration testing
throughout 1999. For external agents, the testing phase that commenced after the
completion in March 1999 of mission critical activities will consist primarily
of confirming third-party readiness and the company's alternatives for ensuring
continuity of the products and services they provide. For legal and audit, the
monitoring phase that began after critical activities were completed in March
1999 will continue throughout 1999. As of April 19, 1999, the completion status
of the mission critical planks was:
Year 2000 project completion percentage
Actual Estimated
April 19 September 30
Mission critical activities by plank 1999 1999
- -----------------------------------------------------------------------------------------------
1. Mainframe infrastructure 100% 100%
2. Central legacy applications 92% 100%
3. Shared technical infrastructure 94% 100%
4. Distributed systems and manufacturing technology, by product line 94% 100%
5. Distributed systems and manufacturing technology, by plant 90% 100%
6. External agents due diligence and contingency planning 94% 98%
7. Legal and audit 93% 98%
8. Conversions to new software systems 86% 100%
The company believes that modifications to existing software and conversions to
new software for mission critical activities are sufficiently on schedule so the
year 2000 issue will not pose significant operational problems.
Activities on all high impact categories are scheduled to be completed by
September 1999 and low impact activities are scheduled to be completed by June
2000. The completion status of the planks for the high impact activities ranged
from 54 percent to 100 percent as of April 19, 1999.
As part of the external agents plank, the company is in contact with suppliers
and customers to assess the potential impact on operations if key third parties
do not convert their systems in a timely manner. Risk assessment, readiness
evaluation, action plans and contingency plans related to these third parties
were completed in March 1999. The company believes that critical suppliers are
either year 2000 ready or have adequate plans in place to address the year 2000
issue.
The company has begun, but not yet completed, a comprehensive analysis of and
contingency planning process for operational problems and costs (including the
loss of revenues) that could most likely result from a potential failure by the
company or certain third parties to achieve year 2000 compliance on a timely
basis. The company anticipates that this analysis and related plans will be
completed by June 1999. In planning for the most reasonably likely worst case
scenarios, the company believes the information technology systems and
manufacturing systems will be ready for the year 2000, but the company may
experience isolated incidents of noncompliance. The company plans to allocate
resources to be ready to take action if these events occur. The company also
recognizes the risks to the
12
company if other key suppliers in areas such as utilities, communications,
transportation, banking and government are not ready for the year 2000, and the
company is developing plans to minimize the potential adverse impacts of these
risks.
The costs of the program and the dates when the company believes the year 2000
modifications will be completed are based on best estimates. Estimates were
derived utilizing numerous assumptions of future events, including the continued
availability of certain resources and other factors. There can be no guarantee
that the company will achieve these estimates, and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, the impact of year 2000 compliance on computer-based
systems of the company's suppliers and customers and similar uncertainties.
MANAGEMENT STOCK PURCHASE PROGRAM
In February 1999, Jostens executives invested nearly $7.4 million to purchase
307,000 shares of Jostens common stock under a loan program designed by the
company to increase insider ownership. As a result of the program, insider
ownership of Jostens stock increased to 1.24 percent from .25 percent a year
ago. The program, detailed in the company's 1998 proxy statement, was
coordinated but not funded by the company.
SUBSEQUENT EVENT
On April 21, 1999, the company made a $5 million investment to take an ownership
position of about 4 percent in the FamilyEducation Network, a privately held
provider of printed and electronic information and services to educators and
parents of students.
The FamilyEducation Network (FEN), based in Boston, operates a leading Internet
resource for parents and teachers to communicate about children's education
issues on a national basis. FEN also maintains school-specific web sites in more
than 6,000 schools in 750 school districts nationwide. The sites can be highly
customized to offer e-mail, school calendars, homework postings, message boards
and an e-commerce school store.
Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the company's market risk during the
quarter ended April 3, 1999. For additional information, refer to page 20 of the
company's 1998 Annual Report to Shareholders.
13
Part II. Other Information
Item 1. Legal Proceedings
There are no other material pending or threatened legal, governmental,
administrative or other proceedings to which the company or any
subsidiary as a defendant or plaintiff is subject.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The company's Annual Meeting of Shareholders was held on April 22,
1999.
(b) At the Annual Meeting, the following proposals were voted on by
the shareholders as indicated below:
1. To elect two directors, for three year terms.
Name In Favor Withhold Authority
---- -------- ------------------
Robert C. Buhrmaster 27,666,312 888,639
Jack W. Eugster 27,676,200 878,751
2. To elect one director, for a two year term.
Name In Favor Withhold Authority
---- -------- ------------------
Brenda J. Lauderback 27,666,361 888,590
3. To ratify the appointment of Ernst & Young LLP as the
independent auditors of the company for 1999.
In Favor Against Abstain
-------- ------- -------
28,443,883 34,652 76,416
Item 6. Exhibits and reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter for which
this report is filed.
14
SIGNATURES
Pursuant to the requirements 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.
Registrant
Date: May 14, 1999 By /s/ Robert C. Buhrmaster
-----------------------------
Robert C. Buhrmaster
Chairman of the Board, President
and Chief Executive Officer
Date: May 14, 1999 By /s/ William N. Priesmeyer
-----------------------------
William N. Priesmeyer
Senior Vice President and
Chief Financial Officer
15