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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1999
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Commission File Number: 1-14371
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INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1518007
(State of incorporation) (IRS Employer Identification Number)
2777 SUMMER STREET, SUITE 209
STAMFORD, CONNECTICUT 06905
(Address of principal executive offices) (Zip Code)
(203) 961-9106
(Registrant's telephone number, including area code)
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. /X/ Yes / / No
As of June 30, 1999, there were 16,943,189 shares of the Company's
common stock, par value $0.01 per share outstanding.
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INFORMATION HOLDINGS INC.
INDEX
Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets 1
As of June 30, 1999 (Unaudited) and December 31, 1998
Consolidated Statements of Operations (Unaudited) for the 2
Three Months Ended June 30, 1999 and 1998 and
Six Months Ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows (Unaudited) for the 3
Six Months Ended June 30, 1999 and 1998
Notes to Consolidated Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition 7
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
INFORMATION HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30 DECEMBER 31
1999 1998
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 54,730 $ 57,270
Accounts receivable (NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS AND
SALES RETURNS OF $307 AND $911, RESPECTIVELY) 7,117 9,286
Inventories 5,192 4,832
Prepaid expenses and other current assets 2,847 1,945
Deferred income taxes 777 777
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Total current assets 70,663 74,110
Property and equipment, net 4,273 4,173
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF $2,065 AND
$2,350, RESPECTIVELY) 3,202 3,474
Publishing rights and other intangible assets, net 23,565 21,601
Other assets 1,613 1,369
Deferred income taxes 64 64
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TOTAL $ 103,380 $ 104,791
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations $ 267 $ 261
Accounts payable 2,672 4,074
Accrued expenses 655 1,821
Royalties payable 1,963 1,935
Deferred subscription revenue 7,434 8,530
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Total current liabilities 12,991 16,621
Capital leases 2,554 2,694
Other long-term liabilities 823 683
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Total liabilities 16,368 19,998
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STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued $ -- $ --
Common stock, $.01 par value; 50,000,000 shares
authorized; 16,943,189 issued and outstanding 169 169
Additional paid-in capital 84,750 84,750
Retained earnings(deficit) 2,093 (126)
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Total stockholders' equity 87,012 84,793
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TOTAL $ 103,380 $ 104,791
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SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-1-
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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1999 1998 1999 1998
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Revenues $ 12,977 $ 10,345 $ 25,032 $ 21,073
Cost of sales 3,542 2,518 6,743 5,376
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Gross profit 9,435 7,827 18,289 15,697
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Operating expenses:
Selling, general and administrative 7,100 6,347 13,682 12,319
Depreciation and amortization 1,056 1,293 2,058 2,571
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Total operating expenses 8,156 7,640 15,740 14,890
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Income from operations 1,279 187 2,549 807
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Other income (expense):
Interest income 640 85 1,251 225
Interest expense (75) (54) (144) (157)
Other expense (18) -- (18) --
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Income before income taxes 1,826 218 3,638 875
Provision for income taxes 719 36 1,419 92
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Net income $ 1,107 $ 182 $ 2,219 $ 783
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Net income per common share amounts:
Basic earnings $ 0.07 $ 0.13
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Diluted earnings $ 0.06 $ 0.13
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Pro forma income data:
Income before income taxes, as reported $ 218 $ 875
Pro forma income taxes 36 92
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Pro forma net income $ 182 $ 783
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Pro forma earnings per share $ 0.01 $ 0.05
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SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-2-
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,219 $ 783
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 755 549
Amortization of intangibles 1,303 2,022
Amortization of pre-publication costs 1,210 1,108
Loss on disposal of property and equipment 18 --
Changes in operating assets and liabilities:
Accounts receivable, net 2,592 1,594
Inventories (361) (176)
Prepaid expenses and other current assets (920) (1,063)
Accounts payable and accrued expenses (2,952) (1,582)
Royalties payable 28 (33)
Deferred subscription revenue (1,096) (591)
Other, net (176) (367)
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Net Cash Provided by Operating Activities 2,620 2,244
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 11 --
Purchases of property and equipment (719) (295)
Pre-publication costs (779) (594)
Acquisitions of businesses and titles (3,539) (160)
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Net Cash Used in Investing Activities (5,026) (1,049)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under revolving credit facility -- (2,000)
Net repayments under capital leases (134) (113)
Capital contributions -- 11
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Net Cash Used in Financing Activities (134) (2,102)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (2,540) (907)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 57,270 10,280
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CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 54,730 $ 9,373
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SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-3-
INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A. BASIS OF PRESENTATION
The consolidated balance sheet of Information Holdings Inc. (IHI , or
the Company) at December 31, 1998 has been derived from IHI's Annual
Report on Form 10-K for the year then ended. All other consolidated
financial statements contained herein have been prepared by IHI and are
unaudited. The financial statements should be read in conjunction with
the financial statements for the year ended December 31, 1998 and the
notes thereto contained in IHI's Annual Report on Form 10-K for the
year then ended.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Article 10 of Regulation S-X for interim
financial statements required to be filed with the Securities and
Exchange Commission and do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. However, in the opinion of management, the
accompanying unaudited consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments, necessary
to present fairly the financial position of IHI as of June 30, 1999,
and the results of their operations and their cash flows for the
periods presented herein. Results for the three and six months ended
June 30, 1999 are not necessarily indicative of the results to be
expected for the full fiscal year.
B. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories at June 30, 1999 and December 31, 1998
consist solely of finished goods. The vast majority of inventories are
books, which are reviewed periodically on a title-by-title basis for
salability. The cost of inventory determined to be impaired is charged
to income in the period of determination.
C. PRE-PUBLICATION COSTS
Certain expenses related to books, primarily comprised of design and
other pre-production costs, are deferred and charged to expense over
the estimated product life. These costs are primarily amortized over a
four-year period following release of the applicable book, using an
accelerated amortization method. During 1999, the Company removed from
its Balance Sheet fully amortized Pre-publication costs with a cost of
approximately $1,645,000.
D. PURCHASE OF MASTER DATA CENTER
As previously announced, the Company entered into an agreement in May,
1999 to acquire 100% of the stock of Master Data Center, Inc. (MDC) for
cash consideration of approximately $33,000,000. MDC provides patent
annuity payment services and complementary software products for
managing patent and trademark portfolios. The transaction is expected
to be completed during the third quarter of 1999.
-4-
INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
E. EARNINGS PER SHARE DATA
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated.
Three Months Six Months
Ended Ended
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June 30 June 30
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1999 1999
Basic:
Net income $ 1,107 $ 2,219
Average shares outstanding 16,943 16,943
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Basic EPS $ 0.07 $ 0.13
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Diluted:
Net income $ 1,107 $ 2,219
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Average shares outstanding 16,943 16,943
Net effect of dilutive stock options -
based on the treasury stock method 202 180
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Total 17,145 17,123
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Diluted EPS $ 0.06 $ 0.13
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No historical earnings per share data are presented for the three
months and six months ended June 30, 1998 as the Company does not
consider such data meaningful. The pro forma earnings per share data
presented were computed using 16,943,189 shares outstanding, which
reflects all shares outstanding following the initial public offering,
as if such shares were outstanding since January 1, 1998.
F. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June of 1999, the Financial Accounting Standards Board (FASB) issued
Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133.
The Statement defers for one year the effective date of FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for
derivative instruments and for hedging activities. The rule will now
apply to all fiscal quarters of all fiscal years beginning after June
15, 2000. In the opinion of the Company's management, adoption of this
new accounting standard will not have any impact on the Company's
consolidated financial position or results of operations.
-5-
INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
G. SUBSEQUENT EVENTS
On July 19, 1999, the Company acquired all of the assets of Faxpat,
Inc. (Faxpat) for cash consideration of approximately $9,300,000.
Faxpat is a leading provider of patent documents and file histories to
the legal and corporate markets.
In July 1999, the Company signed a commitment letter to enter into a
seven-year revolving credit facility in an amount not to exceed
$50,000,000 initially, including a sublimit for the issuance of standby
letters of credit (the Credit Facility). The Credit Facility may be
increased to $75,000,000, subject to certain conditions. The proceeds
from the Credit Facility are intended to be used to fund acquisitions,
meet short-term working capital needs and for general corporate
purposes, and to pay fees and expenses incurred in connection with the
Credit Facility. Borrowings under the Credit Facility bear interest at
either the higher of the bank's prime rate and one-half of 1% in excess
of the overnight federal funds rate plus a margin of 0.50% to 1.25% or
the Eurodollar Rate plus a margin of 1.5% to 2.25% depending on the
Company's ratio of indebtedness to earnings before interest, taxes,
depreciation and amortization. The Credit Facility is secured by a
first priority perfected pledge of all notes and capital stock owned
and a first priority perfected security interest in all other assets,
subject to certain exceptions owned by the Company and all direct and
indirect operating subsidiaries and will be guaranteed by the Company
and such subsidiaries. Under the terms of the Credit Facility, the
Company is required to maintain certain financial ratios and meet other
financial conditions. The Credit Facility also prohibits the Company
from incurring certain additional indebtedness, limits certain
investments, mergers or consolidations and restricts substantial asset
sales, and dividends. Financing related to the bank Credit Facility is
expected to be completed by August 31, 1999.
-6-
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Three Months Ended June 30, 1999 Compared to
Three Months Ended June 30, 1998
REVENUES. In the second quarter of 1999, the Company had revenues of
$13.0 million compared to revenues of $10.3 million in the second quarter of
1998, an increase of $2.6 million or 25.4%. The increase in revenues is
primarily due to an increase of $0.8 million in international book sales; an
increase of $0.6 million in Internet sales of patent information; an increase of
$0.5 million in CRC Press electronic product revenues; an increase of $0.5
million in domestic book sales; and an increase of $0.4 million in sales of
patents and file histories related to Optipat, which was acquired in January
1999.
COST OF SALES. Cost of sales increased $1.0 million or 40.7% to $3.5
million in the second quarter of 1999 compared to $2.5 million in the
corresponding quarter in 1998. Cost of sales expressed as a percentage of
revenues in the second quarter of 1999 increased to 27.3% from 24.3% for the
corresponding quarter of 1998. The increase in the costs of sales over the
comparable period in 1998 is primarily attributable to the acquisition of
Optipat which has a higher cost structure than MicroPatent and higher costs at
CRC Press primarily related to book publishing operations and investments in
electronic products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). S,G&A expenses
increased $0.8 million or 11.9% in the second quarter of 1999, to $7.1 million
from $6.3 million in the second quarter of 1998, principally as a result of
increased personnel costs at CRC Press, due to business growth, and operating
expenses of Optipat. S,G&A expenses as a percentage of revenues decreased to
54.7% in the second quarter of 1999, compared to 61.4% in the corresponding 1998
quarter.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization in the
second quarter of 1999 decreased $0.2 million, or 18.3%, to $1.1 million from
$1.3 million in the corresponding quarter in 1998, due primarily to decreased
amortization of intangible assets.
INTEREST INCOME. Interest income increased to $0.6 million from $0.1
million due primarily to interest earned on the proceeds from the initial public
offering.
INCOME TAXES. The provision for income taxes as a percentage of pre-tax
income for the three months ended June 30, 1999 is 39.4%. This compares with an
effective tax rate of 16.5% in the prior year. The Company did not record a
provision for Federal income taxes in the prior year period due to the use of
net operating loss carry-forwards.
-7-
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Six Months Ended June 30, 1999 Compared to
Six Months Ended June 30, 1998
REVENUES. In the first six months of 1999, the Company had revenues of
$25.0 million compared to revenues of $21.0 million in the first half of 1998,
an increase of $4.0 million or 18.8%. The increase in revenues is primarily due
to an increase of $1.3 million in international book sales; an increase of $1.1
million in Internet sales of patent information; an increase of $1.1 million in
CRC Press electronic product revenues; and an increase of $1.0 million in sales
of patents and file histories related to Optipat. All other revenues decreased
$0.5 million due to several factors, including timing of product releases.
COST OF SALES. Cost of sales increased $1.3 million or 25.4% to $6.7
million in the first half of 1999 compared to $5.4 million in the corresponding
period in 1998. Cost of sales expressed as a percentage of revenues in the first
six months of 1999 increased to 26.9% from 25.5% for the corresponding period of
1998. The slight increase in the costs of sales over the comparable period in
1998 is primarily attributable to the acquisition of Optipat which has a higher
cost structure than MicroPatent and higher costs at CRC Press primarily related
to book publishing operations and investments in electronic products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). S,G&A expenses
increased $1.4 million or 11.1% in the first six months of 1999, to $13.7
million from $12.3 million for the first half of 1998, principally as a result
of increased personnel at CRC Press and operating expenses of Optipat. S,G&A
expenses as a percentage of revenues decreased to 54.7% in the first half of
1999, compared with 58.5% in the corresponding 1998 period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
first half 1999 decreased $0.5 million, or 20.0%, to $2.1 million from $2.6
million in the corresponding period in 1998, due primarily to decreased
amortization of intangible assets.
INTEREST INCOME. Interest income increased to $1.3 million from $0.2
million due primarily to interest earned on the proceeds from the initial public
offering.
INCOME TAXES. The provision for income taxes as a percentage of pre-tax
income for the six months ended June 30, 1999 is 39.0%. This compares with an
effective tax rate of 10.5% in the prior year. The Company did not record a
provision for Federal income taxes in the prior year period due to the use of
net operating loss carry-forwards.
FINANCIAL CONDITION:
Prior to August 1998, the financing requirements of the Company have been funded
through cash generated by operating activities and capital contributions from
the founding stockholders. In August 1998, the Company completed an initial
public offering of its common stock to raise funds. In July 1999, the Company
signed a commitment letter to enter into a seven-year revolving credit facility
in an amount not to exceed $50,000,000, including a sublimit for the issuance of
standby letters of credit (the Credit Facility). The proceeds from the Credit
Facility are intended to be used to fund acquisitions, meet short-term working
capital needs and for general corporate purposes, and to pay fees and expenses
incurred in connection with the Credit Facility.
See Note G - SUBSEQUENT EVENTS.
-8-
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Cash and cash equivalents totaled $54.7 million at June 30, 1999 compared to
$57.3 million at December 31, 1998. Excluding cash and cash equivalents, the
Company had working capital of $2.9 million at June 30, 1999 compared to working
capital of $0.2 million at December 31, 1998. Since the Company receives
subscription payments in advance, the Company's existing operations are expected
to maintain low or negative working capital balances, excluding cash. Deferred
subscription revenues, a non-cash obligation included in current liabilities,
totaled $7.4 million at June 30, 1999.
Cash generated by operating activities was $2.6 million for the six months ended
June 30, 1999, derived from net income of $2.2 million plus non-cash charges of
$3.3 million less an increase in operating assets, net of liabilities of $2.9
million. This increase in operating assets and liabilities is primarily the
result of payment of expenses related to book publishing operations and the
payment of income tax liabilities, offset by collections of customer
receivables.
Cash used in investing activities was $5.0 million for the six months ended June
30, 1999 due to capital expenditures, including pre-publication costs, of $1.5
million and acquisition costs of $3.5 million. Excluding acquisitions of
businesses and titles, the Company's existing operations are not capital
intensive.
Cash used in financing activities was $0.1 million for the six months ended June
30, 1999, related to payments on approximately $2.8 million of capitalized lease
obligations. The Company currently has no additional debt obligations as of June
30, 1999. As noted above it is the Company's intention to enter into a Revolving
Credit Facility agreement, to provide the Company with expanded capacity for
future acquisitions and working capital needs as they arise.
The Company believes that net cash provided by operations, together with cash on
hand and other available sources of funds, will be sufficient to fund the cash
requirements of its existing operations. Excluding acquisition activity, the
Company does not expect to use the proceeds of the initial public offering to
fund operations. The Company currently has no commitments for material capital
expenditures. However, future operating requirements and capital needs may be
subject to economic conditions and other factors, many of which are beyond the
Company's control.
The Company will continue to use the remaining net proceeds from the initial
public offering for general corporate purposes including acquisitions. See Note
D - PURCHASE OF MASTER DATA CENTER and Note G SUBSEQUENT EVENTS. Pending such
uses, the remaining net proceeds will be invested in short-term, investment
grade securities.
-9-
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
SEASONALITY
The Company's business is somewhat seasonal, with revenues typically reaching
slightly higher levels during the third and fourth quarters of each calendar
year, based on historical publication schedules. In 1998, 30% of the Company's
revenues were generated during the fourth quarter with the first, second and
third quarters accounting for 23%, 22% and 25% of revenues, respectively. In
addition, the Company may experience fluctuation in revenues from period to
period based on the timing of acquisitions and new product launches.
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of computer systems that use two digits rather
than four to define the applicable year, which may prevent such systems from
accurately processing dates ending in the Year 2000 and after. This could result
in system failures or in miscalculations causing disruption of operations,
including, but not limited to, an inability to process transactions, to send and
receive electronic data, or to engage in routine business activities and
operations.
The Company has completed its assessment of all currently used computer systems
and is in the final stages of completing a plan of action to correct those areas
that will be affected by the Year 2000 issue. Conversion of all critical data
processing systems is virtually complete. The Company anticipates that the
conversion of the remaining critical systems and all non-critical systems will
be completed by the end of October 1999. Presently, the Company has completed
the conversion of all environmental equipment, telephones, personal computer
hardware and software outside of the Company's information systems.
The Company expects the cost for all upgrades to be approximately $200,000; the
cost incurred to date is $50,000. The estimate includes internal costs, but
excludes the costs to upgrade and replace systems in the normal course of
business. The Company's goal is to complete any upgrade requirements by the end
of fiscal 1999, but does not expect that the cost for subsequent upgrades will
be material to the Company's consolidated financial statements.
Management's assessment of the risks associated with the Year 2000 project and
the status of the Company's contingency plans are unchanged from that described
in the 1998 annual report on Form 10-K.
FORWARD-LOOKING STATEMENTS
The information above contains forward-looking statements, including, without
limitation, statements relating to the Company's plans, strategies, objectives,
expectations, and intentions that are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that forward-looking statements contained in this Form 10-Q should be
read in conjunction with the Company's disclosures under the heading IMPORTANT
FACTORS RELATING TO FORWARD-LOOKING STATEMENTS contained in the Company's 1998
Annual Report on Form 10-K.
-10-
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None.
-11-
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
The following report relates to the Company's initial public offering:
Commission file number of registration statement: 333-56665
Effective Date: August 6, 1998
Expenses incurred through June 30, 1999:
Underwriting discounts $ 3,887,747
Other expenses $ 1,589,413
Total expenses $ 5,477,160
Application of proceeds through June 30, 1999:
Acquisition of product lines $ 7,186,700
Temporary investments (US Treasury Bills) $ 44,004,412
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of Stockholders on April 27, 1999 a
total of 16,277,413 shares, or 96%, of outstanding shares were represented and
entitled to vote.
(a) The following members were elected to the Board of Directors:
Total Vote For Total Vote Withheld
Each Director From Each Director
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Michael E. Danzinger 16,264,663 12,750
David R. Haas 16,267,813 9,600
Sidney Lapidus 16,267,663 9,750
David E. Libowitz 16,267,813 9,600
Mason P. Slaine 16,267,813 9,600
(b) The following proposal was approved:
Ratification of Ernst & Young LLP as the independent auditors for the Company
for the 1999 fiscal year.
Affirmative Votes 13,806,799
Negative Votes 410
Abstain 2,470,204
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
10.1 Employment Agreement, dated May 17, 1999, between CRC Press
LLC and Norman R. Snesil.
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
1 Current Report on Form 8-K dated May 19, 1999 (earliest event
reported May 17, 1999), Item 5 was reported. The registrant
announced that it had agreed to acquire all of the outstanding
stock of Master Data Center, Inc., a Michigan corporation, for
consideration of approximately $33,000,000.
-12-
SIGNATURE
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.
INFORMATION HOLDINGS INC.
Date: August 2, 1999 By: /s/ Vincent A. Chippari
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Vincent A. Chippari
Executive Vice President and Chief
Financial Officer
Signing on behalf of the registrant and
as principal financial and accounting officer