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ADVO, Inc.
Form 10-K
September 25, 1999
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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended September 25, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-11720
ADVO, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-0885252
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Univac Lane, P.O. Box 755, 06095-0755
Windsor, CT -------------------------------------
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(Address of principal executive
offices)
Registrant's telephone number, including area code: (860) 285-6100
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock and Rights, par value $.01 per share
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant at November 26, 1999 was $384,268,098. On that date, there were
20,631,648 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 1999 Annual Report to Stockholders are incorporated by
reference into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Report.
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ADVO, Inc.
Index to Report on Form 10-K
For the Year Ended September 25, 1999
Part I
Item Page
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1. Business............................................................. 1
2. Properties........................................................... 5
3. Legal Proceedings.................................................... 5
4. Submission of Matters to a Vote of Security Holders.................. 5
Part II
5. Market for Registrant's Common Equity and Related Stockholder Mat-
ters................................................................. 7
6. Selected Financial Data.............................................. 7
7. Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations.................................................. 7
7A. Quantitative and Qualitative Disclosures about Market Risk........... 7
8. Financial Statements and Supplementary Data.......................... 7
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................. 8
Part III
10. Directors and Executive Officers of the Registrant................... 8
11. Executive Compensation............................................... 8
12. Security Ownership of Certain Beneficial Owners and Management....... 8
13. Certain Relationships and Related Transactions....................... 8
Part IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...... 9
PART I
ITEM 1. Business
General
ADVO, Inc. ("ADVO" or the "Company") is a direct mail marketing firm
primarily engaged in soliciting and processing printed advertising from
retailers, manufacturers and service companies for targeted distribution by
both shared and solo mail to consumer households in the United States on a
national, regional and local basis. Founded in 1929 as a hand delivery
company, the Company entered the direct mail industry as a solo mailer in 1946
and began its shared mail program in 1980. The Company currently is the
largest commercial user of standard mail (formerly third-class mail) in the
United States.
ADVO competes primarily with newspapers, direct mail companies, broadcast
media, periodicals and other local distribution entities for retail
advertising expenditures. The Company believes that direct mail, which enables
advertisers to target advertisements to specific customers or geographic
areas, is the most efficient vehicle for delivering printed advertising on a
saturation or full market coverage basis, as well as an effective means of
targeted coverage.
ADVO's principal executive offices are located at One Univac Lane, Windsor,
Connecticut 06095.
Products and Services
ADVO's direct mail marketing products and services include shared mail and
solo mail. ADVO provides ancillary services in conjunction with its direct
mail marketing programs and also provides private carrier (hand) delivery in
certain markets. In addition, during fiscal 1998, the Company acquired a
franchise-based coupon envelope mail company.
Shared Mail
In the Company's shared mail programs (Marriage Mail(R) and Mailbox
Values(R)), the advertisements of several advertisers are combined into a
single mail package.
Shared mail packages are assembled by the Company for distribution by ZIP
Code and, in most instances, each household within the ZIP Code will receive a
mail package. Individual customers can choose a portion of the designated
mailing area for their distributions, ranging from part of a ZIP Code to all
ZIP Codes covered by the program. This flexibility enables major customers,
such as retail store chains, to select areas serviced by their retail stores
and, at the same time, distribute different versions of their advertisements
to accommodate the needs of their individual stores. It also allows a smaller
retailer to target only those ZIP Codes or portions of ZIP Codes needed to
accommodate its customer base, thereby reducing overall advertising costs.
The Company offers the nationwide availability of ADVO Targeting Zones
("ATZs") which enables advertisers to target their ads to consumer clusters of
about 3,500 households. ATZs are neighboring postal carrier delivery routes
within a ZIP Code that are clustered together based on shared demographic
characteristics and proximity to key retail shopping areas.
The Company's shared mail programs offer the features of penetration and
target marketing at a significant cost reduction when compared to mailing on
an individual or solo mail basis. This cost advantage is available because the
Company pays the total postage expense, and advertisers are generally charged
a selling price based upon, among other factors, the incremental weight of
their promotional pieces.
1
As a part of its shared mail programs, the Company provides the addresses of
the households receiving the mail packages, sorts, processes and transports
the advertising material for ultimate delivery through the United States
Postal Service ("USPS"). Generally, larger businesses, such as food chains and
mass merchandisers, will provide the Company with preprinted advertising
materials in predetermined quantities. In the case of manufacturers and small
retail customers, the Company may perform graphics services and/or act as a
broker for the required printing. The Company also offers shared mail
customers numerous standard turnkey advertising products in a variety of sizes
and colors.
The Company believes its shared mail programs are the largest programs of
their kind.
Marriage Mail(R) is a weekly mail program with coverage, on average, of 60
million households in approximately 120 markets. This program is used by local
and national retailers. The ZIP Code configuration selected for each market is
normally determined by population density and by proximity to retail outlets.
Retailers with multiple locations and weekly frequency have a great influence
on the ZIP Codes chosen by the Company for its weekly mailings. The Company
derives most of its revenues from the Marriage Mail(R) program.
The Company is part of a network, known as ADVO National Network Extension
("A.N.N.E.") comprised of regional shared mail companies, which provide its
clients with extended coverage outside the markets already served by the
Company. Approximately an additional 26 million households can be reached on a
shared mail basis through A.N.N.E. The Company handles the clients' orders
directly and manages distribution of their advertising through A.N.N.E.'s
partners. Conversely, A.N.N.E. enables participating partners (shared mail
companies) to offer their clients extended marketplace reach using the
Company's household coverage.
Solo Mail
Solo mail services include addressing and processing brochures and circulars
for an individual customer for distribution through the USPS. Each customer
bears the full cost of postage and handling for each mailing. Customers
choosing this form of direct mail are generally those who wish to maintain an
exclusive image and complete control over the timing and the target of their
mailings.
The Company processes solo mail using its own mailing list or lists supplied
by the customer. The Company charges a processing fee based on the solo mail
services rendered.
Other Products and Services
The Company rents portions of its mailing list, through a specialized firm
hired by the Company, to organizations interested in distributing their own
mailings. The Company may or may not perform the associated distribution
services for the customer.
ADVO Creative Services, Inc., based in Texas, is a wholly-owned subsidiary
of the Company which specializes in the coordination and production of custom
promotional magazines and circulars which, in most cases, are then distributed
by the Company.
During fiscal 1998, the Company acquired The Mailhouse, Inc., a franchise-
based cooperative coupon envelope mail company headquartered in Avon, MA. The
company was renamed MailCoups, Inc. ("MailCoups") and operates as a subsidiary
of ADVO. The new subsidiary, operating under the trade name of Super Coups, is
a leader in creating and distributing attractive, cost-effective targeted
coupons in a distinctive envelope format for local neighborhood merchants via
an extended network of franchise owners. At the end of fiscal 1999, MailCoups
had approximately 398 franchise units in 27 states and directly employed
approximately 140 people.
2
Mailing List
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 117
million delivery points (constituting nearly all of the households in the
United States) and was used by the U.S. Census Bureau as a base for developing
the mailing list for its 1980 and 1990 census questionnaire mailings. For the
upcoming 2000 census, Congress amended federal law to permit the Census Bureau
to work directly with the USPS for mailing list development. The Company's
management believes that the list is particularly valuable and that
replication in its entirety by competitors would be extremely difficult and
costly. The list enables the Company to target mailings to best serve its
customers.
Bimonthly, ADVO receives the latest release of delivery point information
from the USPS. During the off months, ADVO receives a file release, which
includes only significant changes or approximately five to ten percent of the
base file. Included in these releases is information that indicates whether
the address is still occupied, whether the address still exists at all (i.e.,
demolished buildings) and any new addresses included in the ZIP Code (i.e.,
new construction). The USPS also indicates to ADVO changes in the walk
sequence order of addresses, which allows ADVO to qualify for the lowest
possible postage rates. The USPS provides these updates to any user for a fee,
provided that the user's list is at least 90% accurate on a ZIP Code basis.
ADVO believes its list is nearly 100% accurate.
Customer Base
Typically, the Company's customers are those businesses whose products and
services are used by the general population. These businesses (supermarkets,
fast food, drug stores, discount and department stores and consumer products
manufacturers) require continuous advertising to a mass audience. No one
customer accounted for more than 4% of the Company's sales in fiscal 1998 or
1997. In fiscal 1999, due to the consolidation of two of the Company's
customers, no one customer accounted for more than 7% of the Company's sales.
Operations
Customers' advertising circulars are processed by approximately 2,100
production employees who work at 19 mail processing facilities which are
strategically located throughout the nation. Inserting machines (which combine
the individual advertising pieces into the mailing packages), addressing and
labeling, and quarter-folding equipment are the principal pieces of equipment
used to process the Company's products and services. At several of the
Company's production facilities, the Alphaliner, a new computerized mail
sorter, is being utilized. The Alphaliner offers higher speed and capacity,
enhanced productivity, computerized controls which automates order processing,
electronically integrates with other machines, and links to ADVO's order
fulfillment system. The Company has begun the process of integrating the
Alphaliner technology into many of its mail processing facilities. Conversion
of the remaining facilities will continue over the next two to three years.
In all 19 of ADVO's mail processing facilities, the USPS accepts and
verifies the Company's mail to help ensure rapid package acceptance and
distribution, which benefits both the USPS and the Company. In most instances,
the mail is then shipped by the Company to the destination office of the USPS
for final delivery.
MailCoups operates a cooperative direct mail coupon envelope advertising
business by performing printing and distribution services for the franchisees
at their one production facility.
The Company entered into an agreement with Integrated Systems Solution
Corporation, now known as IBM Global Services ("IBM"), to provide systems
development and technical support to the Company. As a result of this
outsourcing, ADVO's computer center moved from Hartford to IBM Global
3
Services' computer center located in Southbury, Connecticut. The Company's
branches are on-line with this computer center which enables the day-to-day
processing functions to be performed and provides corporate headquarters with
management information. The systems include: order processing and production
control, transportation/distribution, address list maintenance, market
analysis, label printing and distribution, billing and financial systems, and
carrier routing of addresses received from customer files and demographic
analyses. The Company also has agreements with IBM to provide for a customer
support center and server farm management services.
Competition
In general, the printed advertising market is highly competitive with
companies competing primarily on the basis of price, speed of delivery and
ability to target selected potential customers on a cost-effective basis.
ADVO's competitors for the delivery of retail and other printed advertising
are numerous, and include newspapers, regional and local mailers, direct
marketing firms, "shoppers" and "pennysavers."
Newspapers represent the Company's most significant and direct competition.
Through the distribution of preprinted circulars, classified advertising and
run of press advertising ("ROP"), newspapers have been the traditional and
dominant medium for advertising by retailers for many years. Insertion rates
are highly competitive and many newspapers' financial resources are
substantial.
ADVO's principal direct marketing competitors are other companies with
residential lists and similar cooperative mailing programs. These companies
have a significant presence in many of the Company's markets and represent
competition to the Company's Marriage Mail(R) programs in those markets.
There are local mailers in practically every market of the country. In
addition to local mailers, there are many local private delivery services such
as shoppers and pennysavers which compete by selling ROP advertisements and
classified advertisements. ADVO believes that it competes effectively in its
various markets.
Seasonality
ADVO's business generally follows the trends of retail advertising spending.
The Company has historically experienced higher revenues in the second half of
the calendar year.
Research and Development
Expenditures of the Company in research and development during the last
three years have not been material.
Environmental Matters
The Company believes that it is substantially in compliance with all
regulations concerning the discharge of materials into the environment, and
such regulations have not had a material effect on the capital expenditures or
operations of the Company.
Raw Materials
The Company manages approximately 45,000 tons of paper per year through its
printing network on behalf of its print vendors. ADVO has agreements with
various paper suppliers and print vendors to assure the supply of proper paper
grades at competitive prices.
Employees
As of September 25, 1999, the Company had a total of approximately 4,300
full and part-time employees. ADVO also uses outside temporary employees,
particularly during busy seasons.
4
ADVO has one union contract, covering production employees in the Hartford,
Connecticut branch. The Company believes that its relations with its employees
are satisfactory.
Forward Looking Statements
This Report on Form 10-K contains certain forward looking statements
regarding the Company's results of operations and financial position within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward looking statements are based on current information and
expectations and are subject to risks and uncertainties which would cause the
Company's actual results to differ materially from those in the forward
looking statements. Such risks and uncertainties include but are not limited
to: changes in customer demand and pricing; the possibility of consolidation
throughout the retail sector, postal and paper prices; possible governmental
regulation or legislation affecting aspects of the Company's business; the
efficiencies achieved with technology upgrades; the amount of shares the
Company will purchase in the future under its buyback program; the risks
associated with the transition into Year 2000; fluctuations in interest rates
related to the outstanding debt; and other general economic factors.
ITEM 2. Properties
ADVO does not own any real estate except for its corporate headquarters. The
corporate headquarters, located in Windsor, Connecticut, consist of two
buildings totaling approximately 136,000 square feet. The Company leases 20
production facilities, including the MailCoups facility, and approximately 65
sales offices (which excludes the sales offices that are located in the mail
processing facilities) throughout the United States. The Company believes its
facilities are suitable and adequate for the purposes for which they are used
and are adequately maintained.
ITEM 3. Legal Proceedings
ADVO is party to various lawsuits and regulatory proceedings which are
incidental to its business and which the Company believes will not have a
material adverse effect on its consolidated financial condition, liquidity or
results of operations.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position With Company
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Gary M. Mulloy.......... 54 Chairman and Chief Executive Officer
Myron L. Lubin.......... 59 Executive Vice President--Marketing and Sales
Donald E. McCombs....... 43 Executive Vice President and Chief Financial Officer
Jack S. Dearing......... 45 Senior Vice President--Operations
Henry S. Evans.......... 46 Senior Vice President--Strategic Business Development
Vince Giuliano.......... 52 Senior Vice President--Government Relations
Helen Hodack ........... 43 Senior Vice President--Client Logistics
Mardelle Pena........... 47 Senior Vice President--Chief Human Resources Officer
A. Brian Sanders........ 38 Senior Vice President--Sales and Client Marketing
David Stigler........... 56 Senior Vice President--Chief Legal and Public Affairs
Officer and General Counsel
B. Kabe Woods........... 44 Senior Vice President--Chief Information Officer
Julie A. Abraham........ 41 Vice President and Controller
Christopher T. Hutter... 33 Vice President--Treasurer and Investor Relations
5
Mr. Mulloy became Chairman of the Board on June 28, 1999 and Chief Executive
Officer on January 1, 1999. From November 1996 to December 1998, he was
President and Chief Operating Officer. Mr. Mulloy was elected to the Board of
Directors on December 3, 1996. From 1990 to October 1996, he was President and
Chief Executive Officer of Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care.
Mr. Lubin became Executive Vice President--Marketing and Sales on October
29, 1998. From December 1995 to October 1998, he was Senior Vice President--
Chief Sales Officer. Prior to that, he was Senior Vice President--Western
Division President from January 1990 to November 1995.
Mr. McCombs became Executive Vice President and Chief Financial Officer on
December 3, 1998. From November 1997 to November 1998, he was Senior Vice
President and Chief Financial Officer. Prior to that, from 1989 to October
1997, he was Vice President--Financial Planning and Measurement.
Mr. Dearing became Senior Vice President--Operations on June 14, 1999. From
February 1998 to June 1999, he was Vice President of Resource Management and
Logistics. Prior to that, he was Senior Director of Operations at Anchor Glass
Container Corporation from December 1995 to February 1998. From 1993 to 1995
he held various management positions at Corning, Inc.
Mr. Evans became Senior Vice President--Strategic Business Development on
June 14, 1999. From August 1997 to June 1999, he was Senior Vice President--
Operations. Prior to that, he was Senior Vice President of Operations with
Anchor Glass Container Corporation from 1992 to 1997.
Mr. Giuliano has been Senior Vice President--Government Relations since
October 28, 1996. From April 1983 to October 1996 he was Vice President--
Government Relations.
Ms. Hodack became Senior Vice President--Client Logistics on January 1,
1999. From December 1996 to October 1998, she was Senior Vice President of
Customer Management for Data Broadcasting Corporation, an Internet-based
provider of real-time financial information. Prior to that, she was Senior
Vice President, Logistics for Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care from September 1993 to October 1996.
Ms. Pena. has been Senior Vice President--Chief Human Resources Officer
since August 1997. From May 1994 to August 1997, she was Vice President--Human
Resources. Prior to that, she held various management positions at the Company
since January 1991.
Mr. Sanders became Senior Vice President--Sales and Client Marketing on
February 11, 1999. From May 1997 to February 1999 he was Senior Vice
President--Chief Marketing Officer. For the five years prior to that, he held
several executive positions at Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care.
Mr. Stigler has been Senior Vice President--Chief Legal and Public Affairs
Officer and General Counsel since January 1990. He has also served as the
Company's Secretary since August 1986.
Mr. Woods has been Senior Vice President--Chief Information Officer since
August 1997. From November 1995 to August 1997, he was Director--End User
Services of Lucent Technologies and from November 1993 to November 1995, he
was Chief Information Officer of AT&T Advanced Technology Systems. In
addition, for a short time in 1995 he held the concurrent position of Chief
Information Officer of AT&T Multimedia Ventures and Technology.
Ms. Abraham has been Vice President and Controller since October 1998. From
November 1997 to October 1998, she was Vice President--Financial Planning and
Investor Relations. From August 1995 to November 1997, she was Vice
President--Shared Financial Services. Prior to that, she held several other
financial management positions at the Company since April 1992.
6
Mr. Hutter became Vice President, Treasurer and Investor Relations on
October 28, 1999. From October 1998 to October 1999, he was Vice President,
Assistant Treasurer and Investor Relations. Prior to that, he was Director of
Financial Planning from April 1996 to October 1998. In addition, he held
several other financial management positions at the Company since June 1993.
The Company is not aware of any family relationships between any of the
foregoing officers and any of the Company's directors. Each of the foregoing
officers holds such office until his or her successor shall have been duly
chosen and shall have been qualified, or until his or her earlier resignation
or removal.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
ADVO's 1999 Annual Report to Stockholders includes on page 37 under the
caption "Quarterly Financial Data (Unaudited)" the reported high and low
market prices of ADVO's common stock for the past two fiscal years, and such
information is incorporated herein by reference and made a part hereof (see
Exhibit 13).
During the fiscal years ended September 25, 1999, September 26, 1998, and
September 27, 1997, the Company declared no cash dividends. The Company is
currently subject to debt covenants regarding future cash dividends exceeding
$.025 per share as stipulated in its credit agreement dated September 29,
1997, with Chase Manhattan Bank.
The closing price as of November 26, 1999 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $20 1/8 per share. The approximate number of holders of
record of the common stock on November 26, 1999 was 755.
During fiscal 1999, the Company engaged in no sales of its securities that
were not registered under the Securities Act of 1933, as amended.
ITEM 6. Selected Financial Data
The information required by this item is included in ADVO's 1999 Annual
Report to Stockholders on page 20 under the caption "Selected Financial Data"
and is incorporated herein by reference and made a part hereof (see Exhibit
13).
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is included in ADVO's 1999 Annual
Report to Stockholders on pages 21 through 26 under the caption "Financial
Report" and is incorporated herein by reference and made a part hereof (see
Exhibit 13).
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included in ADVO's 1999 Annual
Report to Stockholders on pages 24 and 25 under the caption "Market Risk" and
is incorporated herein by reference and made a part hereof (see Exhibit 13).
ITEM 8. Financial Statements and Supplementary Data
ADVO's consolidated financial statements, together with the Report of
Independent Auditors thereon dated October 19, 1999, appearing on pages 27
through 38 of ADVO's 1999 Annual Report to Stockholders, are incorporated
herein by reference and made a part hereof (see Exhibit 13).
7
The selected quarterly information required by this item is included under
the caption "Quarterly Financial Data (Unaudited)" on page 37 of ADVO's 1999
Annual Report to Stockholders and is incorporated herein by reference and made
a part hereof (see Exhibit 13).
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by this item, to the extent not included under the
caption "Executive Officers of the Registrant" in Part I of this Annual Report
on Form 10-K, appears on pages 3 and 4 of the Company's definitive proxy
statement dated December 16, 1999 for the annual meeting of stockholders to be
held on January 20, 2000 (the "Proxy Statement"), under the caption "Election
of Directors," and on page 6 of the Proxy Statement under the subcaption
"Section 16(a) Beneficial Ownership Reporting Compliance", and is incorporated
herein by reference and made a part hereof.
ITEM 11. Executive Compensation
The information required by this item is included under the caption
"Executive Compensation" on pages 7 through 18 (except for those portions
appearing under the subcaptions "Report of the Compensation Committee" and
"Company Financial Performance"), and "Governance of the Company" on pages 2
and 3, of ADVO's Proxy Statement and is incorporated herein by reference and
made a part hereof.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is included under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" on page 2 and on pages 5 and 6, respectively, of ADVO's Proxy
Statement and is incorporated herein by reference and made a part hereof.
ITEM 13. Certain Relationships and Related Transactions
The information required by this item is included under the caption "Related
Party Transactions" on pages 18 and 19 of ADVO's Proxy Statement and in
footnote 10 under the caption "Security Ownership of Management" on pages 5
and 6 of ADVO's Proxy Statement and is incorporated herein by reference and
made a part hereof.
8
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports On Form 8-K
(a)(1) Financial Statements. See the Index to Financial Statements and
Financial Statement Schedules on page F-1.
(2) Financial Statement Schedules. See the Index to Financial Statements
and Financial Statement Schedules on page F-1.
(3) Exhibits. The following is a list of the exhibits to this Report:
Exhibit No. Exhibit Where Located
- ----------- ------- -------------
3(a) Restated Certificate of Incorporation Incorporated by reference to Exhibit
of ADVO. 3(a) to the Company's Form 10 filed on
September 15, 1986 (No. 1-11720.)
3(b) Restated By-laws of ADVO. Incorporated by reference to Exhibit
3(b) to the Company's Form 8-K dated
July 21, 1999.
4(a) Stockholder Protection Rights Incorporated by reference to Exhibit
Agreement, dated as of February 5, 4.1 of the Company's Form 8-K dated
1993, between the Company and Mellon February 5, 1993.
Securities Trust Company, as Rights
Agent, including Exhibit A and Exhibit
B.
10(a) The ADVO Savings Continuation Plan, Incorporated by reference to Exhibit
effective January 1, 1988.* 10(n) to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 24, 1988.
10(b) Executive Severance Agreements, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(m) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 30, 1995.
10(c) Information Technology Agreement dated Incorporated by reference to Exhibit
as of July 16, 1996 between ADVO and 10(o) to the Company's Annual Report
Integrated Systems Solutions on Form 10-K for the fiscal year ended
Corporation. September 28, 1996.
10(d) Executive Severance Agreement, dated Incorporated by reference to Exhibit
November 4, 1996 between ADVO and Gary 10(m) to the Company's Annual Report
M. Mulloy.* on Form 10-K for the fiscal year ended
September 28, 1996.
10(e) Executive Severance Agreement dated Incorporated by reference to Exhibit
May 19, 1997 between ADVO and A. Brian 10(k) to the Company's Annual Report
Sanders.* on Form 10-K for the fiscal year ended
September 27, 1997.
10(f) Amended and Restated Credit Agreement Incorporated by reference to Exhibit
dated September 29, 1997 between ADVO 99(b) of the Company's Form 8-K dated
and a syndicate of lenders led by September 29, 1997.
Chase Manhattan Bank as Administrative
Agent.
9
Exhibit No. Exhibit Where Located
- ----------- ------- -------------
10(g) Executive Severance Agreement dated Incorporated by reference to Exhibit
November 7, 1997 between ADVO and 10(m) to the Company's Annual Report
Donald E. McCombs.* on Form 10-K for the fiscal year ended
September 27, 1997.
10(h) Employment Agreement dated July 31, Incorporated by reference to Exhibit
1998 between ADVO and Gary M. Mulloy.* 10(m) to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 26, 1998.
10(i) Executive Severance Agreements dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(n) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(j) Executive Severance Agreement dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(o) to the Company's Annual Report
David Stigler.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(k) Executive Severance Agreement dated Incorporated by reference to Exhibit
July 1, 1997 between ADVO and Mardelle 10(p) to the Company's Annual Report
Pena.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(l) Executive Severance Agreement dated Incorporated by reference to Exhibit
July 30, 1997 between ADVO and Henry 10(q) to the Company's Annual Report
S. Evans.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(m) Executive Severance Agreement dated Incorporated by reference to Exhibit
August 6, 1997 between ADVO and B. 10(r) to the Company's Annual Report
Kabe Woods.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(n) Consulting Agreement dated December 1, Incorporated by reference to Exhibit
1998 between ADVO and Robert 10(s) to the Company's Annual Report
Kamerschen.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(o) 1998 Incentive Compensation Plan.* Incorporated by reference to Exhibit A
to the Company's definitive Proxy
Statement for the annual meeting held
on January 21, 1999.
10(p) Executive Severance Agreement dated Incorporated by reference to Exhibit
January 1, 1999 between ADVO and Helen 10 to the Company's Form 10-Q for the
Hodack.* quarter ended June 26, 1999.
10(q) Executive Severance Agreement dated Filed herewith.
September 20, 1999 between ADVO and
John S. Dearing.*
10(r) Executive Severance Agreement dated Filed herewith.
September 27, 1999 between ADVO and
Christopher T. Hutter.*
10
Exhibit No. Exhibit Where Located
- ----------- ------- -------------
13 1999 Annual Report to Stockholders. Furnished herewith; however, such re-
port, except for those portions
thereof which are expressly incorpo-
rated by reference into this Annual
Report on Form 10-K, is for the in-
formation of the Commission and is
not deemed "filed."
21 Subsidiaries of the Registrant. Filed herewith.
23 Consent of Independent Auditors. Filed herewith.
24 Power of Attorney. See signature page.
27 Financial Data Schedule. Filed herewith.
- --------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to item 14(c) of this report.
(b) Reports on Form 8-K.
A report on Form 8-K dated July 21, 1999, was filed by the Company during
the quarter ended September 25, 1999. The Form 8-K reported under item 5
thereof the Board of Directors' adoption of amendments to the Company's
Restated By-laws.
A report on Form 8-K dated September 23, 1999 was filed by the Company
during the quarter ended September 25, 1999. The Form 8-K reported under item
5 thereof the Company's announcement of a new stock repurchase program for up
to 1 million shares through September 30, 2000. This program added one million
shares to the approximately 200,000 shares remaining from the prior buyback
program announced in March 1999, bringing the total remaining authorization to
1,200,000 shares.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
December 16, 1999
Date: _______________________________ ADVO, Inc.
/s/ Julie A. Abraham
By: _________________________________
Julie A. Abraham
Vice President and
Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Each person whose
signature appears below hereby constitutes David M. Stigler and Julie A.
Abraham, and each of them singly, such person's true and lawful attorneys,
with full power to them and each of them, to sign for such person and in such
person's name and capacity as indicated below, any and all amendments to this
report, hereby ratifying and confirming such person's signature as it may be
signed by said attorneys to any and all amendments.
Date Signature Title
December 16, 1999 /s/ Gary M. Mulloy Chairman, Chief Executive
---------------------------- Officer and Director
Gary M. Mulloy (Principal Executive
Officer)
December 16, 1999 /s/ Donald E. McCombs Executive Vice President
---------------------------- and Chief Financial
Donald E. McCombs Officer (Principal
Financial Officer)
December 16, 1999 /s/ Julie A. Abraham Vice President and
---------------------------- Controller (Principal
Julie A. Abraham Accounting Officer)
December 16, 1999 /s/ Bruce Crawford Director
----------------------------
Bruce Crawford
December 16, 1999 /s/ David F. Dyer Director
----------------------------
David F. Dyer
December 16, 1999 /s/ Jack W. Fritz Director
----------------------------
Jack W. Fritz
December 16, 1999 /s/ Howard H. Newman Director
----------------------------
Howard H. Newman
December 16, 1999 /s/ John R. Rockwell Director
----------------------------
John R. Rockwell
December 16, 1999 /s/ John L. Vogelstein Director
----------------------------
John L. Vogelstein
12
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
----
Report of independent auditors........................................... *
Consolidated statements of operations for the years ended September 25,
1999, September 26, 1998 and September 27, 1997......................... *
Consolidated balance sheets at September 25, 1999 and September 26,
1998.................................................................... *
Consolidated statements of cash flows for the years ended September 25,
1999, September 26, 1998 and September 27, 1997......................... *
Consolidated statements of changes in stockholders' deficiency for the
years ended September 25, 1999, September 26, 1998, and September 27,
1997.................................................................... *
Notes to consolidated financial statements............................... *
Consolidated Schedules
II-Valuation and Qualifying Accounts................................... F-2
All other schedules have been omitted since the required information is not
present.
- --------
* Incorporated herein by reference from pages 27 to 38 of the ADVO, Inc. 1999
Annual Report to Stockholders.
F-1
ADVO, Inc.
Schedule II -- Valuation and Qualifying Accounts
(In thousands)
Column A Column B Column C Column D Column E
-------- ------------ --------------------- ---------- ----------
Additions
---------------------
Balance at Charged to Charged to Deductions Balance at
beginning of costs and other from end of
Description period expenses accounts reserves period
----------- ------------ ---------- ---------- ---------- ----------
Year ended September 27,
1997:
Allowances for sales
adjustments............ $ 2,836 $ -- $ 4,889(b) $ 5,143 $ 2,582
Allowances for doubtful
accounts............... 1,390 5,374 -- 4,186(a) 2,578
Restructuring reserve... 2,059 -- -- 1,711 348
Accumulated amortization
Goodwill............... 1,422 392 -- -- 1,814
Accumulated amortization
Intangibles............ 5,290 729 -- -- 6,019
------- ------ ------- ------- -------
$12,997 $6,495 $ 4,889 $11,040 $13,341
======= ====== ======= ======= =======
Year ended September 26,
1998:
Allowances for sales
adjustments............ $ 2,582 $ -- $ 2,787(b) $ 3,373 $ 1,996
Allowances for doubtful
accounts............... 2,578 4,459 -- 4,409(a) 2,628
Restructuring reserve... 348 -- -- 61 287
Accumulated amortization
Goodwill............... 1,814 564 -- -- 2,378
Accumulated amortization
Intangibles............ 6,019 710 -- -- 6,729
------- ------ ------- ------- -------
$13,341 $5,733 $ 2,787 $ 7,843 $14,018
======= ====== ======= ======= =======
Year ended September 25,
1999:
Allowances for sales
adjustments............ $ 1,996 $ -- $ 5,606(b) $ 5,610 $ 1,992
Allowances for doubtful
accounts............... 2,628 5,088 -- 5,603(a) 2,113
Restructuring reserve... 287 -- -- 168 119
Accumulated amortization
Goodwill............... 2,378 784 -- -- 3,162
Accumulated amortization
Intangibles............ 6,729 726 -- -- 7,455
------- ------ ------- ------- -------
$14,018 $6,598 $ 5,606 $11,381 $14,841
======= ====== ======= ======= =======
- --------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
F-2