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 October 2, 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.
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(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
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(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 November 1, 1999, there were 33,365,027 shares of the Registrant's common
stock outstanding.
Jostens, Inc.
Part I. Financial Information Page
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Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the Three and Nine months ended October
2, 1999 and October 3, 1998 3
Condensed Consolidated Balance Sheets as of October 2, 1999, October 3, 1998 and January 2, 4
1999
Condensed Consolidated Statements of Cash Flows for the Nine months ended October 2, 1999
and October 3, 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3 Quantitative and Qualitative Disclosures about Market Risk 12
Part II. Other Information
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Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
2
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Condensed Consolidated Statements of Operations
Jostens, Inc. and Subsidiaries
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Three months ended Nine months ended
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(unaudited) (unaudited)
October 2 October 3 October 2 October 3
In thousands, except per-share data 1999 1998 1999 1998
- --------------------------------------------------------------------------------------------
Net sales $ 122,643 $ 127,009 $ 592,162 $ 594,165
Cost of products sold 69,659 70,470 278,902 281,702
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Gross margin 52,984 56,539 313,260 312,463
Selling and administrative expenses 62,626 66,659 241,262 238,927
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Operating income (loss) (9,642) (10,120) 71,998 73,536
Net interest expense 1,980 1,943 4,478 4,565
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Income (loss) before income taxes (11,622) (12,063) 67,520 68,971
Income taxes (4,708) (4,885) 27,345 28,021
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Net income (loss) $ (6,914) $ (7,178) $ 40,175 $ 40,950
============================================================================================
Earnings (loss) per common share
Basic $ (0.21) $ (0.20) $ 1.17 $ 1.11
Diluted $ (0.21) $ (0.20) $ 1.17 $ 1.10
============================================================================================
Weighted average common shares outstanding
Basic 33,711 36,213 34,228 36,970
Diluted 33,711 36,213 34,344 37,159
============================================================================================
Cash dividends declared per common share $ 0.22 $ 0.22 $ 0.66 $ 0.66
============================================================================================
See notes to condensed consolidated financial statements
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3
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Condensed Consolidated Balance Sheets
Jostens, Inc. and Subsidiaries
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(unaudited)
----------------------
October 2 October 3 January 2
In thousands, except per-share data 1999 1998 1999
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ASSETS
CURRENT ASSETS
Short-term investments $ 11,603 $ 3,746 $ 2,595
Accounts receivable, net of allowance of $6,243, $7,971 and $7,308, respectively 110,762 107,269 106,347
Inventories 75,678 84,919 90,494
Deferred income taxes 14,682 15,543 14,682
Other receivables, net of allowance of $5,835, $6,623 and $7,061, respectively 29,359 19,711 20,689
Prepaid expenses and other current assets 6,882 3,990 5,737
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Total current assets 248,966 235,178 240,544
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OTHER ASSETS
Intangibles, net 27,076 28,903 28,165
Notes receivable, net -- 12,925 --
Noncurrent deferred income taxes -- 7,743 --
Other 15,503 13,970 8,811
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Total other assets 42,579 63,541 36,976
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Property and equipment 273,454 257,261 256,165
Less accumulated depreciation (184,525) (172,956) (167,518)
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Property and equipment, net 88,929 84,305 88,647
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$ 380,474 $ 383,024 $ 366,167
======================================================================================================================
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Notes payable $ 181,997 $ 178,326 $ 93,922
Accounts payable 21,691 19,457 23,682
Employee compensation 23,587 19,037 27,560
Commissions payable 20,239 12,981 22,131
Customer deposits 34,022 28,727 92,092
Income taxes 18,537 12,765 4,713
Other accrued liabilities 19,219 22,049 23,679
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Total current liabilities 319,292 293,342 287,779
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Other noncurrent liabilities 18,209 15,072 19,836
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Total liabilities 337,501 308,414 307,615
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' INVESTMENT
Preferred shares, $1.00 par value: authorized 4,000 shares, none issued -- -- --
Common shares, $.33 1/3 par value: authorized 100,000 shares, issued
October 2, 1999 - 33,528; October 3, 1998 - 35,397; January 2, 1999 - 35,071 11,176 11,799 11,690
Retained earnings 39,072 69,379 54,627
Accumulated other comprehensive loss (7,275) (6,568) (7,765)
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Total shareholders' investment 42,973 74,610 58,552
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$ 380,474 $ 383,024 $ 366,167
======================================================================================================================
See notes to condensed consolidated financial statements
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4
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Condensed Consolidated Statements of Cash Flows
Jostens, Inc. and Subsidiaries
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Nine months ended
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(unaudited)
October 2 October 3
In thousands 1999 1998
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OPERATING ACTIVITIES
Net income $ 40,175 $ 40,950
Depreciation 17,331 16,338
Amortization 1,698 1,719
Changes in assets and liabilities:
Accounts receivable (4,415) 1,428
Inventories 14,816 7,143
Other receivables (8,670) 5,784
Prepaid expenses and other current assets (1,145) 689
Accounts payable (448) (2,843)
Employee compensation (3,973) (409)
Commissions payable (1,892) (6,241)
Customer deposits (58,070) (69,932)
Income taxes 13,824 1,667
Other (4,884) 1,831
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Net cash provided by (used for) operating activities 4,347 (1,876)
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INVESTING ACTIVITIES
Purchases of property and equipment (19,358) (27,844)
Equity investment (7,493) --
Other 1,224 101
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Net cash used for investing activities (25,627) (27,743)
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FINANCING ACTIVITIES
Short-term borrowings 86,532 120,099
Dividends paid (22,664) (24,582)
Proceeds from exercise of stock options 2,463 1,649
Repurchases of common stock (36,043) (69,869)
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Net cash provided by financing activities 30,288 27,297
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CHANGE IN SHORT-TERM INVESTMENTS 9,008 (2,322)
SHORT-TERM INVESTMENTS, BEGINNING OF PERIOD 2,595 6,068
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SHORT-TERM INVESTMENTS, END OF PERIOD $ 11,603 $ 3,746
=====================================================================================
See notes to condensed consolidated financial statements
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5
Jostens, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) BASIS OF PRESENTATION
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 our 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 our annual consolidated
financial statements and notes. This Form 10-Q should be read in
conjunction with our consolidated financial statements and notes included
in our 1998 Annual Report to Shareholders.
Certain balances have been reclassified to conform to the October 2, 1999
presentation.
(2) 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 and
nine month periods:
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Three months ended Nine months ended
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October 2 October 3 October 2 October 3
In thousands, except per-share data 1999 1998 1999 1998
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EARNINGS PER SHARE - BASIC
Net income (loss) $ (6,914) $ (7,178) $ 40,175 $ 40,950
Weighted average common shares outstanding - basic 33,711 36,213 34,228 36,970
- --------------------------------------------------------------------------------------------------
Net income (loss) per share - basic $ (0.21) $ (0.20) $ 1.17 $ 1.11
==================================================================================================
EARNINGS PER SHARE - DILUTED
Net income (loss) $ (6,914) $ (7,178) $ 40,175 $ 40,950
Weighted average common shares outstanding - basic 33,711 36,213 34,228 36,970
Dilutive effect of stock options and awards -- -- 116 189
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Weighted average common shares outstanding - diluted 33,711 36,213 34,344 37,159
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Net income (loss) per share - diluted $ (0.21) $ (0.20) $ 1.17 $ 1.10
==================================================================================================
6
(3) SUPPLEMENTAL BALANCE SHEET INFORMATION
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October 2 October 3 January 2
In thousands 1999 1998 1999
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INVENTORIES
Finished goods $32,060 $33,012 $38,141
Work-in-process 20,380 19,802 29,735
Raw materials and supplies 23,238 32,105 22,618
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Total inventories $75,678 $84,919 $90,494
=============================================================
(4) COMPREHENSIVE INCOME
Comprehensive income and its components, net of tax, are as follows:
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Three months ended Nine months ended
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October 2 October 3 October 2 October 3
In thousands 1999 1998 1999 1998
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Net income (loss) $ (6,914) $ (7,178) $ 40,175 $ 40,950
Change in cumulative translation adjustment (278) (873) 490 (1,430)
- -----------------------------------------------------------------------------------------------------
Comprehensive income (loss) $ (7,192) $ (8,051) $ 40,665 $ 39,520
=====================================================================================================
(5) BUSINESS SEGMENTS
Financial information by reportable business segment is included in the
following summary:
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Three months ended Nine months ended
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October 2 October 3 October 2 October 3
In thousands 1999 1998 1999 1998
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NET SALES FROM EXTERNAL CUSTOMERS
School Products $ 100,446 $ 103,930 $ 509,369 $ 506,588
Recognition 21,339 21,826 74,875 77,271
Other 858 1,253 7,918 10,306
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CONSOLIDATED $ 122,643 $ 127,009 $ 592,162 $ 594,165
================================================================================================
OPERATING INCOME (LOSS)
School Products $ 2,396 $ (1,196) $ 103,338 $ 93,101
Recognition (994) 1,500 1,168 7,125
Other (11,044) (10,424) (32,508) (26,690)
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Consolidated (9,642) (10,120) 71,998 73,536
Net interest expense (1,980) (1,943) (4,478) (4,565)
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INCOME (LOSS) BEFORE INCOME TAXES $ (11,622) $ (12,063) $ 67,520 $ 68,971
================================================================================================
7
Management's Discussion and Analysis of Financial Condition and Results of
Operations
We occasionally may make statements regarding our 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 our officers 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 our 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: our access to students and consumers in schools; the
seasonality of our business; our ability to ship backlog; our relationship with
our sales force; fashion and demographic trends; the general economy, especially
during peak buying seasons for our products and services; our ability to respond
to customer change orders and delivery schedules; our ability to maintain our
customer base; competitive pricing and program changes; our ability to
successfully execute new programs; interest rates; the price of gold; our
ability to continue improving operating efficiencies; and the impact of year
2000 compliance on our computer-based systems and our external relationships.
The foregoing factors are not exhaustive, and new factors may emerge or changes
to the foregoing factors may occur that would impact our business.
RESULTS OF OPERATIONS
The following table sets forth selected information from our Condensed
Consolidated Statements of Operations, expressed as a percentage of net sales.
- -----------------------------------------------------------------------------------------------------------------------------
Three months ended Nine months ended
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(unaudited) Percent (unaudited) Percent
October 2 October 3 increase October 2 October 3 increase
1999 1998 (decrease) 1999 1998 (decrease)
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Net sales 100.0% 100.0% (3.4%) 100.0% 100.0% (0.3%)
Cost of products sold 56.8% 55.5% (1.2%) 47.1% 47.4% (1.0%)
- -----------------------------------------------------------------------------------------------------------------------------
Gross margin 43.2% 44.5% (6.3%) 52.9% 52.6% 0.3%
Selling and administrative expenses 51.1% 52.5% (6.1%) 40.7% 40.2% 1.0%
- -----------------------------------------------------------------------------------------------------------------------------
Operating income (loss) (7.9%) (8.0%) (4.7%) 12.2% 12.4% (2.1%)
Net interest expense 1.6% 1.5% 1.9% 0.8% 0.8% (1.9%)
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes (9.5%) (9.5%) (3.7%) 11.4% 11.6% (2.1%)
Income taxes (3.8%) (3.8%) (3.6%) 4.6% 4.7% (2.4%)
- -----------------------------------------------------------------------------------------------------------------------------
Net income (loss) (5.7%) (5.7%) (3.7%) 6.8% 6.9% (1.9%)
=============================================================================================================================
8
Net sales
Net sales for the three and nine months ended October 2, 1999 were $122.6
million and $592.2 million, compared with $127.0 million and $594.2 million for
the comparable periods in 1998. The following is an explanation of changes in
net sales by business segment.
School Products segment sales for the three and nine months ended October 2,
1999 were $100.4 million and $509.4 million, compared with $103.9 million and
$506.6 million for the comparable periods in 1998. The third quarter decline of
3.4 percent was primarily due to a shift in North American Photography revenue
from the third to the fourth quarter. The year-to-date sales increase of 0.6
percent over the prior year period was driven by price increases for all school
product lines as well as higher sales of add-on features in the Printing &
Publishing product lines. These increases were offset by a decline in commercial
printing volume, a shift in North American Photography revenue from the third to
the fourth quarter, and a loss of about $9 million in Jewelry and Graduation
Products sales volume due to a sales group leaving in mid-1998.
Recognition segment sales for the three and nine months ended October 2, 1999
were $21.3 million and $74.9 million, compared with $21.8 million and $77.3
million for the comparable periods in 1998. The 2.2 percent third quarter
decrease and 3.1 percent year-to-date decrease were primarily due to lower sales
volume caused by problems encountered with systems implementation. We anticipate
full year 1999 sales for Recognition to be lower than 1998 levels.
The Other segment is comprised primarily of unallocated corporate expenses, the
direct marketing program to college alumni, international sales, and expenses
associated with new product development. Sales for the three and nine months
ended October 2, 1999 were $0.9 million and $7.9 million, compared with $1.3
million and $10.3 million for the comparable periods in 1998. The $2.4 million
year-to-date decrease over the prior year period was due to lower sales volume
resulting from fewer mailings in our direct marketing program to college alumni.
We anticipate full year 1999 sales for the direct marketing program to college
alumni to be below 1998 levels.
Gross Margin
Gross margins for the three and nine months ended October 2, 1999 were $53.0
million and $313.3 million or 43.2 percent and 52.9 percent, compared with $56.5
million and $312.5 million or 44.5 percent and 52.6 percent for the comparable
periods in 1998. The 6.3 percent decrease in the third quarter was primarily due
to a shift in North American Photography revenue from the third to the fourth
quarter and higher costs in Recognition associated with problems encountered
with systems implementation. The 0.3 percent increase on a year-to-date basis is
the result of manufacturing efficiencies and increased pricing in School
Products as well as sales of higher margin add-on features in the Printing and
Publishing product lines. These were partially offset by a shift in North
American Photography revenue from the third to the fourth quarter and higher
costs in Recognition associated with problems encountered with systems
implementation.
Selling and Administrative Expenses
Selling and administrative expenses for the three and nine months ended October
2, 1999 were $62.6 million and $241.3 million, compared with $66.7 million and
$238.9 million for the comparable periods in 1998. The 6.1 percent decrease in
the third quarter was due to a reduction in compensation expense, lower selling
and commission expenses resulting from a change in product mix, and a decrease
in legal expense due to the lawsuit with Taylor Publishing in 1998. The 1.0
percent increase for the nine month period is the result of higher costs related
to investments in information systems for year 2000 readiness and higher costs
associated with market development activities.
9
Operating Income (Loss)
Operating income (loss) for the three and nine months ended October 2, 1999 was
$(9.6) million and $72.0 million, compared with $(10.1) million and $73.5
million for the comparable periods in 1998. The following is an explanation of
changes in operating income by business segment.
Operating income (loss) for the School Products segment for the three and nine
months ended October 2, 1999 was $2.4 million and $103.3 million, compared with
$(1.2) million and $93.1 million for the comparable periods in 1998. The
year-over-year increases were the result of improved manufacturing efficiencies
for all school product lines and sales of higher margin add-on features in the
Printing & Publishing product lines. In addition, there was a decline in selling
and commission expenses resulting from a change in product mix, and a decrease
in legal expense due to the lawsuit with Taylor Publishing in 1998.
Operating income (loss) for the Recognition segment for the three and nine
months ended October 2, 1999 was $(1.0) million and $1.2 million, compared with
$1.5 million and $7.1 million for the comparable periods in 1998. The
year-over-year decreases were the result of lower sales volume and higher costs
associated with problems encountered with systems implementation. We anticipate
full year 1999 operating income for Recognition to be lower than 1998 levels.
Operating losses for the Other segment for the three and nine months ended
October 2, 1999 were $11.0 million and $32.5 million, compared with $10.4
million and $26.7 million for the comparable periods in 1998. The $0.6 million
third quarter increase and $5.8 million year-to-date increase were primarily the
result of higher costs related to investments in information systems for year
2000 readiness and higher costs associated with market development activities.
We anticipate full year 1999 operating loss to be more than 1998.
Net Interest Expense
Net interest expense for the three and nine months ended October 2, 1999 was
$2.0 million and $4.5 million, compared with $1.9 million and $4.6 million for
comparable periods in 1998. The year-over-year changes reflected lower average
interest rates on higher average short-term borrowings in 1999 versus 1998.
Income Taxes
Income taxes have been accrued at an overall effective rate of 40.5 percent for
the three and nine months ended October 2, 1999, compared with 40.5 percent and
40.6 percent for the comparable periods last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from operating activities and short-term borrowings were our
principal sources of funds during the nine months ended October 2, 1999 and was
used primarily to repurchase common stock, pay dividends, and fund capital
expenditures and equity investments.
Operating activities generated cash of $4.3 million in the first nine months of
1999, compared to the same period in 1998 where operating activities used cash
of $1.9 million. The increase of $6.2 million was due to a variety of favorable
factors, including a change in the timing of customer deposit collections, a
decrease in inventory resulting from our decision to expand our consigned gold
inventory program in the fourth quarter of 1998, and the timing of income tax
payments. This was offset by an increase in accounts receivable and other
receivables due to customer invoicing issues in Recognition related to the
implementation of new information systems.
Capital expenditures for the first nine months of 1999 were $19.4 million
compared with $27.8 million for the same period in 1998. Of the $8.4 million
decrease, $5.3 million reflected more investments for information systems in
1998 and $3.1 million was due to increased spending for manufacturing equipment
in 1998.
During the third quarter of 1999, we filed a debt shelf registration statement
with the Securities and Exchange Commission for a $200 million medium term note
program to be used for general corporate purposes. As of October 2, 1999, there
were no notes issued or outstanding.
10
In the first nine months of 1999, we invested $5 million to take a minority
ownership position in the FamilyEducation Network, a privately held company,
which creates web sites for schools to link school districts with students and
their families. In the third quarter of 1999, we invested $2.5 million to take a
minority position in Project ACHIEVE, Inc., a privately-held provider of
web-based data management tools that enable teachers and school administrators
to efficiently manage information and administrative tasks.
In December 1998, the Board of Directors authorized the repurchase of up to $100
million in shares of our common stock. For the nine months ended October 2,
1999, we repurchased 1.7 million shares at a cost of $36 million, including
547,500 shares at a cost of $11 million in the third quarter.
YEAR 2000
We have examined our critical systems and equipment and have undertaken
remediation and replacement initiatives to ensure accurate processing and
accounting for "00". We have conducted additional validation testing of our
critical systems and equipment using year 2000 simulations. Based on this
validation testing, we believe that our systems are ready to correctly process
year 2000 date data and to conduct business as usual through the century change.
Contingency planning is in place to address any unanticipated disruptions that
may arise.
The total program cost is estimated to be $51 million when completed. Actual
spending on the project since inception has been $49.1 million, of which $36.0
million has been capitalized. In the nine months ended October 2, 1999, we spent
$12.9 million, including $8.7 million in capital spending. The program cost
includes internally allocated expenses such as salaries, benefits and contractor
costs.
We have 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
our operations: mission critical, high impact and low impact.
Mission critical items (computer hardware, software, embedded equipment,
machinery and devices, and to external suppliers of products and services) are
those where loss or interruption of functionality, support or delivery would
have a catastrophic impact on customers, operations or earnings. High impact
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 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.
We have completed all mission critical activities and will continue some
monitoring and testing throughout 1999. Activities on all high impact and low
impact categories are substantially completed. The few remaining activities will
be completed before the year 2000 transition or are not expected to materially
impact day to day operations. As of November 15, 1999 the high impact activities
were 99% complete and low impact activities were 98% complete.
We have substantially 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 us or
certain third parties to achieve year 2000 compliance on a timely basis. In
planning for the worst case scenarios, we believe the information technology
systems and manufacturing systems will be ready for the year 2000, but we may
experience isolated incidents of noncompliance. We plan to allocate resources to
be ready to take action if these events occur. Because the company's year 2000
compliance is dependent upon key third parties also being year 2000 compliant on
a timely basis, there can be no guarantee that the company's efforts will
prevent a material adverse impact on its results of operations, financial
condition or cash flows.
11
Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in our market risk during the nine months
ended October 2, 1999. For additional information, refer to page 20 of our 1998
Annual Report to Shareholders.
Part II. Other Information
Item 1. Legal Proceedings
In January 1999, a federal judge in Texas overturned a jury's $25.3
million verdict against Jostens in an antitrust lawsuit. The judge,
acting on Jostens' post-trial motions, set aside the jury's verdict and
dismissed all claims against Jostens in the case. Yearbook competitor
Taylor Publishing, a unit of Insilco Holding Corp. and the plaintiff in
the case, has appealed the decision and is seeking to have the jury
verdict reinstated. Briefs have been filed and oral arguments have been
tentatively scheduled for December 8, 1999. No costs were accrued
related to the lawsuit, because management determined a loss associated
with Taylor Publishing is not currently "probable and estimable".
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.
12
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
3.1 Restated Articles of Incorporation of Jostens, Inc.
3.2 By-laws (incorporated by reference to Exhibit 3.2 contained
in the Quarterly Report on Form 10-Q for the period ended
July 3, 1999)
4.1 Rights Agreement, dated July 23, 1998, between Jostens, Inc.
and Norwest Bank Minnesota, N.A. (incorporated by reference
to the company's Form 8-A filed on August 5, 1998)
4.2 Form of Indenture, dated 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
Registration Statement on Form S-3, File No. 33-40233)
4.3 Form of Indenture, dated August 30, 1999, between Jostens,
Inc. and Norwest Bank Minnesota, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 contained in the
company's Form 8-K filed August 30, 1999)
4.4 Officers' Certificate and Company Order, dated August 30,
1999 pursuant to sections 201, 301 and 303 of the Indenture
dated August 30, 1999 (incorporated by reference to Exhibit
4.2 contained in the company's Form 8-K filed August 30,
1999)
4.5 Specimens of the Global Fixed Rate Note, Global Floating
Rate Note, Global Original Issue Discount Zero Coupon Note,
and Global Original Issue Discount Fixed Rate Note
(incorporated by reference to Exhibit 4.3 contained in the
company's Form 8-K filed August 30, 1999)
10.10 Jostens, Inc. Executive Change in Control Severance Pay
Plan First Declaration of Amendment, effective August 1,
1999
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K dated August 30, 1999, was filed under Item 5,
announcing a Distribution Agreement between the company and
Credit Suisse First Boston Corporation, Banc One Capital
Markets Inc. and J.P. Morgan Securities Inc. for the public
offering of its Medium-Term Notes, Series A.
13
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: November 16, 1999
By /s/ Robert C. Buhrmaster
---------------------------
Robert C. Buhrmaster
Chairman of the Board, President and Chief
Executive Officer
Date: November 16, 1999
By /s/ William N. Priesmeyer
---------------------------
William N. Priesmeyer
Senior Vice President and Chief Financial
Officer
14
EXHIBIT INDEX
Exhibit Description
- ------- -----------
3.1 Restated Articles of Incorporation of Jostens, Inc.
10.10 Jostens, Inc. Executive Change in Control Severance Pay Plan First
Declaration of Amendment, effective August 1, 1999
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule