-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B1bK1btUdpTMbVZ0+hQCyb2pacHdSGW83JEVZy/U/tWzfkibYyk1qSf208Omvonp oFErfC2yX/qIzhGdGMa12A== 0000950109-97-006185.txt : 19971003 0000950109-97-006185.hdr.sgml : 19971003 ACCESSION NUMBER: 0000950109-97-006185 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960928 FILED AS OF DATE: 19971002 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVO INC CENTRAL INDEX KEY: 0000801622 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 060885252 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11720 FILM NUMBER: 97689770 BUSINESS ADDRESS: STREET 1: ONE UNIVAC LN STREET 2: P O BOX 755 CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2032856100 MAIL ADDRESS: STREET 1: ONE UNIVAC LANE STREET 2: P O BOX 755 CITY: WINDSOR STATE: CT ZIP: 06095-2668 FORMER COMPANY: FORMER CONFORMED NAME: ADVO SYSTEM INC DATE OF NAME CHANGE: 19920128 10-K/A 1 FORM 10-K/A AMENDMENT NO. 1 ================================================================================ FORM 10-K\A Amendment No. 1 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 28, 1996 ------------------ 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. ---------- (Exact name of registrant as specified in its charter) Delaware 06-0885252 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Univac Lane, P.O. Box 755, Windsor, CT 06095-0755 - ------------------------------------------ ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 285-6100 -------------- Securities registered pursuant to Section 12(b) of the Act: Common Stock and Rights, par value $.01 per share ------------------------------------------------- (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 proceeding 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 incorporate 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 22, 1996 was $221,859,112. On that date, there were 24,260,666 outstanding shares of the registrant's common stock. Documents Incorporated by Reference: Portions of the 1996 Annual Report to Stockholders are incorporated by reference into Parts II and IV of this report. Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. ================================================================================ 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 of ADVO. Incorporated by reference to Exhibit 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 Annual Report on Form 10-K for the fiscal year ended September 30, 1989. 4(a) Stockholder Protection Rights Agreement, Incorporated by reference to Exhibit 4.1 of dated as of February 5, 1993, between the the Company's Form 8-K dated February 5, Company and Mellon Securities Trust Company, 1993. as Rights Agent, including Exhibit A and Exhibit B. 10(a) 1986 Stock Option Plan of ADVO. * Incorporated by reference to Exhibit 4.1 to the Company's Form S-8 filed on July 16, 1987 (No. 33-15856). 10(b) 1986 Employee Restricted Stock Plan of ADVO, Incorporated by reference to Exhibit A to as amended. * the Company's definitive Proxy Statement for the annual meeting held on January 24, 1991. 10(c) 1988 Non-Qualified Stock Option Plan and 1993 Incorporated by reference to Exhibit A to Stock Option Subplan of ADVO, as amended. * the Company's definitive Proxy statement for the annual meeting held on January 18, 1996. 10(d) The ADVO Savings Continuation Plan, effective Incorporated by reference to Exhibit 10(n) January 1, 1988. * to the Company's Annual Report on Form 10-K for the fiscal year ended September 24, 1988. 10(e) Executive Severance Agreement, dated October Incorporated by reference to Exhibit 10(k) 17, 1995 between ADVO and Robert Kamerschen. * to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. 10(f) Executive Severance Agreements, dated October Incorporated by reference to Exhibit 10(l) 17, 1995 between ADVO and the executive to the Company's Annual Report on Form 10-K officer named therein. * for the fiscal year ended September 30, 1995. 10(g) Executive Severance Agreements, dated October Incorporated by reference to Exhibit 10(m) 17, 1995 between ADVO and the executive to the Company's Annual Report on Form 10-K officer named therein. * for the fiscal year ended September 30, 1995. 10(h) Executive Severance Agreement, dated October Incorporated by reference to Exhibit 10(n) 17, 1995 between ADVO and Robert S. Hirst. * to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995.
Exhibit ------- No. Exhibit Where Located --- ------- ------------- 10(i) Executive Severance Agreement dated April 3, Incorporated by reference to Exhibit 10 to 1996 between ADVO and Larry G. Morris. * the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1996. 10(j) Executive Severance Agreement dated May 1, Incorporated by reference to Exhibit 10 to 1996 between ADVO and Joseph P. Durrett. * the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 1996. 10(k) Employment Agreement, dated May 29, 1996 Filed herewith. between ADVO and Robert Kamerschen. * 10(l) Employment Agreement, dated November 4, 1996 Filed herewith. between ADVO and Gary M. Mulloy. * 10(m) Executive Severance Agreement, dated November Filed herewith. 4, 1996 between ADVO and Gary M. Mulloy. * 10(n) Credit Agreement dated March 4, 1996 between Incorporated by reference to Exhibit 99.3 of ADVO and a syndicate of lenders led by Chase the Company's Form 8-K dated March 5, 1996. Manhattan Bank (National Association) as Administrative Agent. 10(o) Information Technology Agreement dated as of Filed herewith. July 16, 1996 between ADVO and Integrated Systems Solutions Corporation (d/b/a ISSC). 11 Computation of Per Share Earnings. Filed herewith. 13 1996 Annual Report to Stockholders. Furnished herewith; however, such report, except for those portions thereof which are expressly incorporated by reference into this Annual Report on Form 10-K, is for the information of the Commission and is not deemed "filed". 21 Subsidiaries of the Registrant. Filed herewith. 23 Consent of Independent Auditors. Filed herewith. 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. No report on Form 8-K was filed by the Company with respect to the quarter ended September 28, 1996. 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. Date: October 2, 1997 ADVO, Inc. ---------------------------- By: /s/ ROBERT S. HIRST ------------------------------ Robert S. Hirst 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 indicated on October 2, 1997. * Chairman, Chief Executive Officer and - ------------------------- Director (Principal Executive Robert Kamerschen Officer and acting Principal Financial Officer) * President, Chief Operating Officer and - ------------------------- Director Gary M. Mulloy /s/ ROBERT S. HIRST Vice President and Controller - ------------------------- (Principal Accounting Officer) Robert S. Hirst Director - ------------------------- Bruce Crawford Director - ------------------------- David D. Dyer * Director - ------------------------- James A. Eskridge * Director - ------------------------- Jack W. Fritz * Director - ------------------------- Lawrence Lachman * Director - ------------------------- Howard H. Newman * Director - ------------------------- John R. Rockwell * Director - ------------------------- John L. Vogelstein
*By /s/ ROBERT S. HIRST ------------------------ Robert S. Hirst Vice President & Controller EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 27 Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ADVO, INC.'S FORM 10K/A FOR THE YEAR ENDED SEPTEMBER 28, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS SEP-28-1996 OCT-01-1995 SEP-28-1996 13,303 0 66,894 4,226 7,518 103,840 142,029 77,854 185,126 101,971 161,125 0 0 279 (85,484) 185,126 0 986,162 0 761,506 0 3,701 9,669 18,536 7,229 11,307 (8,199) 0 0 3,108 .13 .13
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