ITEM 1. BUSINESS
General. Aristotle is a holding company for its subsidiary, ASI. ASI is a holding company for Strouse. Strouse designs, manufactures and markets women's intimate apparel. Unless the context indicates otherwise, all references herein to the "Company" include Aristotle, ASI and Strouse.
Products. The Company designs, manufactures and markets two specific categories of women's intimate apparel: specialty brassieres and women's shapewear. Specialty brassieres are specifically designed to provide support and figure enhancement for women who are wearing apparel with backless, strapless or halter features, such as strapless and/or low back line dresses and gowns, halter tops and wedding gowns. The Company maintains a strong market position in three particular categories of specialty brassieres: strapless, backless strapless, and backless convertible/halter. Women's shapewear products provide support and control for a woman's abdominal area in the same manner as the traditional girdle. Such shapewear products include so-called "body briefers," and light, medium and firm control shapers that may extend from the bottom of a woman's brassiere to just above her knee. For fiscal year 1996, approximately 41% of the Company's total net sales were attributable to its lines of specialty brassieres, and the remaining 59% of total net sales were attributable to its lines of women's shapewear.
The Company distributes its products under several brand names, including Smoothie, Fleur de Lace, Smooth Advantage, Renaissance Rose, Sophistique, Waist Eliminator and Does What Your Diet Doesn't. Its core brand names, Smoothie and Fleur de Lace, are 41 and 19 years old, respectively. See the Consolidated Financial Statements contained elsewhere in this report for financial information relating to the Company's business.
Business Strategy. Aristotle's strategy is to acquire other companies, including companies within the women's specialty intimate apparel field with manufacturing processes and distribution channels which complement Strouse's operations. Although Aristotle is not currently engaged in a search for an acquisition target, Aristotle intends to review any acquisition opportunities which come to its attention. Strouse's strategy is to build on the strength of its brand names with consumer-oriented marketing programs in its existing department and specialty store channels of distribution and to expand its distribution on a selective basis in the private label segment with specific product lines in catalogs and national chains. Strouse attributes the strength of its private label and brand names to the quality, price, fit and design of its products.
Marketing and Distribution. The Company's products are marketed and distributed throughout the United States to retailers. a network of 13 sales executives, who are full-time employees of the Company, are responsible for marketing the Company's products in the continental United States. These sales executives are compensated by a combination of commissions and other incentives based upon net sales. Alfred A. Kniberg, President and Chief Operating Officer of Strouse, oversees the sales executives and takes an active role in supervising the marketing and distribution process.
The Company currently sells products under its brand names to the largest department stores in the United States, including Macy's, May Company, Dillard's, Bloomingdales, Dayton Hudson, Nordstroms, Nieman Marcus and Lord & Taylor, as well as to catalogs and other leading retailers such as Spiegel. since 1991, the Company has sold private label goods to accounts such as Victoria's Secret, Dillard's and J.C. Penney. Three of the Company's corporate customers accounted for 42.4% of total net sales for fiscal 1996. If any one of these three customers substantially reduced the amount of products it purchased from the Company, the Company's financial condition could be adversely affected.
The Company believes that there has been a consolidation of retailers into larger entities during the past few years. In addition, retailers have attempted to consolidate the purchases of their products by reducing their number of suppliers. The company cannot predict what effect, if any, these trends will have on its business.
The Company's sales are not substantially affected by seasonal consumption. However, the Company generally experiences reduced sales during the months of December and January.
Manufacturing and Raw Materials. The Company conducts some manufacturing operations, consisting primarily of cutting, sewing (approximately 4% of sewing) and packaging, at its facility located in New Haven, Connecticut. All other manufacturing of the Company's products is subcontracted to manufacturers in the Caribbean (primarily the Dominican Republic and Jamaica) and the continental United States. Approximately 95% of the Company's products are manufactured and sewn in the Caribbean, with approximately 68% of the Company's products manufactured and sewn in the Dominican Republic. Accordingly, the Company's operations may be adversely affected by political instability or other factors which may occur from time to time in the Dominican Republic or elsewhere in the Caribbean. This concentration of subcontractors in the Caribbean can also expose Strouse to abnormal production cost increases. Strouse continues to seek to develop multiple sources of manufacturing.
On December 22, 1994, Strouse signed an agreement with its Jamaica subcontractor, Maggie Manufacturing Company, Ltd., which began January 1, 1995 and provides for a three year lease of its manufacturing facility in Jamaica and an option to purchase the facility during the lease period. Management believes that the lease agreement will help provide the capacity needed to support future growth. Approximately 24% of the Company's products are manufactured and sewn in Jamaica.
The design and manufacture of specialty brassieres and women's shapewear are complex, requiring specialized and sophisticated machinery and tools. The complex design and manufacturing process results in a higher per unit cost and a lower volume of units being produced, as compared to the design and manufacture of simpler garments.
The Company uses various synthetic fibers and natural materials, such as cotton, in the manufacture of its products. These raw materials are generally available from multiple sources; the Company purchases the majority of its raw materials from sources within the United States.
Competition. The women's intimate apparel industry is highly competitive. The Company's products compete for customers with numerous manufacturers of well-known brands of women's intimate apparel. With respect to specialty brassieres, the Company's primary competition is from the Truform, Warners, Maidenform, Playtex and Vanity Fair lines of specialty brassieres; with respect to shapewear, the Company competes primarily with the Olga, Vanity Fair, Truform, Playtex and Bali lines of shapewear.
The principal competitive factors in the intimate apparel market are quality, price, fit and design of products, engineering, customer and brand loyalty, and customer service (including maintenance of sufficient inventories for timely delivery). Many of the Company's competitors have greater financial and other resources and are, therefore, able to expend more resources and effort than the Company in areas such as marketing and product development.
Employees. As of September 2, 1996, the Company employed 144 full time personnel. None of the Company's employees are members of a union.
Bank Financing. On November 3, 1995, Strouse and Fleet Bank, National Association ("Fleet") entered into a credit agreement which provided for a line- of-credit facility and two term loan facilities. The line-of-credit facility provided for maximum borrowings of $8,750,000. The principal amounts of the term loans were $2,500,000 and $225,000, respectively. The Fleet credit agreement would have matured on October 31, 1996.
On October 3, 1996, Strouse terminated its credit agreement with Fleet and entered into a new credit agreement with Bank of Boston Connecticut ("Bank of Boston"). The new credit agreement provides for a line-of-credit facility and a term loan facility (the "Credit Facilities"). Borrowing under the line-of-credit is determined by a borrowing base which is equal to the sum of 80% of eligible accounts receivable, plus 50% of eligible raw material inventory, plus 60% of eligible finished goods inventory with a maximum borrowing of $8,000,000 at any one time. In addition, the line-of-credit facility permits advances to exceed the borrowing base amount by up to $750,000 through September 1997, and $500,000 thereafter through September 1999 (so long as the total line-of-credit is not more than the $8,000,000 and the overadvance is reduced to zero for 30 consecutive days per annum). The principal amount of the term loan is $2,000,000. The credit agreement matures in September 1999. Strouse uses the Credit Facilities for working capital and other general corporate purposes.
The interest on the line-of-credit will vary from prime to prime plus 1.0% or Eurodollar plus 1.75% to Eurodollar plus 3.0% per annum based on the financial performance of Strouse. The term loan bears interest at the option of the Company at a rate per annum equal to prime plus .75%, Eurodollar plus 2.5% or at a fixed rate of Bank of Boston's cost of funds plus 2.25%. The term loan has a three year term and requires principal payments to reduce the amount outstanding based on a ten year amortization.
The Credit Facilities are secured by a lien on all assets of Strouse. Aristotle and ASI have unconditionally guaranteed the Credit Facilities. Recourse under each guaranty is limited to $2,000,000. To secure Aristotle's guarantee of the Credit Facilities, Aristotle has pledged $500,000. The Credit Agreement further provides that Strouse may not pay dividends to ASI or Aristotle without Bank of Boston's prior written consent. Strouse must maintain certain financial ratios and satisfy various other covenants in connection with the Credit Facilities (See Note 4 of Notes to Consolidated Financial Statements).
As of October 3, 1996, the balances outstanding on the line-of-credit was $6,003,000 and the term loan was $2,000,000. As of October 3, 1996, the additional borrowing available on the overadvance was $677,000.
Background Regarding Aristotle. Aristotle is the former holding company of First Constitution Bank (the "Bank"), which was Aristotle's only subsidiary and which, on October 2, 1992, was seized by the FDIC. On April 11, 1994, Aristotle acquired (the "Acquisition") Strouse pursuant to the terms of a Capital Contribution Agreement and certain other agreements. As a result of the Acquisition, Aristotle currently owns approximately 97% of the issued and outstanding common stock of ASI, which in turn owns all of the outstanding capital stock of Strouse. Aristotle therefore currently indirectly owns 97% of the issued and outstanding capital stock of Strouse and Aristotle's business is the business of Strouse. In May 1994, the Company effectuated a one for ten reverse stock split.
Aristotle was organized in 1986 and is chartered in the State of Delaware. on April 14, 1993, the Company changed its name from First Constitution Financial Corporation to The Aristotle Corporation.
ITEM 2.
ITEM 2. PROPERTIES
The Company's principal facility is located in New Haven, Connecticut (the "New Haven Facility"). Such facility is leased from New England Resources Limited Partnership ("NERLP"), consists of approximately 115,000 square feet, and houses Strouse's general administrative offices. In addition, the New Haven Facility is used for manufacturing, packaging, storage, quality control, receiving and distribution. The leases for the New Haven Facility expire on December 31, 1999 and provide for annual rent of approximately $3.75 per square foot in fiscal 1996. One of such leases, involving 11,650 square feet, may be canceled upon six months prior notice from either party. NERLP is affiliated with David S. Howell, a former director of the Company and the former Chairman and Chief Executive Officer of Strouse, and Ann-Marie Howell, a former Vice President and the former Secretary of Strouse.
On December 22, 1994, Strouse signed an agreement with its Jamaica subcontractor, Maggie Manufacturing Company, Ltd., which began January 1, 1995 and provides for a three year lease of its manufacturing facility in Jamaica and an option to purchase the facility during the lease period for $700,000. Under the terms of the lease, Strouse makes quarterly payments of $81,250, $87,500, and $93,750, for calendar years 1995, 1996 and 1997, respectively.
Management believes that the lease agreement will help provide the capacity needed to support future growth. Approximately 24% of the Company's products are manufactured and sewn in Jamaica.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to the following material legal proceedings:
The Stockholders Litigation. During 1990, two separate purported stockholder class actions were commenced in the United States District Court for the District of Connecticut and a consolidated complaint, captioned In Re: First Constitution Stockholders Litigation, was filed on August 3, 1990 (the "Stockholder Litigation"). The consolidated complaint alleged, among other things, that during the purported class period (January 25, 1989 to April 5, 1990), the Company, a former director and certain former officers acted to inflate the price of Common Stock of Aristotle (the "Common Stock") by issuing materially false and misleading statements or omissions. The consolidated complaint also alleged claims based on common law fraud and misrepresentation, and sought unspecified damages, as well as recovery of attorneys' fees.
On May 23, 1996, plaintiffs, Aristotle and the individual defendants entered into a Stipulation and Agreement of Settlement pursuant to which, among other things, the Stockholder Litigation would be settled for $2,300,000 which, following the payment of attorney's fees and costs, would be distributed to class members who timely submitted valid proofs of claim. Aristotle's directors and officers liability insurance carrier has funded the entire settlement amount. By order and judgment dated August 2, 1996, the Court approved the settlement and dismissed the Stockholder Litigation with prejudice.
FDIC Claims. In April 1995, the FDIC filed a complaint related to this matter captioned Federal Deposit Insurance Corporation vs. The Aristotle Corporation, in the United States District Court for the District of Connecticut (Civil No. 395CV00684TFGD). The FDIC claimed that it was entitled to income tax refunds for certain tax years that were received or were about to be received by Aristotle. Aristotle established a reserve of $3,982,000 for this potential claim as of June 30, 1993. Approximately $5,740,000 in tax refunds were deposited in special escrow accounts (the "FDIC Escrow Accounts").
In addition, the FDIC reported to the Company that it was investigating potential claims against certain former officers and directors of the Bank based on alleged negligence in approving certain loans that the Bank made and subsequently lost money on when borrowers defaulted. Under Delaware law and under Aristotle's bylaws, Aristotle may have had an obligation to indemnify these officers and directors for expenses and liabilities incurred by them in connection with any action the FDIC brought to enforce its claims.
The Company, the FDIC and certain other interested parties entered into a settlement agreement dated May 29, 1996 regarding the foregoing asserted claims and potential claims (the "FDIC Claims"). Under the settlement agreement, the Company retained $2,000,000 of the disputed $5,740,000 in tax refunds, plus the accrued interest on the refunds. The FDIC received the balance of the tax refunds. The FDIC and Aristotle each dismissed the above-captioned action, as it related to the other party. As part of the settlement agreement, the FDIC released Aristotle, certain of Aristotle's former officers and directors and certain officers and directors of the Bank from any claims pertaining to the operations or failure of the Bank. Aristotle released the FDIC from all claims relating to the Bank.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II -------
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - -----------------------------------------------------------------------------
The table below sets forth the high and low prices per share of Common Stock for the periods indicated.
The Common Stock is listed for trading on the NASDAQ SmallCap Market under the symbol "ARTL." As of October 7, 1996, there were approximately 4,100 stockholders of record and 3,000 additional beneficial stockholders (stockholders holding Common Stock in brokage accounts). It is unlikely that the Company will pay any dividends with respect to its Common Stock in the foreseeable future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected consolidated financial data of the Company and selected financial data of Strouse can be found on pages 2 to 3 of this report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
"Management's Discussion and Analysis of Financial Conditions and Results of Operations" can be found on pages 4 to 9 of this report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Company and its subsidiary, together with the related Notes to Consolidated Financial Statements and the reports of independent auditors, can be found on pages 10 to 34 of this report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On October 3, 1994, the Board of Directors appointed Arthur Andersen LLP to serve as independent accountants for the Company, subject to ratification of such appointment by the stockholders. The information required by this Item 9 has been previously reported in the Company's current report on Form 8-K filed with the Securities and Exchange Commission on October 21, 1994, as amended.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item will be set forth under the section entitled "Election of Directors" and "Executive Officers" in the Company's 1996 definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the Company's fiscal year, and is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item will be set forth under the section entitled "Executive Compensation" in the Company's 1996 definitive proxy statement is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item will be set forth under the section entitled "Stock Owned by Management and Principal Stockholders" in the Company's 1996 definitive proxy statement, and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item will be set forth under the section entitled "Certain Transactions" in the Company's 1996 definitive proxy statement, and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following are filed as part of this report:
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(3) Exhibits:
Exhibit 2.1- Capital Contribution Agreement dated as of November 19, 1993 by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse, Adler Company and the Stockholders of Strouse. Incorporated herein by reference to Exhibit 2.1 of The Aristotle Corporation's Current Report on Form 8-K dated April 14, 1994, as amended (the "1994 Current Report").
Exhibit 3.1- Restated Certificate of Incorporation of The Aristotle Corporation, Certificates of Amendments thereto, and Certificate of Correction thereto. Incorporated herein by reference to Exhibit 4.2 of the 1994 Current Report.
Exhibit 3.2- Certificate of Designation, Preferences and Right of Series A, B, C and D Preferred Stock of The Aristotle Corporation. Incorporated herein by reference to Exhibit 4.3 of the 1994 Current Report.
Exhibit 3.3- Bylaws. Incorporated herein by reference to Exhibit 3.2 of The Aristotle Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, filed on March 31, 1993 (the "1992 Form 10-K").
Exhibit 4.1- Restated Certificate of Incorporation of The Aristotle Corporation, Certificates of Amendment thereto, and Certificate of Correction thereto. See Exhibit 3.1 hereof.
Exhibit 4.2- Certificate of Designation, Preferences and Right of Series A, B, C and D Preferred Stock of The Aristotle Corporation. See Exhibit 3.2 hereof.
Exhibit 4.3- Amended and Restated Certificate of Incorporation of Aristotle Sub, Inc., and amendment thereto. Incorporated herein by reference to Exhibit 4.1 of the 1994 Current Report.
Exhibit 4.4- Certificate of Amendment of Amended and Restated Certificate of Incorporation of Aristotle Sub, Inc. filed August 30, 1995. Incorporated herein by reference to Exhibit 4.4 of The Aristotle Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, filed on October 12, 1995 (the "1995 Form 10-K").
Exhibit 4.5- Form of Stock Purchase Warrant Series A of The Aristotle Corporation dated as of April 11, 1994. Incorporated herein by reference to Exhibit 2.10 of the 1994 Current Report.
Exhibit 4.6- Form of Stock Purchase Warrant Series B of The Aristotle Corporation dated as of April 11, 1994. Incorporated herein by reference to Exhibit 2.11 of the 1994 Current Report.
Exhibit 10.1- Form of Option Agreement between Aristotle Sub, Inc. and optionees dated as of April 11, 1994. Incorporated herein by reference to Exhibit 2.2 of the 1994 Current Report.
Exhibit 10.2- Pledge and Escrow Agreement dated as of April 11, 1994 by and among Aristotle Sub, Inc. and certain other parties. Incorporated herein by reference to Exhibit 2.8 of the 1994 Current Report.
Exhibit 10.3- Letter Agreement by and among The Aristotle Corporation, Aristotle Sub, Inc., Alfred Kniberg and David Howell dated June 27, 1995. Incorporated herein by reference to Exhibit 10.3 of the 1995 Form 10-K.
Exhibit 10.4- Security Agreement dated as of April 11, 1994 by and among The Strouse, Adler Company and certain other parties. Incorporated herein by reference to Exhibit 2.9 of the 1994 Current Report.
Exhibit 10.5- Term Promissory Notes dated April 11, 1994 payable to The Aristotle Corporation. Incorporated herein by reference to Exhibit 2.12 of the 1994 Current Report.
Exhibit 10.6- Employment Agreement dated as of April 11, 1994 by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse, Adler Company and David Howell. Incorporated herein by reference to Exhibit 2.3 of the 1994 Current Report.
Exhibit 10.7- Employment Agreement dated as of April 11, 1994 by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse, Adler Company and Alfred Kniberg. Incorporated herein by reference to Exhibit 2.4 of the 1994 Current Report.
Exhibit 10.8- Employment Agreement dated as of April 11, 1994 by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse, Adler Company and Joyce Baran. Incorporated herein by reference to Exhibit 2.5 of the 1994 Current Report.
Exhibit 10.9- Employment Agreement dated as of April 11, 1994 by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse, Adler Company and Paul McDonald. Incorporated herein by reference to Exhibit 2.6 of the 1994 Current Report.
Exhibit 10.10- Shareholder Loan Pledge Agreements dated as of April 11, 1994 by and between certain parties and The Aristotle Corporation. Incorporated herein by reference to Exhibit 2.13 of the 1994 Current Report.
Exhibit 10.11- Stock Option Plan of The Aristotle Corporation, as amended. Incorporated herein by reference to Exhibit 10.2 of the 1992 Form 10-K.
Exhibit 10.12- Form of Stock Option Agreement (for non-employee directors). Incorporated herein by reference to Exhibit 10.3 of the 1992 Form 10-K.
Exhibit 10.13- Form of Incentive Stock Option Agreement (for employees). Incorporated herein by reference to Exhibit 10.4 of the 1992 Form 10-K.
Exhibit 10.14- Lease dated October 4, 1991 by and between The Strouse, Adler Company and New England Resources Limited Partnership. Incorporated herein by reference to Exhibit 10.15 of the 1995 Form 10- K.
Exhibit 10.15- First Amendment to Lease dated April 11, 1994 by and between New England Resources Limited Partnership. Incorporated herein by reference to Exhibit 10.16 of the 1995 Form 10-K.
Exhibit 10.16- Second Amendment to Lease dated December 14, 1994 by and between New England Resources Limited Partnership. Incorporated herein by reference to Exhibit 10.17 of the 1995 Form 10-K.
Exhibit 10.17- Master Credit Agreement dated as of October 3, 1996 by and between The Strouse, Adler Company and Bank of Boston Connecticut is attached hereto as Exhibit 10.17.
Exhibit 10.18- Option Agreement dated as of December 22, 1994 by and among The Strouse, Adler Company, PBS Enterprises Ltd., Davedan Properties Ltd. and Maggie Manufacturing Company Ltd. Incorporated herein by reference to Exhibit 10.20 of the 1995 Form 10-K.
Exhibit 10.19- Exclusive Subcontracting Agreement dated as of December 22, 1994 by and among The Strouse, Adler Company, PBS Enterprises Ltd., Davedan Properties Ltd. and Maggie Manufacturing Company Ltd. Incorporated herein by reference to Exhibit 10.21 of the 1995 Form 10- K.
Exhibit 10.20- Restrictive Covenant Agreement dated as of December 22, 1994 by and among The Strouse, Adler Company, PBS Enterprises Ltd., Davedan Properties Ltd., Maggie Manufacturing Company Ltd., Peter Blair Shalleck and Sandy Shalleck. Incorporated herein by reference to Exhibit 10.22 of the 1995 Form 10-K.
Exhibit 10.21- Specific Performance Agreement dated as of December 22, 1994 by and among The Strouse, Adler Company, Peter Blair Shalleck and Sandy Shalleck. Incorporated herein by reference to Exhibit 10.23 of the 1995 Form 10-K.
Exhibit 10.22- Settlement and Release Agreement dated as of May 29, 1996 among The Aristotle Corporation, the Federal Deposit Insurance Corporation and certain other interested parties is attached hereto as Exhibit 10.22.
Exhibit 10.23- Stipulation and Agreement of Settlement dated as of May 28, 1996 Re: In Re First Constitution Shareholders Litigation is attached hereto as Exhibit 10.23.
Exhibit 10.24- Letter Agreement dated October 27, 1995 Re: Amended Put Rights. Incorporated herein by reference to Exhibit 10.1 of The Aristotle Corporation's Quarterly Report for the quarterly period ended December 31, 1995, filed on January 31, 1996.
Exhibit 21.1- Subsidiaries of The Aristotle Corporation is attached hereto as Exhibit 21.1.
Exhibit 27- Financial Data Schedule is attached hereto as Exhibit 27.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed in the fourth quarter of the Company's fiscal year ended June 30, 1996.
(c) See (a)(3) above.
(d) See (a)(2) above.
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.
THE ARISTOTLE CORPORATION
/s/ John J. Crawford --------------------
John J. Crawford Its President, Chief Executive Officer and Chairman of the Board Date: October 15, 1996
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.
FINANCIAL STATEMENT SCHEDULES INDEX -----------------------------------
Schedule I - Condensed Financial Information of the Registrant
Schedule II - Valuation and Qualifying Accounts
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES -----------------------------------------------------
To the Board of Directors and Stockholders of The Aristotle Corporation:
We have audited in accordance with generally accepted auditing standards, the financial statements included in The Aristotle Corporation's Form 10-K, and have issued our report thereon dated October 3, 1996. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index of financial statements are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP
New Haven, Connecticut October 3, 1996
S-1
[LETTERHEAD OF RICHARD A. EISNER & COMPANY, INC. APPEARS HERE]
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders The Aristotle Corporation New Haven, Connecticut
The audit referred to in our report dated August 26, 1994 included Schedule II for the year ended June 30, 1994.
In our opinion, such schedule presents fairly the information set forth therein in compliance with the applicable accounting regulation of the Securities and Exchange Commission.
/s/ Richard A. Eisner & Company, LLP
New York, New York August 26, 1994
S-1a
Schedule I CONDENSED FINANCIAL INFORMATION OF THE ARISTOTLE CORPORATION (DOLLARS IN THOUSANDS)
S - 2
SCHEDULE I (cont.)
CONDENSED FINANCIAL INFORMATION OF THE ARISTOTLE CORPORATION (DOLLARS IN THOUSANDS)
S - 3
SCHEDULE I (cont.)
CONDENSED FINANCIAL INFORMATION OF THE ARISTOTLE CORPORATION (DOLLARS IN THOUSANDS)
S - 4
SCHEDULE II
THE ARISTOTLE CORPORATION AND SUBSIDIARY VALUATION ACCOUNTS (DOLLARS IN THOUSANDS)
S - 5
EXHIBIT INDEX
Exhibit 10.17 - Master Credit Agreement dated as of October 3, 1996 by and between The Strouse, Adler Company and Bank of Boston Connecticut
Exhibit 10.22 - Settlement and Release Agreement dated as of May 29, 1996 among The Aristotle Corporation, the Federal Deposit Insurance Corporation and certain other interested parties
Exhibit 10.23 - Stipulation and Agreement of Settlement dated as of May 28, 1996 Re: In Re First Constitution Shareholders Litigation
Exhibit 21.1 - Subsidiaries of The Aristotle Corporation
Exhibit 27 - Financial Data Schedule