Edgar Filing: VALUE LINE INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM 10-K

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

FOR THE FISCAL YEAR ENDED APRIL 30, 2002 COMMISSION FILE NUMBER 0-11306

VALUE LINE, INC.
(Exact name of registrant as specified in its charter)

NEW YORK 13-3139843
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)

220 EAST 42ND STREET, NEW YORK, NY 10017-5891 (Address of
principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 907-1500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $.10 PAR VALUE

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference with this filing:

Part III: None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

(a) Names of Directors, Age as of Director
----------------------------- --------
July 31, 2002 and Principal Occupation Since
-------------------------------------- -----

Jean Bernhard Buttner* (67). Chairman of the Board, President, 1982
and Chief Executive Officer of the Company and Arnold Bernhard
& Co., Inc.
Chairman of the Board and President of each of the Value Line
Funds; Trustee, Skidmore College.

Harold Bernard, Jr. (71). Attorney-at-law. Retired 1982
Administrative Law Judge, National Labor Relations Board.
Director of Arnold Bernhard & Co., Inc. Judge Bernard is a
cousin of Jean Bernhard Buttner.

Samuel Eisenstadt (80). Senior Vice President and Research 1982
Chairman of the Company.

Herbert Pardes, MD (68). President and CEO of New York - 2000
Presbyterian Hospital.

Marion Ruth (67). Real Estate Executive. President, 2000
Ruth Realty (real estate broker). Director or Trustee of
each of the Value Line Funds.

Howard A. Brecher* (48). Vice President of the Company 1992
since 1996 and Secretary since 1992; Secretary, Treasurer
and General Counsel of Arnold Bernhard & Co., Inc. since
1991, Director since 1992 and Vice President since 1994.

David T. Henigson* (45). Vice President of the Company 1992
since 1992 and Treasurer since 1994; Director of
Compliance and Internal Audit of the Company since 1988;
Vice President of each of the Value Line Funds since 1992
and Secretary and Treasurer since 1994; Vice President and
Director of Arnold Bernhard & Co., Inc. since 1992.

* Member of the Executive Committee

(b) The information pertaining to Executive Officers is set forth in Part I
under the caption "Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended April 30,
2002, 2001 and 2000 of the chief executive officer of the Company and each of
the other executive officers of the Company who were serving at April 30, 2002.
The Company has four executive officers.

LONG-TERM
COMPENSATION
AWARDS
-------------
RESTRICTED
NAME AND ANNUAL COMPENSATION STOCK OPTIONS ALL OTHER
PRINCIPAL FISCAL ------------------------------ AWARD(S) GRANTED COMPENSATION (b)
POSITION YEAR SALARY ($) BONUS (a) ($) ($) (#) ($)
------------------------ -------- ------------ --------------- ------------- --------- ------------------

Jean B. Buttner 2002 881,667 0 -- -- 17,976
Chairman of the Board 2001 853,092 900,000 -- -- 18,311
and Chief Executive 2000 826,807 900,000 -- -- 20,944
Officer

Samuel Eisenstadt 2002 136,250 120,000 -- -- 13,469
Senior Vice President 2001 128,750 120,000 -- -- 15,450
and Research Chairman 2000 125,000 120,000 -- -- 17,500

David T. Henigson 2002 100,000 395,000 -- -- 10,000
Vice President 2001 100,000 375,000 -- -- 12,000
2000 100,000 300,000 -- -- 14,000

Howard A. Brecher 2002 50,000 325,000 -- -- 5,000
Vice President 2001 50,000 295,000 -- -- 6,000
2000 50,000 250,000 -- -- 7,000

(a) A portion of the bonuses are contingent upon future employment.

(b) Employees of the Company are members of the Value Line Profit Sharing and
Savings Plan (the "Plan"). The Plan provides for a defined annual
contribution which is determined by a formula based upon the salaries of
eligible employees and the amount of consolidated net operating income as
defined in the Plan. The Company's contribution expense was $1,171,000 for
the year ended April 30, 2002. Each employee's interest in the Plan is
invested in such proportions as the employee may elect in shares of one or
more of the mutual funds for which the Company acts as investment adviser.
Distributions under the Plan vest in accordance with a schedule based upon
the employee's length of service and are payable upon the employee's
retirement, death, total and permanent disability or termination of
employment.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the number of shares acquired by any of the
named persons upon exercise of stock options in fiscal 2002, the value realized
through the exercise of such options and the number of unexercised options held
by such person, including both those which are presently exercisable and those
which are not presently exercisable.

NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT APRIL 30, 2002 AT APRIL 30, 2002 (1)
---------------------------- -----------------------------
SHARES ACQUIRED
UPON OPTION VALUE NOT NOT
NAME EXERCISE REALIZED (1) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
------------------- ---------------- -------------- ------------- ------------ ------------- -------------

Howard A. Brecher 1,200 $14,400 1,475 -- $17,700 --

------------------
(1) Market value of underlying securities at exercise date or year-end, as the
case may be, minus the exercise price.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of July 31, 2002 as to shares
of the Company's Common Stock held by persons known to the Company to be the
beneficial owners of more than 5% of the Company's Common Stock.

NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED (1)
------------------------ -------------------- -----------------------
Arnold Bernhard 8,609,403 86.27%
& Co., Inc. (1)
220 East 42nd Street
New York, NY 10017

------------------
(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive
Officer of the Company, owns all of the outstanding voting stock of Arnold
Bernhard & Co., Inc.

The following table sets forth information as of July 31, 2002, with respect to
shares of the Company's Common Stock owned by each director of the Company, by
each executive officer listed in the Summary Compensation Table and by all
officers and directors as a group.

NAME OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
---------------------------------- ------------------ --------------------
Jean Bernhard Buttner 100 (1) *
Harold Bernard, Jr. 441 *
Howard A. Brecher 1,800 (2) *
Samuel Eisenstadt 100 *
David T. Henigson 150 *
Dr. Herbert Pardes 100 *
Marion Ruth 200 *
All directors and executive
officers as a group (7 persons) 2,891 (1) (2) *

------------------
*Less than one percent

(1) Excludes 8,609,403 shares (86.27% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc. Jean Bernhard Buttner owns all of the
outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all
of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members
of the Buttner family.

(2) Includes 1,475 shares purchasable within 60 days of July 31, 2002 upon the
exercise of stock options by Mr. Brecher. The options expire on March 17,
2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Arnold Bernhard & Co., Inc. utilizes the services of officers and
employees of the Company to the extent necessary to conduct its business. The
Company and Arnold Bernhard & Co., Inc. allocate costs for office space,
equipment and supplies and support staff pursuant to a servicing and
reimbursement arrangement. During the year ended April 30, 2002, the Company
was reimbursed $539,000 for such expenses. In addition, a tax-sharing
arrangement allocates the tax liabilities of the two companies between them.
The Company pays to Arnold Bernhard & Co., Inc. an amount equal to the
Company's liability as if it filed separate tax returns.

ITEM 14.

Not Applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amended report on Form 10-K for
the fiscal year ended April 30, 2002, to be signed on its behalf by the
undersigned, thereunto duly authorized.

VALUE LINE, INC.
(REGISTRANT)

By: /s/ Jean Bernhard Buttner
----------------------------------
Jean Bernhard Buttner
Chairman & 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.

By: /s/ Jean Bernhard Buttner
----------------------------------
Jean Bernhard Buttner
Principal Executive Officer

By: /s/ Stephen R. Anastasio
----------------------------------
Stephen R. Anastasio
Principal Financial and Accounting Officer

By: /s/ David T. Henigson
----------------------------------
David T. Henigson
Vice President and Treasurer

Dated: August 22, 2002

/s/ Jean Bernhard Buttner /s/ Howard A. Brecher
------------------------- -------------------------
Jean Bernhard Buttner Howard A. Brecher

/s/ Harold Bernard, Jr. /s/ Samuel Eisenstadt
------------------------- -------------------------
Harold Bernard, Jr. Samuel Eisenstadt

/s/ Dr. Herbert Pardes /s/ David T. Henigson
------------------------- -------------------------
Dr. Herbert Pardes David T. Henigson

/s/ Marion N. Ruth
-------------------------
Marion N. Ruth

Dated: August 22, 2002