Edgar Filing: ALTERNATE MARKETING NETWORKS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2003 (July 23, 2003)

ALTERNATE MARKETING NETWORKS, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-26624 38-2841197
(State of other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)

13155 Noel Road, 10th Floor, Dallas, TX 75240
(Address of principal executive offices) (Zip Code)

(972) 720-3500
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)

Item 5. Other Events.

On July 23, 2003, the Company executed an amendment to its existing contract
with Verizon Information Services, Inc. The amendment provides for an
extension of the contract through December 31, 2006. The revenue attributed
to this amendment provides most of the Company's logistic segment revenues.

In addition, in June 2003, USSPI, the advertising and marketing segment of the
Company, began placing advertising orders for Daimler Chrysler through its
media buying agency, PHD. The PHD business will significantly increase the
revenue of this segment. However, the profit margin produced by this PHD
business is less than the profit margins regularly experienced by the
advertising and marketing segment.

These two revenue producers, coupled with the previously announced operating
expense reductions, will help the Company improve its financial condition for
the remainder of 2003.

Item 7. Financial Statements and Exhibits.

Exhibit No. Description

10.1 Amendment Number One to Agreement Number DSI0112 between
GTE, Bell Atlantic, Verizon Information Services, Inc. and
Alternate Postal Direct, Inc. (filed herewith) *ITEMS
NOTED WITH AN ASTERISK INDICATE INFORMATION SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND ARE FILED SEPARATELY
WITH THE COMMISSION.*

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: July 24, 2003.

ALTERNATE MARKETING NETWORKS, INC.

By: /s/ Phillip D. Miller
Name: Phillip D. Miller
Title: President

EXHIBIT INDEX

Exhibit No. Description

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ALTERNATE
MARKETING NETWORKS, INC. FOR CERTAIN PORTIONS OF THIS
DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. *ITEMS NOTED
WITH AN ASTERISK INDICATE INFORMATION SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND ARE FILED SEPARATELY
WITH THE COMMISSION.*

AMENDMENT NUMBER ONE
TO AGREEMENT NUMBER DSI0112

This Amendment Number One effective as of January 1, 2003 amends the Agreement
between GTE Directories Distribution Corporation ("GTE") and Bell Atlantic
Yellow Pages Company ("BAYP"); Bell Atlantic Directory Services, Inc.
("BADSI"); Bell Atlantic Directory Services - Pennsylvania, Inc.; Bell
Atlantic Directory Services - Washington, D.C., Inc.; Bell Atlantic Directory
Services - Maryland, Inc.; Bell Atlantic Directory Services - New Jersey, Inc.;
Bell Atlantic Directory Services - Virginia, Inc.; Bell Atlantic Directory
Services-West Virginia, Inc. (collectively "Bell Atlantic") (GTE and Bell
Atlantic are referred to as Buyer) and Alternate Postal Direct, Inc.
("Seller") dated April 1, 2000.

Whereas on or about July 31, 2000 GTE and Bell Atlantic changed their names
as follows:

GTE Directories Distribution Corporation to Verizon Directories Distribution
Corp.
Bell Atlantic Yellow Pages Company to Verizon Yellow Pages Company
Bell Atlantic Directory Services, Inc. to Verizon Directory Services, Inc.
Bell Atlantic Directory Services - Pennsylvania, Inc. to Verizon Directory
Services-Pennsylvania, Inc.
Bell Atlantic Directory Services - Washington, D.C., Inc. to Verizon Directory
Services-Washington D.C., Inc.
Bell Atlantic Directory Services - Maryland, Inc. to Verizon Directory
Services-Maryland, Inc.
Bell Atlantic Directory Services-New Jersey, Inc. to Verizon Directory
Services - New Jersey, Inc.
Bell Atlantic Directory Services - Virginia, Inc. to Verizon Directory
Services - Virginia, Inc.
Bell Atlantic Directory Services - West Virginia, Inc. to Verizon Directory
Services - West Virginia, Inc.

Whereas on or about December 18, 2001 such entities merged under the name of
Verizon Directory Services - New Jersey Inc., and

Whereas on or about December 18, 2001 Verizon Directory Services - New Jersey,
Inc. changed its name to Verizon Directory Publishing Corp.

The parties hereby agree that all references to GTE and Bell Atlantic contained
in the Agreement shall now be deemed to mean Buyer.

Now, therefore, the parties further agree to the following modifications to
the Agreement:
1. The preamble is amended to read in its entirety as follows:

This Agreement is made by and between Verizon Directories
Distribution Corp. and Verizon Directory Publishing Corp. each
a Delaware corporation, with principal offices located at 2200
West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(collectively "Buyer") and Alternate Postal Direct, Inc., with
principal offices located at One Ionia Avenue, S.W. Suite 520,
Grand Rapids, Michigan 49503 ("Seller").

2. Section "Contract Period" is amended in its entirety to read as
follows:

The term of this Agreement shall commence on April 2, 2000 and
shall, except as otherwise provided herein, continue in effect
thereafter through December 31, 2006 (the "Term"). The Term
shall automatically extend to cover any Services in progress at
its expiration.

3. Section "Choice of Law" is amended in its entirety to read as
follows:

The construction, interpretation and performance of this
Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to its laws
governing choice of law.

4. Section "Notices" is amended in its entirety to read as follows:

All notices, requests, demands and other communications relating
to this Agreement shall be in writing and deemed to be given when
delivered personally or three (3) days after being mailed by
certified mail, postage prepaid, return receipt requested, to the
parties, their successors in interest or their assigns to the
addresses set forth below (or at such other addresses as shall be
given in writing by either party to the other).

If to Buyer:

Verizon Information Services, Inc.
2200 West Airfield Drive
DFW Airport, TX 75261
Attn: Manager, Contracts - Printing and Distribution

with a copy to:

Verizon Information Services, Inc.
2200 West Airfield Drive
DFW Airport, TX 75261
Attn: Group Vice President - General Counsel

If to Seller

Alternate Postal Direct. Inc.
12495 34th Street North
Unit D
St. Petersburg, FL 33716
Attn: Chief Financial Officer

5. Section "Orders" is amended in its entirety to read as follows:

Orders applying against this Agreement may be sent to Seller by
any of the following entities, or such of their present or future
affiliates as are identified in writing by any one of the entities listed
below, which entities shall be referred to
individually or collectively as "Buyer".

Verizon Directories Distribution Corp.
Verizon Directory Publishing Corp.

The terms and conditions of this Agreement shall apply to all
Orders placed by Buyer for the Material described herein, and
Buyer's failure to identify the contract number of this Agreement
on any Order shall in no manner affect the applicability of these
terms and conditions.

6. Paragraph 6 of Section M, Shipping, of Attachment I, Statement of
Work, is amended in its entirety to read as follows:

Seller is responsible for release of trailers from the Delivery Station as
quickly as possible to avoid detention charges. Seller will be granted the
first * days of the arrival of the trailer at the Delivery Station and/or
Local Trans-Load Facility (e.g. carrier's delivery terminal) as "Free Time".
Free Time starts at the exact date and time of the trailer's arrival at the
Delivery Station and/or Local Trans-Load Facility. In the case of rail, the
first * days the rail car arrives at the Rail Station will be considered
Free Time. Buyer will bill the Seller for detention charges at the rate of *
per trailer per day after the Free Time, and Seller shall pay Buyer in
accordance with such bill. Detention charges will be accrued on a whole day
basis and will not be pro-rated on a partial day. Detention charges end as
follows: 1) If the Seller contacts the carrier before 12:00 PM in the time
zone the Delivery Station is located, detention ends that day; 2) If the
Seller contacts the carrier after 12:00 PM in the time zone the Delivery
Station is located, detention ends the following day. Effective January 1,
2003 and thereafter during the term, in the event that in any calendar year
Seller is liable for detention charges in * and such liability exceeds *,
then Seller may propose new prices for deliveries in * only based on the
increased detention.

7. Section O, Late Fees, of Attachment I, Statement of Work is
amended in its entirety to read as follows:

Seller will incur a late fee for every day after the Directory
End Date found in the "DISTRIBUTION JOB INFORMATION LETTER" (Form
# 100).

Late fees will be assessed for each day as follows:

One Day - * price reduction from the total delivery price
Two Days - * price reduction from the total delivery price
Three Days - an additional * price reduction from the total
delivery price
Four Days - an additional * price reduction from the total
delivery price
Five Days - an additional * price reduction from the total
delivery price
Six Days - an additional * price reduction from the total
delivery price

The late fees are cumulative. For example, if a delivery ends
* late, the late fee will be * of the total delivery price. If the delivery
ends * days late, the late fee will be * of the total delivery price. The
cumulative cap is placed at * of the total price of the delivery.

8. Section III, Mail Delivery Services, of Attachment I, Statement
of Work, is deleted in its entirety.

9. Subsection A, Receive Directories, of Section III, Mail Delivery
Services of Attachment I, Statement of Work, is deleted in its
entirety.

10. Subsection C, Processes, of Section III, Mail Delivery Services
of Attachment I, Statement of Work, is deleted in its entirety.

11. Subsection D, Communications, of Section III, Mail Delivery
Services of Attachment I, Statement of Work, is deleted in its
entirety.

12. Subsection F, Post Delivery, of Section III, Mail Delivery
Services of Attachment I, Statement of Work, is deleted in its
entirety.

13. Subsection G, Packing Materials, of Section III, Mail Delivery
Services of Attachment I, Statement of Work, is deleted in its
entirety.

14. Attachment II, Price Schedule for Bell Atlantic Titles and
Attachment II, Price Schedule for GTE Titles are deleted and
replaced in their entirety by Attachment II hereto.

15. Attachment III, Supplemental Price Schedule is deleted and
replaced in its entirety by Attachment III hereto.

16. The parties further agree that in the event that Buyer
reschedules the directory titles contained in Exhibit A to this
Amendment Number One that Buyer may do so at its sole discretion
and in such event the incremental costs (those costs in addition
to the costs Buyer would have paid if the schedules had not been
changed as described in the Attachment I at the Prices contained
in Attachment II to the Agreement) shall not exceed the totals
contained in Exhibit A to this Amendment. Buyer may re-schedule
any or all of the directories listed in Exhibit A to this
Amendment to the time frame described in Exhibit A hereto without
such reschedule affecting any other price contained in Exhibit A.

The terms and conditions of this Amendment Number One shall
prevail over any conflicting terms and conditions set forth in
the Agreement or the Addendum. Except as otherwise modified by
this Amendment, Buyer and Seller hereby ratify and confirm the
terms and conditions of this Agreement and Addendum as previously
amended.

IN WITNESS WHEREOF, each of the parties has caused this Amendment
to be duly executed for an on its behalf as of the day and year
first written above.

Buyer Seller

By: /s/Katherine J. Harless By: /s/Sandra J. Smith

Printed Name: Katherine J. Harless Printed Name: Sandra J. Smith

Title: President Title: Sec/Treas.

EXHIBIT A

RESCHEDULE OPTION

Pursuant to Section 16 of Amendment Number 1 to the Agreement:

Directory Directory Reschedule Not-to-Exceed
Code Title Time Frame Price

* * *

If Buyer so chooses the costs above may be split evenly between the
classified page counterpart of the directory titles above, otherwise the
total costs shall be applied to the residential directory (white pages). The
portion of the price attributable to the directory titles above shall be
subject to the * increase effective as of * in accordance with Section
"Price" of the Agreement. In the event that any of the directory titles
listed above is rescheduled other than described herein the prices above
shall be null and void for that directory and the parties shall attempt to
negotiate alternative pricing.

The not-to-exceed price contained herein is based on, (i) Buyer scheduling
the * White Pages delivery to coincide with the delivery of the *
neighborhood directories (which includes but is not limited to, * directory
titles) and, (ii) the total quantity of * White and * Yellow directory
titles, including Spanish Yellow, to be delivered does not significantly vary
from * books.

ATTACHMENT II
PRICING

2003 Unit Rates 2004 Unit Rates 2005 Unit Rates 2006 Unit Rates .

hand delivery hand delivery hand delivery hand delivery .
Spine name state rate per book bulk coin rate per book bulk coin rate per book bulk coin rate per book bulk coin.

* * * * * * * * * * * * * * *

Contract No. DSI0112
Attachment III
Page 1 of 1
Effective January 1, 2003

Supplemental Price Schedule

Address Corrections per 1,000 records *
(Includes field corrections)

Produce Routed Records

1 to 4,999,999 *
5 million to 11,999,999 *
12 million and up *

Price Per Insert Per Pouch/Envelope/CD

First Piece * *
Second Piece * *
Third Piece * *
Fourth Piece * *
Fifth Piece * *
Sixth Piece * *

Shrink Wrap for Mailing - Not Applicable

Percent of Mark-up on Work Orders - *