Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended June 30, 1995.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________
Commission File No. 1-5064
JOSTENS, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(612) 830-3300
-----------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
--------------------- -----------------------------------------
Common Shares, $.33 1/3 par value New York Stock Exchange, Inc.
Common Share Purchase Rights New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of voting stock held by nonaffiliates of the
Registrant on September 6, 1995, was $1,050,875,896. The number of shares
outstanding of Registrant's only class of common stock on September 6, 1995, was
45,571,855.
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K
------------------------------------------- --------------------------
Annual Report to Shareholders for Parts II and IV
The Year Ended June 30, 1995.
Proxy Statement for Annual Meeting of Parts I and III
Shareholders to be held October 26, 1995
PART I
Item 1. BUSINESS
(a) The Company is a Minnesota corporation, incorporated in 1906. The Company
provides products and services that help people celebrate achievement,
reward performance, recognize service and commemorate experiences
throughout their lives. Products and services include: yearbooks, class
rings, graduation products, student photography packages, customized
business performance and service awards, sports awards and customized
affinity products.
In August 1995, Jostens offered to repurchase up to 6.1 million of its
common shares through a Modified Dutch Auction tender offer. Under the
offer, which expired September 1, 1995, shareholders had the option to
tender shares at a price range of $21.50 to $24.50 per share. The Company
purchased just over 7 million shares of its common stock for $24 per share,
the maximum allowed under the terms of the tender offer. The repurchase
was funded from the Company's cash and short-term investment balance, as
well as short-term borrowings.
In June 1995, Jostens sold its Jostens Learning Corp. (JLC) curriculum
software subsidiary to a group led by Bain Capital, Inc. for $50 million in
cash, a $36 million note maturing in eight years and a separate $4 million
note convertible into 19 percent of the equity of Jostens Learning, subject
to dilution in certain events. The transaction gain of $11.1 million ($5.8
million after tax) was deferred in accordance with the Securities and
Exchange Commission Staff Accounting Bulletin No. 81, Gain Recognition on
the Sale of a Business or Operating Assets to a Highly Leveraged Entity.
The gain will be deferred until cash flows from the operating activities of
JLC are sufficient to fund debt service, dividend or any other covenant
requirements.
In the fourth quarter of fiscal 1994, the Company recorded an $8.5 million
restructuring charge ($5.1 million after tax, or 12 cents per share)
related to continuing operations, covering headcount reductions in the
general and administrative functions. As a result of a study of corporate
overhead costs in 1994, the Company eliminated approximately 125 positions
to achieve the desired management organization. Jostens also recorded a
restructuring charge of $60.9 million ($40.2 million after tax, or 88 cents
per share) related to JLC, which has been reclassified as part of
discontinued operations. The restructuring charge relating to JLC included
$39.1 million to focus its product development, $7.3 million to exit both
direct and indirect investments in three ancillary lines of business, $4.1
million to exit the hardware sales and service business, and $10.4 million
for work-force reductions.
In the third quarter of fiscal 1994, the U.S. Photography business closed
leased facilities in Clinton, Mississippi, and Lake Forest, California, and
transferred production in fiscal 1995 to owned facilities in Webster, New
York; Jackson, Mississippi and Winnipeg, Manitoba.
In January 1994, Jostens sold its Sportswear business to a subsidiary of
Fruit of the Loom for $46.7 million in cash. Jostens recognized an $18.5
million gain ($11 million after tax) on the sale, primarily because the
Sportswear business had been written down by $15 million to its estimated
net realizable value in the fiscal 1993 restructuring.
In the fourth quarter of fiscal 1993, the Company recorded a $40.2 million
($25.3 million after tax, or 56 cents per share) restructuring charge
related to continuing operations. The charge included $26.7 million for
restructuring the Photography business, of which $7.9 million related to
goodwill write-offs ($5.6 million relating to the Portrait World
acquisition in 1989 and $2.3 million in various smaller Photography
intangibles), $12.8 million related to plant shutdowns and $6 million
related primarily to write-offs of abandoned receivables from independent
sales representatives and dealers. The remaining $13.5 million of
restructuring charges included $4.8 million primarily for headcount
reductions and relocation expenses, and $8.7 million primarily for sales
force restructuring and policy changes, including write-offs of abandoned
receivables from terminated independent sales representatives. The
accounts receivable balances, which would have ordinarily been collectible
in the absence of the changes in the sales force, were abandoned as part of
the territory consolidations and sales force terminations resulting from
the sales force restructuring. The Company also recorded in 1993 a
restructuring charge of $10.4 million ($8.3 million after tax, or 18 cents
per share) related to JLC, which has been reclassified as part of
discontinued operations. The restructuring charge included $5 million for
the write-off of certain software development costs, as well as $5.4
million for work-force reductions. Prior to reclassification, the 1993
restructuring also included $15 million to write down the carrying value of
the Sportswear business to its net realizable value. The $15 million
related to the sale of Sportswear in 1994 was reclassified as part of a
discontinued operation.
There have been no material changes during fiscal 1995 in the mode in which
the Company has conducted its business.
(b) The Company's operations are classified into two business segments: school-
based recognition products and services (School Products) and longevity and
performance recognition products and services for businesses (Recognition).
Business segment financial information is in the financial statement
footnote "Business Segment Information" on pages 34 and 35 of the 1995
Annual Report to Shareholders.
(c) The Company's two business segments sell their products in elementary
schools, high schools, colleges and businesses in the 50 United States and
some foreign countries through a sales force of over 1,200 independent
representatives. In fiscal 1995, the Company had a discontinued operation
(JLC), which produced educational software for students in kindergarten
through grade 12. In fiscal 1994, the Company had a discontinued operation
(Sportswear), which manufactured and marketed decorated sportswear to
retail outlets and schools.
SCHOOL PRODUCTS SEGMENT
-----------------------
School Products recognizes individual and group achievement and affiliation
primarily in the academic market. School Products comprises five businesses:
Printing & Publishing, Jewelry, Graduation Products, U.S. Photography and
Jostens Canada. The School Products segment sales of $565 million in 1995
included these five lines of business and $8.5 million in other sales.
Printing & Publishing: Jostens manufactures and sells student-created yearbooks
in elementary schools, junior high schools, high schools and colleges.
Independent sales representatives work closely with each school's yearbook staff
(both students and a faculty adviser), assisting with the planning, editing,
layout and printing scheduling until the book is completed. Jostens sales
representatives work with the faculty advisers to renew yearbook contracts each
year. This business also provides commercial printing of annual reports,
brochures, and promotional books and materials. Printing and Publishing
contributed 36% of sales volume of this segment in fiscal 1995 and approximately
35% in 1994 and 1993.
Jewelry: Jostens manufactures and sells rings representing a graduating class
primarily to high school and college students. This product contributed
approximately 27% of the sales volume of this segment in fiscal 1995, 1994 and
1993. Most schools have only one supplier to its students each year. Rings may
be sold through bookstores, other campus stores, retail jewelry stores as well
as within the school through temporary order-taking booths. Jostens, through its
independent sales representatives, manages the entire process of interacting
with the student through ring design, promotion, ordering and presentation to
relieve school officials of any administrative burden connected with students
purchasing this symbol of achievement.
Graduation Products: Jostens manufactures and sells graduation announcements,
diplomas and caps and gowns to students and administrators in high schools and
colleges. This product group contributed approximately 24%, 23% and 22% of sales
to this segment in fiscal years 1995, 1994 and 1993, respectively. Jostens
independent sales representatives make calls on schools and sales are taken
through temporary order-taking booths.
Photography: Jostens U.S. provides student pictures and senior portraits to
elementary and high school students through its sales force and dealer network,
which arrange the sittings/shootings at individual schools or in their own
studios. This business contributed approximately 4% of sales to this segment in
fiscal 1995 and approximately 5% in fiscal 1994 and 1993. Jostens processes the
photos at its plants in the U.S. and Canada.
Jostens Canada: Jostens is the leader in school photography, yearbooks and
class rings in Canada. This product group contributed approximately 7% of sales
to this segment in fiscal 1995, 8% in fiscal 1994 and 9% in fiscal 1993.
MARKETS: School Products serves elementary schools, middle schools, high
schools, colleges, alumni associations and other organizations in the United
States and Canada through approximately 1,100 independent sales representatives.
Jostens also maintains an international sales force covering about 50 countries
servicing primarily American schools and military installations.
PRODUCTS: School products include elementary through college yearbooks,
commercial printing, desktop publishing curriculum kits, class rings, graduation
caps and gowns, graduation announcements and accessories, diplomas, individual
and group school pictures, group photographs for youth camps and organizations,
and senior graduation portraits.
SALES FORCE: The School Products segment markets its products primarily through
independent sales representatives. Approximately 425 persons are dedicated to
selling class rings and graduation products, 325 to yearbooks and 350 to
photography.
SEASONALITY: This product segment experiences a strong Seasonality concurrent
with the school year with 40-50% of full-year sales occurring in the fourth
quarter. The business generally requires short-term financing during the course
of the fiscal year. In 1995, the Company's strong cash position eliminated the
need for short-term borrowing. Jostens will again require seasonal financing in
1996 due to the share repurchase.
COMPETITION: The business of the School Products segment is highly competitive,
primarily in the pricing, product development and marketing areas.
In the class ring business, the Company has two primary national competitors:
Town & Country (Balfour) and Herff Jones, both with distribution methods similar
to the Company's. The class ring business is also served through retail jewelry
stores, dominated by two companies: Commitment Jewelry Company with two lines
(ArtCarved and R. Johns), and Town & Country with one line (Gold Lance).
In the Graduation Products business, several national and numerous local and
regional competitors offer products similar to those of the Company.
Printing & Publishing competition is primarily made up of two national firms
(Herff Jones and Taylor Publishing) and two smaller regional firms (Walsworth
Publishing and Delmar Corporation). All compete on price, print quality, product
offerings and service. Technological offerings in the way of computer based
curricula are becoming a more significant market advantage.
In the Photography area, the Company competes with Olan Mills in the U.S.,
Lifetouch, and a variety of regional and locally owned and operated
photographers that process product in small batches in both Canada and the U.S.
The Company's strategy for competing with these companies is based on its
service and quality. On the basis of available information, the Company believes
that it has the largest U.S. market share in the following product areas: class
rings, yearbooks, diplomas, graduation announcements and caps and gowns, and the
largest market share of photography business in Canada.
RECOGNITION SEGMENT
-------------------
The Recognition segment helps companies promote and recognize achievement in
people's careers. It designs, communicates and administers programs to help
customers improve performance and employee service. Jostens provides products
and services that reflect achievements in service, sales, quality, productivity,
attendance, safety and retirements. It also produces awards for championship
team accomplishments and affinity products for associations.
This business manufactures and markets a wide variety of products sold primarily
to corporations and businesses in the United States and Canada. The products
manufactured by Recognition include customized and personalized jewelry, rings,
watches and engraved certificates. In addition, this business also remarkets
items manufactured by others for incorporation into programs sold to Recognition
customers. These products include items supplied by Lenox, Hartmann, Waterman,
Kirk Stieff and Oneida.
MARKETS: Recognition serves customers from small and mid-size companies to
global corporations, professional and amateur sports teams and special interest
associations.
PRODUCTS: Recognition offers a wide assortment of products and services tailored
to the needs of the organization it is serving. For global companies, Jostens
customizes programs to meet specific customer needs.
Standardized programs, such as New Generation and Reflections, provide small and
mid-size companies the same product and service features without complex
customization. Recognition enjoys exclusive product and personalization
distributor arrangements with such companies as Lenox/TM/ china and Hartmann/TM/
luggage for the service award marketplace.
SALES FORCE: Recognition sells its products through approximately 100
independent sales representatives who develop programs incorporating Recognition
products.
COMPETITION: The Recognition business competes primarily with O.C. Tanner and
the Robbins Company on a national basis as well as several regional recognition
companies. Recognition focuses on service and product offerings in competing
with these companies.
JOSTENS, INC. -- INFORMATION REGARDING ALL BUSINESSES
-----------------------------------------------------
BACKORDERS: Because of the nature of the Company's business, generally all
orders are filled within a few months from the time of placement. However, the
School Products Segment obtains student yearbook contracts in one fiscal year
for a significant portion of the yearbooks to be delivered in the next fiscal
year. Often the prices of the yearbooks are not established at the time of the
order because the content of the books may not have been finalized. Subject to
the foregoing qualifications, the Company estimates that as of June 30, 1995,
the backlog of orders related to continuing operations was approximately $231
million compared with $211 million a year earlier, primarily related to student
yearbooks. The Company expects most of the backlog orders to be confirmed and
filled within the current fiscal year.
ENVIRONMENTAL: The Company does not believe that compliance with federal, state,
and local provisions protecting the environment will have a material affect upon
its capital expenditures, earnings, or competitive position.
RAW MATERIALS: All of the raw materials used by the Company are available from
several sources. Gold is an important raw material and accounted for
approximately 10%, 9%, and 9%, respectively, of the Company's cost of products
sold in the fiscal years ended June 30, 1995, 1994 and 1993.
INTELLECTUAL PROPERTY: The Company has no patents, licenses, franchises or
concessions that are material to the Company as a whole, but does have a number
of proprietary trade secrets, trademarks and copyrights that it considers
important. In addition, licenses are an important part of certain aspects of the
Company's businesses; however, the loss of any license would not have a material
affect on the Company's operations.
SIGNIFICANT CUSTOMERS: No material part of any business of the Company depends
upon a single customer or very few customers.
FEDERAL GOVERNMENT CONTRACTS: No material portion of the Company's business is
subject to renegotiation of profits or the termination of contracts or
subcontracts at the election of the United States Government.
EMPLOYEES: At June 30, 1995, the total number of employees of the Company was
approximately 5,600 (not including independent sales representatives). Because
of seasonal fluctuations and the nature of the business, the number of employees
tends to vary.
(d) The Company's foreign sales are derived primarily from operations in Canada
and the United Kingdom. The accounts and operations of the Company's
foreign businesses are not material. Local taxation, import duties,
fluctuation in currency exchange rates and restrictions on exportation of
currencies are among risks attendant to foreign operations, but these risks
are not considered material with respect to the Company's business. The
profit margin on foreign sales is approximately the same as the profit
margin on domestic sales.
Item 2. PROPERTIES
----------
The principal plants, which are owned by the Company unless otherwise
noted, are as follows:
Approximate
Area in
Location Principal Products Square Feet
-------- ------------------ -----------
Attleboro, Massachusetts Class Rings 52,000
Denton, Texas Class Rings 57,000
Laurens, South Carolina Caps and Gowns 98,000
Simpsonville, South Carolina * Caps and Gowns 30,000
Porterville, California Graduation Products 92,000
Red Wing, Minnesota Graduation Products 132,000
Shelbyville, Tennessee Graduation Products 87,000
Burnsville, Minnesota * Scholastic Support 44,000
Edina, Minnesota * Scholastic Support 22,000
Owatonna, Minnesota ** Scholastic Support 154,000
Owatonna, Minnesota * Scholastic Support 24,000
Memphis, Tennessee Recognition Awards 67,000
Princeton, Illinois Recognition Awards 65,000
Sherbrooke, Quebec Recognition Awards 15,000
Clarksville, Tennessee *** Yearbooks 105,000
State College, Pennsylvania Yearbooks 66,000
Topeka, Kansas Yearbooks 236,000
Visalia, California Yearbooks 96,000
Winston-Salem, North Carolina *** Yearbooks/Commercial Printing 132,000
Anaheim, California * Photography Retail Office 12,000
Clinton, Mississippi * Photography Products 163,000
Jackson, Mississippi **** Photography Products 78,000
Pleasanton, California * Photography Retail Office 6,000
Webster, New York Photography Products 60,000
Webster, New York * Photography Products 10,000
Montreal, Quebec * Photography Products 7,000
Toronto, Ontario * Sales and General Offices 2,000
Winnipeg, Manitoba Photography and Yearbooks 69,000
Winnipeg, Manitoba * Class Rings 11,000
Lindon, Utah * Wicat General Offices 20,000
Surrey, England * Wicat General Offices 7,425
Executive offices are located in a general offices building owned by the
Company, which has approximately 116,000 square feet and is located in a
Minneapolis, MN suburb. A portion of this facility has been financed through
the issuance of revenue bonds.
Item 2. PROPERTIES (continued)
----------
* Represents leased properties with the following expiration dates. The
Company expects to renew those leases expiring in fiscal 1996.
Clinton 1997 (Still under lease, but plant closed)
Edina 1997 Burnsville 1997
Anaheim 1996 Owatonna 2001
Webster 1997 Pleasanton 1996
Montreal Toronto 2000
Plant 1996 Lindon 1998
Sales Office 1997 Surrey 2009
Winnipeg Simpsonville Month to Month
Ring Plant 1996
Extention of
Photo Plant 1996
General
Offices 1997
** Several locations.
*** Clarksville is leased under the terms of Industrial Revenue Bond issues
maturing in fiscal 1996 (see Long-Term Debt and Other Borrowings note in
the Company's annual report to shareholders for the year ended June 30,
1995). This lease obligation has been capitalized and reported as current
maturities on long-term debt in the financial statements.
**** Jackson plant closed and building for sale
Item 3. LEGAL PROCEEDINGS
-----------------
No material legal proceedings involving the Company or any
subsidiary as a defendant are pending or threatened.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information under the caption "Election of Directors" contained
on pages 2 through 6 of the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held on October 26, 1995, as
filed with the Securities and Exchange Commission is hereby
incorporated herein by reference. Executive officers of the
Registrant are as follows:
Years of
Service With
Name the Company Age Title and Business Experience
---- ------------ --- -----------------------------
Robert C. Buhrmaster 3 48 President and Chief Executive Officer
Mr. Buhrmaster joined the Company in December
1992 as Executive Vice President and Chief
Staff Officer. He was named President and
Chief Operating Officer in June 1993 and was
named to his current position in March 1994.
Prior to joining Jostens, Mr. Buhrmaster had
been with Corning, Inc. for 18 years serving
in various capacities, most recently as Senior
Vice President of Strategy and Business
Development.
Charles W. Schmid 2 52 Executive Vice President and General
Manager - Scholastic and Recognition
Mr. Schmid joined the Company in April 1994
as Senior Vice President and Chief Marketing
Officer. He was appointed to his current
position in August 1995. Prior to joining the
Company he was President and Chief Operating
Officer for Carlson Companies, Inc. From 1979
through 1991, Mr. Schmid served in various
executive capacities for Philip Morris
Companies, Inc., most recently as Senior Vice
President of Marketing for its Miller Brewing
Company.
Orville E. Fisher Jr. 20 51 Senior Vice President, General Counsel and
Secretary
Mr. Fisher joined the Company in 1975 as
General Counsel, was named Vice President,
General Counsel and Assistant Secretary in
1977. He assumed his present position in
1988.
John L. Jones 4 58 Senior Vice President - Human Resources
Mr. Jones joined the Company in January, 1992.
Prior to joining Jostens, he was Director of
Human Resources, Americas Operations of Xerox
Corporation, and had held various human
resource positions with Xerox since 1971.
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
--------------------------------------------------
Years of
Service With
Name the Company Age Title and Business Experience
---- ------------ --- -----------------------------
Trudy A. Rautio 2 42 Senior Vice President and Chief Financial
Officer
Ms. Rautio joined the Company in June 1993 as
Vice President-Finance and Administration of
the School Products Group. She was appointed to
Corporate Vice President and Controller in
August 1993, and Senior Vice President
President, Finance International and Strategic
Brand Development and earlier as Vice
President, Finance for Green Giant
G. Nichols Simonds 2 56 Senior Vice President and Chief Information
Officer
Mr. Simonds joined the Company in September
1993 as Vice President and Chief Information
Officer. He was appointed to his current
position in August 1995. Prior to joining the
Company he was Vice President, Information
Systems for Honeywell, Inc. From 1987 through
1990, Mr. Simonds was Director of Management
Information Systems at Chrysler Corporation.
Jack Thornton 17 42 Senior Vice President and General Manager -
Printing & Publishing / Photography / Jostens
Canada
Mr. Thornton has held several management
positions with Jostens since starting as a
personnel manager in 1978. He was promoted to
Operations Manager of the Printing and
Publishing Division in 1989 and Vice President
of Operations-School Products Group one year
later. He was named a Vice President for
Jostens in February 1991. He was appointed a
Senior Vice President of the School Products
Group in October 1992. He was appointed
General Manager of the Printing & Publishing
business in April 1993. He assumed his current
position in August 1995.
Item 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
--------------------------------------------------
Years of
Service With
Name the Company Age Title and Business Experience
---- ------------ --- -----------------------------
Greg S. Lea 2 43 Vice President and General Manager -
Colleges and Universities
Mr. Lea joined the Company in November 1993 as
Vice President - Total Quality Management. He
was named to his current position in June
1995. Prior to joining the Company, Mr. Lea
spent 19 years with International Business
Machines Corp. in various financial,
operations and quality positions, most
recently as Director of Market Driven Quality
for IBM's AS/400 Division.
Guy M. Marsala 1 44 Vice President and General Manager -
Scholastic
Mr. Marsala joined the Company in March 1995.
Prior to joining the Company he worked for ten
years for Pepsico, Inc. in various positions,
most recently as general manager for Southern
California.
Lee U. McGrath 1 39 Vice President and Treasurer
Mr. McGrath joined the Company in May 1995.
Prior to joining the Company he worked for six
years for H.B. Fuller Company in various
positions, most recently as assistant
treasurer.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
------------------------
The information under the captions "Unaudited Quarterly Financial
Data", contained on pages 37 and 38 and "Shareholder Inquiries" and
"Stock Exchange Listing" contained on page 41 in the Company's annual
report to shareholders for the year ended June 30, 1995, is
incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
-----------------------
The information under the caption "Five-Year Financial Summary"
contained on page 39 in the Company's annual report to shareholders
for the year ended June 30, 1995, is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------
The information under the caption "Management's Discussion and
Analysis" contained on pages 14 through 19 of the Company's annual
report to shareholders for the year ended June 30, 1995, is
incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The consolidated balance sheets of Jostens, Inc. as of June 30, 1995
and 1994, and the related statements of consolidated operations,
changes in shareholder's investment and cash flows for each of the
years in the three-year period ended June 30, 1995, together with the
related notes and the report of Ernst & Young LLP, independent
auditors, all contained on pages 20 through 36 of the Company's annual
report to shareholders for the year ended June 30, 1995, is
incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------
None.
PART III
Item 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
----------------------------------------
In addition to certain information as to executive officers of the
Company included in Part I of this Form 10-K, the information
contained on pages 2 through 6 of the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held October 26, 1995, with
respect to directors and executive officers of the Company, is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information under the caption "Executive Compensation" contained
on pages 8 through 13 of the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on October 26, 1995, as filed with
the Securities and Exchange Commission is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information under the caption "Shares Held by Directors and
Officers" on pages 6 through 7 of the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held October 26, 1995, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
None.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(a) 1. Financial Statements: The following financial statements of the
Company appearing on the indicated pages of the Annual Report to
Shareholders for the year ended June 30, 1995, are incorporated
herein by reference.
Pages in
Annual Report
-------------
Consolidated Balance Sheets -
June 30, 1995 and 1994 22 and 23
Statements of Consolidated Operations
for the Years Ended June 30,
1995, 1994, and 1993 21
Statements of Consolidated Changes
in Shareholders' Investment
for the Years Ended June 30,
1995, 1994, and 1993 25
Statements of Consolidated Cash
Flows for the Years Ended June 30,
1995, 1994, and 1993 24
Notes to Consolidated Financial
Statements 26 through 36
2. Financial Statement Schedule
Page in
10-K
-------
Schedule II - Valuation and
Qualifying Accounts S-1
Separate parent Company financial statements have been omitted
since the parent is primarily an operating Company and all
subsidiaries included in the consolidated financial statements are
wholly owned. All other schedules for which provision is made in
the applicable accounting regulations of the Securities and
Exchange Commission have been omitted as not required or not
applicable or the information required to be shown thereon is
included in the financial statements and related notes.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(continued)
3. Executive Agreements
The following agreement is an exhibit to this Annual Report on Form
10-K:
Executive Supplemental Retirement Agreement with John L. Jones.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
fourth quarter of the year ended June 30, 1995.
(c) Exhibits
3.a. Articles of Incorporation and Bylaws (Incorporated by
reference to Exhibit 3(a), contained in the Annual Report on
Form 10-K for the year ended June 30, 1993).
4.a. Rights Agreement dated August 9, 1988 between the Company
and Norwest Bank Minnesota, N.A. (incorporated by reference
to the Company's Form 8-A dated August 17, 1988, File No.
1-5064).
b. Form of Indenture, dated as of May 1, 1991, between Jostens,
Inc. and Norwest Bank Minnesota, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 contained in the
Company's Form S-3, File No. 33-40233).
10.a. Company's 1984 Stock Option Plan (incorporated by reference
to the Company's Registration Statement on Form S-8, File
No. 2-95076).
b. Company's 1987 Stock Option Plan (incorporated by reference
to the Company's Registration Statement on Form S-8, File
No. 33-19308).
c. Company's 1992 Stock Incentive Plan (incorporated by
reference to Exhibit 10(d) contained in the Annual Report on
Form 10-K for the year ended June 30, 1992).
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
--------------------------------------------------------------
(continued)
d. The Company's 1981 Performance Award Plan (incorporated by
reference to the Company's Form 8 dated May 2, 1991).
e. Form of Contract entered into with respect to Executive
Supplemental Retirement Plan (incorporated by reference to
the Company's Form 8 dated May 2, 1991).
f. Written description of the Company's Retired Director
Consulting Plan (incorporated by reference to the Company's
Form 8 dated May 2, 1991).
g. Form of Performance Share Agreement entered into with
respect to the Special Equity Performance Plan (filed
herewith).
h. Executive Supplemental Retirement Agreement with John L.
Jones (filed herewith).
i. Directors Deferred Compensation Plan (filed herewith).
11. Computation of earnings per share.
13. Annual Report to Shareholders for the year ended June 30,
1995.
21. List of Company's subsidiaries.
23. Consent of Independent Auditors.
27. Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
JOSTENS, INC.
Date: September 22, 1995
By /s/ Robert C. Buhrmaster
----------------------------------------------------
Robert C. Buhrmaster
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrants in
the capacities and on the dates indicated.
/s/ Robert C. Buhrmaster September 22, 1995
----------------------------------------------------
Robert C. Buhrmaster (Principal Executive Officer)
President and Chief Executive Officer and Director
/s/ Trudy A. Rautio September 22, 1995
----------------------------------------------------
Trudy A. Rautio (Principal Financial and Accounting
Officer)
Senior Vice President and Chief Financial Officer
/s/ Robert P. Jensen September 22, 1995
----------------------------------------------------
Robert P. Jensen
Chairman of the Board and Director
/s/ Lilyan H. Affinito September 22, 1995
----------------------------------------------------
Lilyan H. Affinito
Director
/s/ William A. Andres September 22, 1995
----------------------------------------------------
William A. Andres
Director
/s/ Mannie L. Jackson September 22, 1995
----------------------------------------------------
Mannie L. Jackson
Director
/s/ John W. Stodder September 22, 1995
----------------------------------------------------
John W. Stodder
Director
JOSTENS INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
-------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
-------------------------------------------------------------------------------------------------------------------
Additions
-------------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
-------------------------------------------------------------------------------------------------------------------
Reserves and allowances deducted from asset accounts:
-------------------------------------------------------------------------------------------------------------------
Allowances for uncollectible accounts:
Year ended June 30, 1995 $13,749 $ 3,552 $ - $ 8,252 (1) $ 9,049
Year ended June 30, 1994 $ 6,869 $10,576 (8) $ - $ 3,696 (2) $13,749
Year ended June 30, 1993 $ 5,681 $ 2,871 $ - $ 1,683 (2) $ 6,869
-------------------------------------------------------------------------------------------------------------------
Allowances for sales returns:
Year ended June 30, 1995 $ 6,719 $12,763 $ - $11,973 (3) $ 7,509
Year ended June 30, 1994 $ 8,733 $10,843 $ - $12,857 (3) $ 6,719
Year ended June 30, 1993 $ 7,813 $13,209 $ - $12,289 (3) $ 8,733
-------------------------------------------------------------------------------------------------------------------
SFAS No. 109 valuation allowances:
Year ended June 30, 1995 $ 3,642 $ - $ - $ 1,525 (4) $ 2,117
Year ended June 30, 1994 $ 3,547 $ 95 $ - $ - $ 3,642
Year ended June 30, 1993 $ 3,547 $ - $ - $ - $ 3,547
-------------------------------------------------------------------------------------------------------------------
Overdraft reserves:
Year ended June 30, 1995 $ 7,796 $ 1,943 $ - $ 3,582 (2) $ 6,157
Year ended June 30, 1994 $ 3,243 $ 4,553 (8) $ - $ - $ 7,796
Year ended June 30, 1993 $ 1,787 $ 1,456 $ - $ - $ 3,243
-------------------------------------------------------------------------------------------------------------------
Reserves and allowances added to liability accounts:
-------------------------------------------------------------------------------------------------------------------
Restructuring charges:
Year ended June 30, 1995 $39,821 $ - $ - $31,185 (5) $ 8,636
Year ended June 30, 1994 $38,203 $28,668 $ - $27,050 (6) $39,821
Year ended June 30, 1993 $ - $40,292 $ - $ 2,089 (7) $38,203
-------------------------------------------------------------------------------------------------------------------
Note (1) - Uncollectible accounts written off - net of recoveries ($5,796) plus
disposition of Jostens Learning ($2,456).
Note (2) - Uncollectible amounts written off - net of recoveries.
Note (3) - Returns processed against reserve.
Note (4) - Reduced for utilization of Jostens Learning NOL.
Note (5) - Payments ($21,090), Noncash items ($3,523), and disposition of
Jostens Learning ($6,572).
Note (6) - Payments ($12,050) and disposition of Sportswear business ($15,000).
Note (7) - Amounts paid.
Note (8) - Include change in estimate.
S-1