Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 2, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-5064
Jostens, Inc.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
- ------------------------------------------------- ------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
5501 Norman Center Drive, Minneapolis, Minnesota 55437
- ------------------------------------------------ ------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612-830-3300)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ---------------------------------- -----------------------------------------
Common Shares, $0.33 1/3 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
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 March 3, 1999, was $779,308,114. The number of shares outstanding
of Registrant's only class of common stock on March 3, 1999, was 35,134,930.
Documents Incorporated by Reference
Portions of the Registrant's 1998 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV; Portions of the Registrant's Proxy
Statement for Annual Meeting of Shareholders to be held April 22, 1999 are
incorporated by reference into Part III.
PART I
Item 1. BUSINESS
Jostens, Inc. ("Jostens" or the "company") was incorporated in 1906 under the
laws of the State of Minnesota. Jostens is a leading provider of products and
services that help people celebrate important moments, recognize achievements
and build affiliations. The company's products include yearbooks, class rings,
graduation products and school photography, as well as sports and employee
achievement awards.
In December 1998, the Board of Directors authorized the repurchase of up to $100
million shares of the company's common stock. Under the authorization, shares
may be repurchased periodically in the open market and through privately
negotiated transactions. The repurchase is to be funded from the company's cash,
short-term investments and short-term borrowings. A similar $100 million
repurchase program was authorized in July 1997 and completed in the fourth
quarter of 1998. Under this program the company repurchased 4.4 million shares,
including 3.6 million shares for $80 million in 1998. In fiscal year 1996, the
company repurchased 7 million shares for $169 million.
In June 1995, the company sold its Jostens Learning Corp. (JLC) curriculum
software subsidiary to a group led by Bain Capital, Inc. As partial
consideration for the sale, Jostens received two notes, which were discounted
and recorded at their estimated fair values. In addition, the transaction gain
of $13.2 million was deferred in accordance with the SEC Staff Accounting
Bulletin No. 81, Gain Recognition on the Sale of a Business or Operating Assets
to a Highly Leveraged Entity. The company recorded $12.9 million on its
consolidated balance sheets representing the estimated fair value of the notes,
net of the deferred gain.
In January 1999, the company received information from JLC indicating to
management that the carrying value of the notes were permanently impaired. As a
result, the company wrote off $12 million in 1998 for the carrying value of the
notes, net of miscellaneous JLC-related assets and liabilities, plus $3.7
million of net deferred tax assets associated with the initial sale of JLC that
management does not expect to realize. In addition, the company did not record a
tax benefit related to the write-off because it is currently not expected to be
realized for tax purposes.
Jostens' operations are classified into two business segments based upon
products and services provided: school-based recognition products and services
(School Products) and longevity and performance recognition products and
services for business (Recognition). The School Products segment primarily
manufactures and sells to school and college students products and services
including yearbooks, class rings, graduation products and student photography
packages. The Recognition segment manufactures and sells customized sales,
service and business achievement awards. Business segment financial information
is contained in Note 9 of the Notes to Consolidated Financial Statements on
pages 39 through 41 of Jostens' 1998 Annual Report to Shareholders and is
incorporated herein by reference.
SCHOOL PRODUCTS SEGMENT
School Products recognizes individual and group achievement and affiliation
primarily in the academic market. School Products comprises four product lines:
Printing & Publishing, Jewelry, Graduation Products and Photography.
Printing & Publishing
The company manufactures and sells student-created yearbooks in elementary
schools, middle schools, high schools and colleges. The company's independent
and employee sales representatives and their associates 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 yearbook is
completed. The company's independent and employee sales representatives work
with the faculty advisers to renew yearbook contracts each year. The company
also prints commercial brochures, and promotional books and materials. Printing
& Publishing contributed approximately 39 percent of School Products segment
sales in 1998 and 1997 and 38 percent in 1996.
2
Jewelry
The company manufactures and sells class rings primarily to high school and
college students. This product line contributed approximately 30 percent of
School Products segment sales in 1998, 1997 and 1996. Many schools have only one
school-designated supplier to its students each year. Rings may be sold through
bookstores, other campus stores, retail jewelry stores and within the school
through temporary order-taking booths. The company, through its independent and
employee sales representatives, manages the process of interacting with the
students through ring design, promotion, ordering and presentation to relieve
school officials of administrative burden connected with students purchasing
this symbol of achievement.
Graduation Products
The company manufactures and sells graduation announcements and accessories,
diplomas and caps and gowns to students and administrators in high schools and
colleges. This product line contributed approximately 24 percent of School
Products segment sales in 1998, 1997 and 1996. Jostens independent and employee
sales representatives make calls on schools and sales are taken through
temporary order-taking booths, telemarketing programs and college bookstores.
Photography
Photography provides class and individual school pictures to students in
elementary, middle school and high school; high school senior portrait
photography; photography for proms and other special events; and other
photo-based products such as student ID cards. These services are provided
through an employee sales force and independent dealers, who arrange the
sittings/shootings at individual schools or in their own studios. This product
line contributed approximately 7 percent of School Products segment sales in
1998 and 8 percent in 1997 and 1996.
Seasonality
This segment experiences strong seasonal business swings concurrent with the
school year, with 40-45 percent of full-year sales and 55-65 percent of
full-year operating income occurring in the period from April to June. The
business generally requires short-term financing during the course of the year.
Competition
Consumers differentiate school products on the basis of price, quality,
marketing and service.
Printing & Publishing products competition is primarily made up of two national
firms (Herff Jones and Taylor Publishing) and one smaller regional firm
(Walsworth Publishing). All compete on the basis of price, print quality,
product offerings and service. Technological offerings in the way of computer
based publishing and curricula are becoming a more significant market
differentiator.
Customer service is particularly important in the sale of class rings because of
the high degree of customization and the emphasis on timely delivery. Class
rings with different quality and price points are marketed through different
channels. Jewelry products competition is primarily made up of two national
firms, Herff Jones and Commemorative Brands (CBI), which markets the Balfour and
ArtCarved brands. Herff Jones distributes its product in schools, in a manner
similar to the company's, while CBI distributes its product through multiple
distribution channels including schools, independent and chain jewelers and mass
merchandisers.
In Graduation Products, several national and numerous local and regional
competitors offer products similar to those of the company.
In Photography products, the company competes with Lifetouch, Herff Jones and a
variety of regional and locally owned and operated photographers.
3
RECOGNITION SEGMENT
The Recognition segment helps companies and other organizations promote and
recognize achievement in people's careers. It designs, communicates and
administers programs to help customers improve performance and recognize
employee service. It also produces awards for professional sports team
accomplishments and affinity products for associations.
Recognition serves customers from small and mid-size companies to global
corporations, professional sports teams and special interest associations.
Recognition offers an assortment of products and services tailored to the needs
of the organization it is serving under a Strategic Recognition(TM) approach.
For global companies, Jostens customizes programs to meet specific customer
needs.
Standardized programs, such as Symphony(TM) provide small and mid-size companies
the same product and service features without complex customization. Recognition
enjoys exclusive product and personalization distributor arrangements including
Hartmann luggage and Lenox china for the service award marketplace.
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 markets items
manufactured by others for incorporation into programs sold to Recognition
customers. These products include items supplied by Lenox, Hartmann, Waterman,
Howard Miller and Oneida.
Recognition sells its products through independent and employee 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 companies. Recognition
focuses on service and product offerings in competing with these companies.
JOSTENS, INC. - INFORMATION REGARDING ALL BUSINESSES
Backlog
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 year for a significant portion
of the yearbooks to be delivered in the next 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 January 2, 1999, the backlog of orders related
to continuing operations was approximately $291.6 million, compared with $278.1
million at January 3, 1998, primarily related to student yearbooks, jewelry and
graduation products. The company expects most of the January 2, 1999, backlog to
be confirmed and filled in 1999.
Environmental
The information in the section "Commitments and Contingencies" on page 22 and in
Note 7 on pages 36 through 37 in Jostens' 1998 Annual Report to Shareholders is
incorporated herein by reference.
4
Raw Materials
The principal raw materials that the company purchases are paper products, ink,
gold and precious, semiprecious and synthetic stones. The cost of gold and
precious, semiprecious and synthetic stones are affected by market volatility.
Any material increase in the price of these raw materials could adversely impact
the company's cost of sales. To manage the risk associated with gold price
changes, the company enters into gold forward purchase contracts based upon the
estimated ounces needed to satisfy projected orders for the upcoming school
year. The company then sets ring prices at the beginning of the school year to
reflect the locked-in gold price.
The company purchases substantially all synthetic and semiprecious stones from a
single supplier, located in Germany, which supplies semiprecious and synthetic
stones to almost all of the class ring manufacturers in the United States. The
company believes that the loss of this source of synthetic and semiprecious
stones could adversely affect its business during the time period in which
alternate sources adapted production capabilities to meet increased demand.
Intellectual Property
The company has no patents, licenses, franchises or concessions that are
material to it as a whole, but does have a number of proprietary trade secrets,
patents, trademarks and copyrights that it considers important. In addition,
licenses are an important component of certain aspects of the company's
businesses; however, the loss of any license would not have a material effect on
the company's operations.
Employees
At February 28, 1999, the total number of employees of the company was
approximately 6,800 (not including independent sales representatives). Because
of seasonal fluctuations and the nature of the business, the number of employees
tends to vary.
As of February 28, 1999, the company had 394 employees who were members of two
separate unions. The company has not had a work stoppage or strike that had a
material impact on the company's operations.
Foreign Operations
The company's foreign sales are derived primarily from operations in Canada. 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.
5
Item 2. PROPERTIES
The physical properties used by the Registrant and its significant business
segments are summarized below:
- --------------------------------------------------------------------------------------------------------------------
Owned Approximate
or Square
Business Location Type of Property Leased Footage
- --------------------------------------------------------------------------------------------------------------------
Corporate Bloomington, MN (1) Office Owned 116,000
- --------------------------------------------------------------------------------------------------------------------
Edina, MN Office Leased 21,000
- --------------------------------------------------------------------------------------------------------------------
School Products Anaheim, CA Office Leased 12,000
- --------------------------------------------------------------------------------------------------------------------
Attleboro, MA Manufacturing Owned 52,000
- --------------------------------------------------------------------------------------------------------------------
Burnsville, MN Office/Manufacturing Leased 47,000
- --------------------------------------------------------------------------------------------------------------------
Clarksville, TN Manufacturing Owned 105,000
- --------------------------------------------------------------------------------------------------------------------
Denton, TX Manufacturing Owned 56,000
- --------------------------------------------------------------------------------------------------------------------
Laurens, SC Manufacturing/Distribution Owned 97,700
- --------------------------------------------------------------------------------------------------------------------
Laurens, SC Warehouse Leased 105,000
- --------------------------------------------------------------------------------------------------------------------
Nuevo Laredo, Mexico Manufacturing Leased 36,000
- --------------------------------------------------------------------------------------------------------------------
Owatonna, MN Office Owned 88,000
- --------------------------------------------------------------------------------------------------------------------
Owatonna, MN Manufacturing Owned 30,000
- --------------------------------------------------------------------------------------------------------------------
Owatonna, MN Warehouse Leased 24,000
- --------------------------------------------------------------------------------------------------------------------
Red Wing, MN Manufacturing Owned 132,000
- --------------------------------------------------------------------------------------------------------------------
Shelbyville, TN Manufacturing Owned 87,000
- --------------------------------------------------------------------------------------------------------------------
State College, PA Manufacturing Owned 66,000
- --------------------------------------------------------------------------------------------------------------------
Topeka, KS Manufacturing Owned 236,000
- --------------------------------------------------------------------------------------------------------------------
Visalia, CA Manufacturing Owned 96,000
- --------------------------------------------------------------------------------------------------------------------
Winnipeg, MAN Manufacturing Owned 69,000
- --------------------------------------------------------------------------------------------------------------------
Winnipeg, MAN Office/Warehouse Leased 28,000
- --------------------------------------------------------------------------------------------------------------------
Winston-Salem, NC Manufacturing Owned 132,000
- --------------------------------------------------------------------------------------------------------------------
Webster, NY Manufacturing Owned 60,000
- --------------------------------------------------------------------------------------------------------------------
Recognition Memphis, TN Office/Distribution Center Owned 67,000
- --------------------------------------------------------------------------------------------------------------------
Princeton, IL Manufacturing Owned 65,000
- --------------------------------------------------------------------------------------------------------------------
Saddle Brook, NJ Office Leased 6,000
- --------------------------------------------------------------------------------------------------------------------
Sherbrooke, QUE Manufacturing Leased 15,000
- --------------------------------------------------------------------------------------------------------------------
(1) A portion of this facility has been financed through revenue bonds
Management believes that the company's production facilities are suitable for
their purpose and adequate to support its businesses. The extent of utilization
of individual facilities varies due to the seasonal nature of the business.
Item 3. LEGAL PROCEEDINGS
In January 1999, a federal judge in Texas overturned a jury's $25.3 million
verdict against Jostens in an antitrust lawsuit. The judge, acting on Jostens'
post-trial motions, set aside the jury's verdict and dismissed all claims
against Jostens in the case. Yearbook competitor Taylor Publishing, a unit of
Insilco Holding Corp. and the plaintiff in the case has indicated in a press
release that it intends to appeal the decision and will seek to have the jury
verdict reinstated. No costs were accrued related to the lawsuit, because
management determined a potential loss was unlikely.
There are no other material pending or threatened legal, governmental,
administrative or other proceedings to which the company or any subsidiary as a
defendant or plaintiff is subject.
6
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - Not Applicable
Executive Officers of the Registrant
Incorporated by reference is information under the caption "Election of
Directors" contained on pages 3 through 5 of Jostens' Proxy Statement for the
Annual Meeting of Shareholders to be held on April 22, 1999. Executive officers
of the Registrant are as follows:
Name Age Title and Business Experience
- ---- --- -----------------------------
Robert C. Buhrmaster 51 Chairman of the Board, 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; was named Chief Executive Officer in March 1994; and was named
Chairman in February 1998. Prior to joining the company, Mr. Buhrmaster was
with Corning, Inc. for 18 years, most recently as Senior Vice President. He is
also a director of The Toro Company.
David J. Larkin 59 Executive Vice President and Chief Operating Officer
Mr. Larkin joined the company in February 1998 in his current position. From
1995 to 1998, Mr. Larkin was an independent management consultant. Prior to
1995, he worked for Honeywell Inc. for 30 years, most recently as Chairman,
President and CEO of Honeywell Limited in Canada. He is a director of Ault,
Inc.
Carl H. Blowers 59 Senior Vice President - Operations
Mr. Blowers joined the company in May 1996 as an independent consultant serving
as Division Vice President, Manufacturing & Engineering and was hired as an
employee in 1997 and appointed to his current position in February 1998. Prior
to joining the company, Mr. Blowers was with Corning, Inc. for 27 years, most
recently as Vice President and General Manager of Corning's Advanced Materials
and Process Technologies Division.
William N. Priesmeyer 54 Senior Vice President and Chief Financial Officer
Mr. Priesmeyer joined the company in August 1997 in his current position. From
April to August 1997, Mr. Priesmeyer was Senior Vice President and CFO of MVE
Holdings. From 1994 to 1997, he was Senior Vice President and CFO with Waldorf
Corp.; and from 1993 to 1994 was Vice President and CFO for DataCard Corp.
Michael Bailey 43 Vice President and General Manager - Jostens School Solutions
Mr. Bailey joined the company in 1978. He has held a variety of leadership
positions including director of marketing, planning manager for manpower and
sales, national product sales director, division manager for Printing &
Publishing and printing operations manager. He was appointed to his current
position in January 1999.
William J. George 50 Vice President, General Counsel & Secretary
Mr. George joined the company in February 1999 in his current position. From
1995 to 1999, Mr. George was Vice President, General Counsel and Secretary of
Simplex Time Recorder Co.From 1978 to 1995, he worked for Honeywell, Inc., most
recently as Vice President and Associate General Counsel.
Thomas W. Jans 50 Vice President-Consumer Marketing and Channel Development
Mr. Jans joined the company in August 1995 as President of Business Recognition.
He was appointed to his current position in January 1999. From 1992 to 1995, he
worked for Carlson Travel, most recently as Executive Vice
7
Name Age Title and Business Experience
- ---- --- -----------------------------
President of Global Sales and Marketing.
Rodney Jordan 46 Vice President - Human Resources
Mr. Jordan joined the company in 1981. He has served as staff attorney, senior
attorney and assistant general counsel. He was named staff vice president-human
resources in 1996. He was appointed to his current position in April 1998.
Gregory S. Lea 46 Vice President and General Manager - College and University
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.
John J. Mann 54 Vice President and General Manager - Scholastic
Mr. Mann joined the company in April 1996 as General Manager - Scholastic and
was appointed to his current position in May 1997. Prior to joining the company,
Mr. Mann was a director at Coopers & Lybrand Consulting. From 1991 to 1995, he
worked for Grand Metropolitan PLC, most recently as Senior Vice President of
strategic customer service development at Pillsbury.
Lee U. McGrath 42 Vice President and Treasurer
Mr. McGrath joined the company in May 1995 in his current position. For the six
years prior to joining the company, he was the assistant treasurer for H.B.
Fuller Company, a manufacturer of chemical products.
Kevin M. Whalen 39 Vice President - Corporate Communications & Investor Relations
Mr. Whalen joined the company in 1993 as Director - Corporate Communications and
was appointed to his current position in May 1997. Prior to joining the company,
he worked for Honeywell Inc. for two years as the Director of Corporate Public
Relations.
8
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The information in the sections "Dividends" on page 22 and "Unaudited Quarterly
Financial Data" on page 42 of Jostens' 1998 Annual Report to Shareholders is
incorporated herein by reference. As of December 31, 1998, there were
approximately 5,400 shareholders of record.
Item 6. SELECTED FINANCIAL DATA
The information for the years 1994 through 1998 on page 43 of Jostens' 1998
Annual Report to Shareholders is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in the section "Management Discussion and Analysis" on
pages 16 through 22 of Jostens' 1998 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth in the section "Market Risk" on page 20 of Jostens'
1998 Annual Report to Shareholders is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Notes to Consolidated Financial
Statements, together with the report thereon of independent auditors dated
February 2, 1999, appearing on pages 23 through 42 and the information on page
43 (excluding fiscal years 1992-1993) of Jostens' 1998 Annual Report to
Shareholders are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH 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 on pages 3 through 5 of
Jostens' Proxy Statement for the Annual Meeting of Shareholders to be held April
22, 1999, with respect to directors and executive officers of the company, is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
Incorporated by reference is information under the caption "Executive
Compensation" on pages 11 through 15 of Jostens' Proxy Statement for the Annual
Meeting of Shareholders to be held April 22, 1999.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
9
Incorporated by reference is information under the captions "Principal Holders
of Common Stock" on page 2 and "Shares held by Directors and Officers" on page 7
of Jostens' Proxy Statement for the Annual Meeting of Shareholders to be held
April 22, 1999.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
10
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
(1) Financial Statements -
Consolidated Balance Sheets - January 2, 1999 and January 3, 1998
(incorporated by reference to page 25 of Jostens' 1998 Annual Report
to Shareholders)
Statements of Consolidated Operations for the years ended January 2,
1999, January 3, 1998, and December 28, 1996 (unaudited); Six-months
ended December 28, 1996; and the year ended June 30, 1996
(incorporated by reference to page 24 of Jostens' 1998 Annual Report
to Shareholders)
Statements of Consolidated Cash Flows for the years ended January 2,
1999, January 3, 1998, and December 28, 1996 (unaudited); Six-months
ended December 28, 1996; and the year ended June 30, 1996
(incorporated by reference to page 26 of Jostens' 1998 Annual Report
to Shareholders)
Statements of Consolidated Changes in Shareholders' Investment for the
years ended January 2, 1999 and January 3, 1998; Six-months ended
December 28, 1996; and the year ended June 30, 1996 (incorporated by
reference to page 27 of Jostens' 1998 Annual Report to Shareholders)
Notes to Consolidated Financial Statements (incorporated by reference
to pages 28 through 42, and page 43 (excluding fiscal years 1992-1993)
of Jostens' 1998 Annual Report to Shareholders)
(2) Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have
been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(3) Exhibits
2 Stock Purchase Agreement by and between JLC Holdings, Inc.
Software Systems Corp. and JLC Acquisition, Inc. and Jostens,
Inc. (incorporated by reference to Exhibit 2.1 contained in the
Current Report on Form 8-K filed on July 14, 1995).
3 Articles of Incorporation and Bylaws (Incorporated by reference
to Exhibit 3(a) contained in the Annual Report on Form 10-K for
1993).
4 Rights Agreement, dated July 23, 1998, between Jostens, Inc. and
Norwest Bank Minnesota, N.A. (incorporated by reference to the
companyis Form 8-A filed on August 5, 1998).
4.1 Form of Indenture, dated May 1, 1991, between Jostens, Inc. and
Norwest Bank Minnesota, N.A., as Trustee (incorporated by
reference to Exhibit 4.1 contained in the company's Registration
Statement on Form S-3, File No. 33-40233).
11
10 1984 Stock Option Plan (incorporated by reference to the
company's Registration Statement on Form S-8, File No. 2-95076).
10.1 1987 Stock Option Plan (incorporated by reference to the
company's Registration Statement on Form S-8, File No. 33-19308).
10.2 1992 Stock Incentive Plan (incorporated by reference to Exhibit
10(d) contained in the Annual Report on Form 10-K for 1992).
10.3 Form of Contract entered into with respect to Executive
Supplemental Retirement Plan (incorporated by reference to the
company's Registration Statement on Form 8 dated May 2, 1991).
10.4 Written description of the company's Retired Director Consulting
Plan (incorporated by reference to the company's Registration
Statement on Form 8 dated May 2, 1991).
10.5 1992 Stock Incentive Plan Performance Share Agreement
(incorporated by reference to Exhibit 10(f) contained in the
Annual Report on Form 10-K for 1997).
10.6 Deferred Compensation Plan (incorporated by reference to Exhibit
10(j) contained in the Annual Report on Form 10-K for 1997).
10.7 Jostens, Inc. Deferred Compensation Plan 1998 Revision and
Jostens, Inc. Deferred Commission Plan 1998 Revision
(incorporated by reference to the company's Registration
Statement on Form S-8 filed on June 9, 1998, File No. 333-56455).
10.8 Jostens, Inc. Executive Change in Control Severance Pay Plan
effective January 1, 1999.
10.9 Executive Stock Purchase Program dated February 15, 1999 (filed
by the company on Form S-8 filed on February 12, 1999, File No.
333-72347).
13 Annual Report to Shareholders for the year ended January 2, 1999.
21 List of company subsidiaries.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Jostens during the quarter ended
January 2, 1999.
12
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.
March 31, 1999
By /s/ Robert C. Buhrmaster
-----------------------------------
Robert C. Buhrmaster
Chairman of the Board, 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 registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert C. Buhrmaster Chairman of the Board, President March 31, 1999
- -------------------------- and Chief Executive Officer
Robert C. Buhrmaster
/s/ William N. Priesmeyer Senior Vice President and Chief March 31, 1999
- -------------------------- Financial Officer
William N. Priesmeyer
/s/ Lilyan H. Affinito Director March 31, 1999
- --------------------------
Lilyan H. Affinito
/s/ Mannie L. Jackson Director March 31, 1999
- --------------------------
Mannie L. Jackson
/s/ Jack W. Eugster Director March 31, 1999
- --------------------------
Jack W. Eugster
/s/ Richard A. Zona Director March 31, 1999
- --------------------------
Richard A. Zona
/s/ Kendrick B. Melrose Director March 31, 1999
- --------------------------
Kendrick B. Melrose
/s/ Walker Lewis Director March 31, 1999
- --------------------------
Walker Lewis
13
JOSTENS, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Additions
-----------------------------
Charged to
Balance Charged to other Balance
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 January 2, 1999 $ 7,446 $ 1,858 $ - $ 1,996 (1) $7,308
Year ended January 3, 1998 $ 6,884 $ 2,245 $ - $ 1,683 (1) $7,446
Six months ended December 28, 1996 $ 5,966 $ 1,202 $ - $ 284 (1) $6,884
Year ended June 30, 1996 $ 9,049 $ 2,195 $ - $ 5,278 (1) $5,966
Allowances for sales returns:
Year ended January 2, 1999 $ 5,569 $17,753 $ - $17,822 (2) $5,500
Year ended January 3, 1998 $ 4,787 $18,352 $ - $17,570 (2) $5,569
Six months ended December 28, 1996 $ 6,518 $ 6,308 $ - $ 8,039 (2) $4,787
Year ended June 30, 1996 $ 7,509 $12,951 $ - $13,942 (2) $6,518
Sales person overdraft reserves:
Year ended January 2, 1999 $ 8,322 $ 1,947 $ - $ 3,208 (1) $7,061
Year ended January 3, 1998 $ 7,344 $ 2,946 $ - $ 1,968 (1) $8,322
Six months ended December 28, 1996 $ 6,545 $ 1,740 $ - $ 941 (1) $7,344
Year ended June 30, 1996 $ 6,157 $ 2,838 $ - $ 2,450 (1) $6,545
Note (1) -- Uncollectible accounts written off - net of recoveries.
Note (2) -- Returns processed against reserve.
14