Document/Exhibit Description Pages Size
1: 10-K 1993 Form 10-K 29± 164K
5: EX-10 Amended Complaint Filed December 1, 1993 46± 171K
4: EX-10 Forms of Non-Qualified Stock Option Agreements 10± 40K
3: EX-10 Indemnification Agreements 18± 91K
6: EX-10 Investor Relations Letter Agreement Dated 1/6/94 1 9K
7: EX-10 Investor Relations Letter Agreement Dated 12/20/93 1 9K
9: EX-10 Letter Agreement Dated December 4, 1992 1 9K
8: EX-10 Letter Agreement Dated May 28, 1992 2± 9K
2: EX-10 Third Amendment to Agreement With Citibank 4± 19K
10: EX-11 Computation of Earnings Per Share 2 9K
11: EX-13 1993 Annual Report 28± 127K
12: EX-15 Consent of Independent Accountants 1 7K
13: EX-22 Subsidiaries 1 5K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1993 Commission File No. 1-10411
SAFECARD SERVICES, INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 13-2650534
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3001 E. Pershing Blvd, Cheyenne, Wyoming 82001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(307) 771-2700
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which Registered
Common Stock, $.01 Par Value 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant (based on the closing market price on January 25, 1994):
$434,053,000.
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of January 25, 1994: Common Stock, $.01 Par Value -
24,182,815 shares.
Documents Incorporated By Reference
Portions of the Annual Report to Shareholders for the year ended October 31,
1993 are incorporated by reference into Part II.
Portions of the Proxy Statement for the 1994 Annual Meeting of Shareholders
are incorporated by reference into Part III.
PART I
Item 1. BUSINESS
Background
SafeCard Services, Incorporated ("SafeCard") has been in the business of
selling subscriptions by mail and telephone for continuity services that it
operates or administers. Continuity services are services provided pursuant
to subscriptions which typically continue annually or periodically unless
cancelled by the subscriber. SafeCard is a Delaware corporation organized in
1969. During 1992, the Company* relocated its headquarters and operational
facility from Ft. Lauderdale, Florida to Cheyenne, Wyoming. The Company's
executive offices are located at 3001 E. Pershing Blvd., Cheyenne, Wyoming,
82001, and its telephone number is (307) 771-2700. (See Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Note E of Notes to Consolidated Financial Statements under Item 8. Financial
Statements and Supplementary Data).
Subscriptions are primarily sold to credit cardholders through
arrangements with credit card issuers, including banks and financial services
companies, major oil companies, retail department stores and others.
Subscriber acquisition material printed for the Company that describes its
services and how to subscribe is inserted in the credit card issuer's monthly
billing statements or mailed by the Company directly to credit cardholders.
Credit cardholders are also asked to subscribe by means of telephone calls.
Subscription fees are generally billed to subscribers' credit card accounts
and remitted to the Company by the credit card issuer.
The Company's principal service is credit card loss notification ("Hot-
Line"), whereby the Company gives prompt notice to credit card issuers upon
being informed that a subscriber's credit cards have been lost or stolen
(plus a variety of ancillary service features). Other continuity services
offered by the Company include those related to fee-based credit cards,
reminder services, a personal credit information service, a discount travel
service and a legal plan. Certain of the Company's services include
incidental insurance coverage underwritten by its insurance subsidiary. In
1993, the Company also began placing greater emphasis on the development of
new products and services. For information regarding the Company's revenue,
earnings and financial condition, see Item 6. Selected Financial Data, Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations and Item 8. Financial Statements and Supplementary Data.
In December 1993, the Board of Directors elected Paul G. Kahn as Chairman
of the Board and Chief Executive Officer. Under Mr. Kahn's leadership, the
Company's strategy is to broaden its scope so as to become an
entrepreneurial, market-driven consumer services company. While expansion of
the business and the development of new areas of business may not contribute
significantly to revenues in 1994, the Company may incur certain expenses in
1994 in developing these new areas of business. See Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.
References herein to the years 1993, 1992 and 1991 refer to the Company's
fiscal years ended October 31.
*Unless otherwise noted or where the context otherwise requires, the term
"Company" refers to SafeCard Services, Incorporated, including its 100%-owned
subsidiaries, SafeCard Services Insurance Company, SafeCard Travel Services,
Inc., SafeCard Marketing, Inc. and one inactive subsidiary.
Services Provided
Hot-Line Credit Card Loss Notification Service
Hot-Line is the Company's original service and has been its major source
of revenue and earnings. A subscriber's credit cards may be registered with
the Company's operations center where the data is maintained. If a
subscriber notifies the Company of the loss or theft of his/her credit cards,
the Company retrieves (or, if cards have not previously been registered,
obtains) the necessary information, and then promptly notifies the credit
card issuers of the loss, simultaneously requesting replacement. A variety
of ancillary services are typically also made available to subscribers. In
1993, the Company increased the price of certain annual membership fees from
$12 to $15. The Company also sells multi-year subscriptions, generally for
three year periods at prices historically ranging from $36-$39, which provide
for payment in advance of the full subscription price. The Company increased
the price of certain multi-year membership fees from $36 - $39, to $45 in
1993. The Company sometimes offers to subscribers an initial trial period at
either no fee or a nominal fee.
In most states Hot-Line includes liability insurance against fraudulent
use of credit cards, issuance of fraud-deterrent stickers to be affixed to
credit cards, notification to card issuers of a subscriber's address change,
and in some instances, issuance of an emergency medical card containing a
microfilm history of certain medical data provided by the subscriber. The
Company will also typically wire a $100 to $1500 cash advance or send an
airplane ticket to subscribers under certain conditions. Such advances and
the cost of such tickets are typically repayable in thirty days. Other
services available to subscribers include a nationwide toll-free message
service (similar to an answering service) and a lost key return service.
During 1993, 1992 and 1991, Hot-Line provided 73%, 73% and 72%,
respectively, of the Company's subscription revenue. See Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Fee-Based Credit Card Services
The Company, through arrangements with credit card issuers, markets fee-
based credit cards, generally to the issuer's existing no fee cardholders.
For an annual fee of $15 to $25, cardholders who subscribe to the fee-based
credit cards typically receive a new credit card, issued by the credit card
issuer, and various services such as credit card registration, discounts on
travel, insurance and other services provided or obtained by the Company.
The card issuer is responsible for the collection of all charges made to the
credit card and may also provide other services to the cardholder. During
1993, 1992 and 1991, Fee Card programs provided 13%, 12% and 12%,
respectively, of the Company's subscription revenue. See Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Reminder Services
The date reminder services ("Reminder Services") provide subscribers, by
mail, a monthly computer-generated reminder listing personal dates and events
registered by the subscriber in addition to standard holidays. Subscribers
add dates and events as desired, either by mail or by calling the Company's
toll-free, 24 hour-a-day operations center. The Reminder Services include
either a large plastic-laminated wall calendar, and/or a personal Desk
Appointment Book, and/or a Pocket Appointment Book. During 1993, 1992 and
1991, Reminder Services provided less than 10% of the Company's subscription
revenue.
CreditLine Services
CreditLine is a personal credit information service. Subscribers receive
a comprehensive personal credit report biography either annually or upon
request and other services such as a date reminder service and a social
security update service. The subscriber's credit information is obtained
from national credit bureaus and reorganized into a user-friendly format.
The annual fees are typically $29. The Company also sometimes markets
CreditLine in conjunction with other services at higher prices. The credit
reporting business is subject to existing regulation, as well as future
regulation, if any. During 1993, 1992 and 1991, CreditLine Services provided
less than 10% of the Company's subscription revenue.
The Company began marketing CreditLine in 1989. The Company markets
CreditLine pursuant to an agreement ("the CreditLine Agreement") with
CreditLine Corporation, a corporation owned by Peter and Steven J. Halmos,
the Company's co-founders and their families. Billings, costs and any
resulting profits or losses, are shared 50% by the Company and 50% by
CreditLine Corporation. In June 1993, the Company was notified by CreditLine
Corporation that the license agreement under which the Company markets
certain credit information products and services known as CreditLine would
not be renewed effective November 1, 1993. However, the Company believes it
has certain continuing marketing rights under the license agreement. In
addition, the CreditLine Agreement is the subject of litigation between Peter
Halmos and related entities and the Company. See Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Item 8. Financial Statements and Supplementary Data.
New Services Under Development
In 1993, the Company began placing greater emphasis on the development of
new products and services and is currently test marketing three new services
with various credit card issuer clients. Results to date are too preliminary
to determine the viability of these services. New products and services
which are test marketed are frequently not successful.
Other Services
The Company offers a discount travel service, either separately or in
conjunction with other programs. Although the Company is no longer actively
marketing its prepaid legal and home protection services, it does provide
these services to existing subscribers who renew their subscriptions. In
past years, the Company marketed certain reference services ("Reference
Services") which included either the Guiness Book of World Records, The World
Almanac and Book of Facts or The J.K. Lasser Tax Guide. While the Company is
not marketing these programs at the present time, the Company continues to
provide services to existing subscribers who renew their subscriptions.
During 1993, 1992 and 1991, these other services collectively provided less
than 10% of the Company's subscription revenue.
Subscriber Acquisition
The Company sells subscriptions for its services primarily through
arrangements with credit card issuers, to consumers who use credit cards.
The Company's subscriber acquisition strategy includes direct mail (generally
"Solo Mailings" and "Billing Inserts") and telephone sales. The Company's
subscriber acquisition campaigns are typically based on internally-developed
strategies, research, formats, copy and graphics and often include multiple
solicitations within an overall strategy.
The Company's Solo Mailings are generally those created and mailed
directly by the Company to holders of credit cards from listings supplied to
the Company by the issuers of such credit cards. The printing is typically
done by others under contract with SafeCard. While Solo Mailings vary in
type and content, they generally include a descriptive brochure, a letter and
other subscriber acquisition materials, as well as a postage-paid return
subscription form. Each Solo Mailing typically must be approved by the
credit card issuer and generally contains materials (i.e., letter, envelope,
etc.) bearing the credit card issuer's name and logo.
Billing Inserts are generally created by the Company and printed by
others under contract and are inserted in the monthly billing statements of
credit card issuers. Billing Inserts have the advantage of low cost (because
postage is generally paid by credit card issuers). Each Billing Insert
mailing typically must be approved by the credit card issuer. Due to the
comparatively low cost of Billing Inserts and the limitation on the number of
inserts which may be placed in any single billing statement, there is intense
competition for insert space.
The current average cost of Solo Mailings is approximately $230 per
thousand pieces of mail, as compared with about $30 per thousand pieces for
Billing Inserts. While Solo Mailings are more costly, primarily due to the
fact that the Company pays the postage, Solo Mailings typically generate a
higher response rate. In addition, Solo Mailings may be sent to all
cardholders of a card issuer, whereas Billing Inserts are mailed only to
cardholders who are receiving a statement in the month of insertion. A U.S.
postal rate increase is anticipated in 1995. Since postage represents the
largest component of direct mail cost, this will have a direct impact on the
Company.
The Company also sells subscriptions (primarily Hot-Line) by telephone.
Although the cost of telephone sales is typically higher, as compared to Solo
Mailing and Billing Inserts, the response rates are generally higher and the
initial subscription period for telephone sales is often for more than one
year, with payment to the Company in advance. Mailings result in both single
year and multi year subscribers, with a larger percentage being single year.
During 1993, 1992 and 1991, approximately 54%, 58% and 50%, respectively
of all subscriptions for Hot-Line were acquired through telephone sales. See
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Subscriber acquisition costs are the Company's largest expense category.
Subscriber fees are the primary source of revenue. The relationship of these
costs to subscription revenues is dependent on a variety of factors including
prices, net response rates (gross enrollments less cancellations), marketing
costs and renewal rates. These factors are affected by economic conditions,
interest rates, other factors affecting the number of credit cards in use,
demographic trends, consumers' propensity to buy, the degree of market
penetration and the effectiveness of subscriber acquisition concepts, copy
and marketing strategies, and other factors. In addition, cardholders of
certain credit card issuer clients respond more favorably than others to
similar promotions. In 1993, subscriber acquisition and service costs, as a
percentage of subscription revenue, increased by approximately 2% over the
prior year (primarily due to a decline in certain net response rates,
primarily in telemarketing). See Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.
Relationships with Credit Card Issuers
The Company acquires its subscribers primarily through contractual
arrangements with credit card issuers (including banks and financial services
companies, major oil companies, retail department stores and others) for the
mail and telephone sales of its services to the issuers' credit card
customers. The Company also provides, to a limited extent, on a wholesale
basis, its services to large membership groups which are affiliated with
credit card issuers, such as oil company travel clubs. New marketing with
particular credit card issuers varies from year to year based on both the
Company's and the credit card issuer's strategies as well as contractual
requirements.
The Company has written agreements with a few large credit card issuers
which account for a large percentage of its subscription revenue.
Termination of any of these contracts would adversely affect the Company.
Contracts with Citicorp (South Dakota), N.A. and related entities
contributed 34%, 37% and 41% of the Company's consolidated subscription
revenue in 1993, 1992 and 1991, respectively. The Company has had contracts
with Citicorp since 1981. The principal Citicorp contract, which had an
initial term through June 1993, was amended on March 31, 1992 to extend the
contract to December 31, 1997 and again on September 1, 1993 to extend the
contract to December 31, 1999. Citicorp has a right to terminate the
contract in the event of the sale of a majority of the shares of the Company
to specified credit card issuers, to banks and their corporate affiliates,
and to entities that do not have equity of at least $25 million.
Contracts with Sears, Roebuck and Co. contributed approximately 10% of the
Company's subscription revenue during 1993 (and less than 10% in 1992 and
1991). The agreement, which contains a provision for cancellation without
cause upon 90 days notice, is subject to renewal annually.
Contracts with Shell Oil Company accounted for approximately 10% of the
Company's consolidated subscription revenue in 1991 (and less than 10% in
1993 and 1992). The Shell Oil Company contracts have varying initial terms
but automatically renew on an annual basis unless terminated by either party.
Credit card issuers from time to time may adopt a change in business
strategy which may affect the Company. For example, in October 1993, Shell
Oil Company and a major bank announced the joint marketing of a co-branded
card. In addition, certain consolidations of credit card issuers and market
share shifts have occured and may continue to occur. To date, the Company
has not noted any material impact as a result of these changes in business
strategy.
The Company's many contracts with credit card issuers generally (though
not always) have a one-year or two-year initial term, provide for automatic
annual renewal thereafter unless cancelled by either party, and are subject
to the fulfillment of certain contractual obligations. These contracts
generally provide for the mail and/or telephone sales of subscriptions to the
issuer's credit card customers, for the billing (to the subscriber's credit
card account) and collection of subscription fees by the card issuers and for
payment to the card issuers of commissions or fees. In certain cases, the
Company enters into profit-sharing arrangements with credit card issuers, in
which the Company pays compensation to credit card issuers based on
profitability (as defined in the agreement with the credit card issuer).
Authorization for each mailing and/or telephone sales campaign typically
must be obtained by the Company from the card issuer, although some contracts
contain minimum marketing volume requirements. The Company's ability to
obtain such authorization is critical and is dependent on many factors,
including the business strategies of the credit card issuer clients; the
volume, profitability and efficiency of subscriber acquisitions; quality and
efficiency of the Company's subscriber servicing; and competition for the
limited subscriber acquisition volume which may be allowed by any one issuer.
Additional important factors in the maintenance of these contracts are the
Company's knowledge of the differing operational requirements of each credit
card issuer, including compatible data processing software, innovative
subscriber acquisition strategies, operational efficiency and financial
stability.
The Company generally does not have proprietary or other rights to the
issuers' credit card customer lists should a credit card issuer terminate its
contract with the Company. In that event, with the majority of issuers, the
Company would continue to provide services to, and receive its revenue from,
existing subscribers after termination. The Company's right to continue to
bill existing subscribers after termination of client contract generally
continues as long as there is an active credit card or until such subscribers
cancel their subscriptions or for certain contractually specified periods of
time.
Competition
Competition in securing contracts with credit card issuers for sales of
subscriptions to the issuers' cardholders -- i.e., the third party endorsed
segment of the credit card industry -- is intense. Among the factors
affecting the outcome of such competition are the quality and reliability of
the services to be offered, subscriber acquisition strategy and expertise
(which is highly dependent upon creative talents), operational capability,
reputation, financial stability of the company supplying the services, the
confidence of credit card issuers in management of the company and the
compensation or fee paid to the credit card issuer. Additionally, the
Company must maintain security over credit card and credit data of which it
has custody.
The Company believes it has greater than 50% of the market share (within
the United States) for credit card registration. Competitors in the credit
card registration business include Credit Card Sentinel, CUC International,
American Express and others. Fee-based credit cards are sometimes directly
marketed and/or serviced by certain credit card issuers. Certain national
credit bureaus, as well as CUC International, offer or have offered personal
credit information services in competition with CreditLine. CreditLine is
dependant upon the purchase of consumer credit data from such credit bureaus
and there is no other comparable source for such data. In addition, some of
the new products and services which the Company may be exploring, developing
or testing, are currently marketed by competitors. The Company's competition
is not limited to companies offering similar products and services. Since
the Company competes for "advertising space" of various credit card issuers,
it competes with companies who market other products and services through
credit card issuers. Certain of the Company's competitors may have greater
resources and/or other competitive advantages.
The Company's competition is not confined to any particular region of the
country.
The Company has a non-compete with Steven J. Halmos, the Company's co-
founder, which expires in the year 2000. See Note I of Notes to Consolidated
Financial Statements under Item 8. Financial Statements and Supplementary
Data.
Employees
As of December 31, 1993, the Company employed 435 persons, including 12
part-time employees, as compared to 372 employees (including 27 part-time
employees) as of December 31, 1992.
Other Information
Printing of subscriber acquisition materials is generally contracted to
commercial printers. The Company copyrights most of this material and
registers its trademarks. Telephone sales are made using the services of
independent contractors with the Company developing and dictating sales
strategies, methods and controls. These strategies, methods and controls are
subject to approval by the credit card issuers. Currently the Company has
contracted with several independent telemarketing contractors, with one such
contractor accounting for what may be considered a material portion of the
volume, to execute its telephone sales using scripts and procedures provided
by the Company. There are other independent telephone sales contractors who
could provide similar services for the Company.
Certain copyrights and trademarks of the Company, such as the name "Hot-
Line", may be material to its business. The earliest expiration date of any
such copyright is 2002. Various trademarks of the Company are registered
under applicable federal law. These trademarks, which expire periodically,
are subject to renewal, and the Company presently intends to renew all such
trademarks. The agreement pursuant to which the Company markets CreditLine
provides that logos, trademarks, tradenames, service marks and copyrights do
not belong to the Company. This agreement is subject to litigation. In June
1993, the Company was notified by CreditLine Corporation, that the license
agreement under which the Company markets certain credit information products
and services would not be renewed on November 1, 1993. See Note K of Notes
to Consolidated Financial Statements under Item 8. Financial Statements and
Supplementary Data and Item 13. Certain Relationships and Related
Transactions.
Due to the nature of the Company's business, the Company views security
as a significant function, a breach of which could have a material adverse
impact on the Company. As such, the Company places a great deal of emphasis
on security of its assets and information. No security systems/procedures
are foolproof. In fact, many aspects of the Company's activities involve
some degree of security risk.
The Company's business is not generally seasonal in nature, except that
the Company avoids subscriber acquisition campaigns prior to and during
certain holiday periods, i.e., Thanksgiving, Christmas and Independence Day.
The Company's cash receipts and disbursements are also related to the timing
of advertising campaigns.
All raw materials, primarily paper, plastic and printer's ink, are
readily available.
Subscribers to the Company's services are entitled to receive the
benefits of their subscriptions immediately; consequently, the Company has no
backlog.
Management believes there are no material adverse effects upon the
Company from current federal, state and local laws and regulations with
respect to the discharge of materials into the environment.
The Company's operations for mail and telephone sales are conducted on a
nationwide basis and the Company does not derive its revenue from any
particular geographic area of the United States. During the period 1991
through 1993, the Company did not conduct any significant operations, nor
derive any material portion of its sales or revenue, from subscribers in
foreign countries.
Item 2. PROPERTIES
During 1992, the Company relocated its headquarters and operational
facility from Ft. Lauderdale, Florida to Cheyenne, Wyoming where it occupies
an approximately 115,000 square foot building on approximately 17 acres.
Item 3. LEGAL PROCEEDINGS
The Company is defending or prosecuting three complex litigations against
Peter Halmos, former Chairman of the Board and Executive Management
Consultant to the Company, and parties related to him. See Note K of Notes
to Consolidated Financial Statements under Item 8. Financial Statements and
Supplementary Data.
The Company is involved in certain other claims and litigation, which are
not currently considered material.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information called for by this item is incorporated by reference to
the "Market Prices and Distributions" section of the 1993 Annual Report.
Item 6. SELECTED FINANCIAL DATA
The information called for by this item is incorporated by reference to
the "Five Year Financial Summary" section of the 1993 Annual Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information called for by this item is incorporated by reference to
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of the 1993 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this item and listed below is incorporated
by reference to the 1993 Annual Report.
Index to Financial Statements and Supplementary Data
Description
Report of Independent Accountants
Consolidated Balance Sheets as of
October 31, 1993 and 1992
Consolidated Statements of Earnings -
Three Years Ended October 31, 1993
Consolidated Statements of Changes in Stockholders'
Equity - Three Years Ended October 31, 1993
Consolidated Statements of Cash Flows -
Three Years ended October 31, 1993
Notes to Consolidated Financial Statements
Individual unconsolidated financial statements of SafeCard Services, Inc.
have been omitted since consolidated financial statements have been
presented. SafeCard is primarily an operating company, and its subsidiaries
are not material.
Schedules other than those listed in Item 14. Exhibits, Financial
Statement Schedules and Reports on Form 8-K have been omitted since the
required information is not present or not present in amounts sufficient to
require submission of the schedule, or because the information required is
included in the consolidated financial statements or the notes thereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this item with regard to Directors and
Executive Officers who are also Directors is incorporated by reference to the
Company's definitive proxy statement which is to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934 in connection with
the Company's annual meeting of shareholders.
Other Executive officer information is as follows:
Name of Individual Position Age
John Bochak Senior Vice President 42
Joanne J. Seehousen Executive Vice President 46
Agneta K. Breslin Executive Vice President 46
and Assistant Secretary
David Gallimore Executive Vice President 33
Lynn C. Torrent Chief Financial Officer 29
John Bochak has been associated with SafeCard since 1978. He became
Executive Vice President, Data Processing in 1981, Executive Vice President,
Operations in 1987 and Senior Vice President, Operations in 1992.
Joanne J. Seehousen has been associated with SafeCard since 1978. She
has been an Executive Vice President, Sales since 1980.
Agneta K. Breslin has been associated with SafeCard since 1981. She
became Vice President in 1983 and Executive Vice President in 1987 and
Assistant Secretary in October 1990.
David Gallimore has been associated with SafeCard since 1981. He became
Assistant Vice President of Operations in 1987 and in 1989 moved into a sales
role. In 1993, Mr. Gallimore became an Executive Vice President of
Marketing.
Lynn C. Torrent became Chief Financial Officer in 1992. She joined
SafeCard as an Assistant Controller in 1989 and became Controller in 1990.
She was previously with the international accounting firm of Arthur Anderson
& Company.
Item 11. EXECUTIVE COMPENSATION
The information called for by this item is incorporated by reference to
the Company's definitive proxy statement which is to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934 in connection with
the Company's annual meeting of shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information called for by this item is incorporated by reference to
the Company's definitive proxy statement which is to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934 in connection with
the Company's annual meeting of shareholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this item and listed below is incorporated
by reference to the 1993 Annual Report.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
Certain of the agreements listed below, including, but not limited to,
the Property Lease identified as Exhibit 10(j), are the subject of litigation
with Peter Halmos and parties related to him.
(a)1. Financial Statements
The Financial Statements are in the Index thereto set forth in Item
8. Financial Statements and Supplementary Data.
(a)2. Financial Statement Schedules Page
Report of Independent Accountants 19
Schedule I 20-22
Schedule VIII 23
(a)3. Exhibits
3(a) SafeCard Services, Incorporated's Certificate of
Incorporation, incorporated by reference to Exhibit 3(a) of the Company's
Annual Report on Form 10-K for its fiscal year ended October 31, 1992.
3(b) SafeCard Services, Incorporated's Certificate of
Amendment of Certificate of Incorporation, as filed with the Secretary of
State of Delaware, Division of Corporations on August 20, 1987, incorporated
by reference to Exhibit 3(g) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1987.
3(c) SafeCard Services Insurance Company's Certificate of
Incorporation, incorporated by reference to Exhibit 3(e) of the Company's
Annual Report on Form 10-K for its fiscal year ended October 31, 1987.
3(d) SafeCard Services Insurance Company's By-Laws,
incorporated by reference to Exhibit 3(f) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1987.
3(e) SafeCard Services, Incorporated By-Laws as amended
through September 13, 1993, incorporated by reference to Exhibit 10(c) of the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ended July 31,
1993.
10(a) Description of 1979 Stock Option Plan, incorporated by
reference to Exhibit 10(b) to the Company's Registration Statement on Form
S-1, No. 2-72966, as filed with the Securities and Exchange Commission on
June 26, 1981.
10(b) Form of Non-Qualified Stock Option Agreement dated August
30, 1989 between the Company and each of William T. Bacon and Richard W.
Nixon, incorporated by reference to Exhibit 10(a) of the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ended July 31, 1989.
10(c) Form of 1987 Non-Qualified Stock Option Agreement dated
August 30, 1989 between the Company and each of various employees of the
Company, incorporated by reference to Exhibit 10(b) of the Company's
Quarterly Report on Form 10-Q for its fiscal quarter ended July 31, 1989.
10(d) Form of Non-Qualified Stock Option Agreement dated August
30, 1989 between the Company and each of six officers of the Company,
incorporated by reference to Exhibit 10(c) of the Company's Quarterly Report
on Form 10-Q for its fiscal quarter ended July 31, 1989.
10(e) Form of Non-Qualified Stock Option Agreement dated August
30, 1989 between the Company and each of Peter Halmos and Steven J. Halmos,
incorporated by reference to Exhibit 10(d) of the Company's Quarterly Report
on Form 10-Q for its fiscal quarter ended July 31, 1989.
10(f) Form of 1989 Stock Option Plan Amended Non-Qualified
Stock Option Agreement between the Company and each of various employees of
the Company, effective November 9, 1990, incorporated by reference to Exhibit
10(f) of the Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1990.
10(g) Form of Non-Qualified Stock Option Agreement, effective
as of November 29, 1989, between the Company and Steven J. Halmos,
incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report
on Form 10-Q for its fiscal quarter ended April 30, 1990.
10(h) Form of Termination Agreements dated August 31, 1989
between the Company and each of six officers of the Company, incorporated by
reference to Exhibit 10(f) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1989.
10(i) Form of letter amending Termination Agreements between
the Company and each of six officers of the Company, incorporated by
reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for
its fiscal quarter ended April 30, 1990.
10(j) Property Lease, dated March 1, 1985, between the Company
and a partnership consisting of Peter Halmos and Steven J. Halmos,
incorporated by reference to Exhibit 10(c) to the Company's Annual Report on
Form 10-K, for its fiscal year ended October 31, 1986.
10(k) Agreement with Citicorp (South Dakota), N.A., effective
January 1, 1989, incorporated by reference to the Company's Form 8 Amendment
No. 3, dated November 10, 1989, to its Quarterly Report on Form 10-Q for its
fiscal quarter ended April 30, 1989.
10(l) Agreement with Peter Halmos, dated November 1, 1988,
regarding a marketing license for credit information services, incorporated
by reference to Exhibit 10(e) of the Company's Annual Report on Form 10-K,
for its fiscal year ended October 31, 1988.
10(m) First Amendment to Agreement, dated January 25, 1991,
regarding marketing license for credit information services, incorporated by
reference to Exhibit 10(m) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1990.
10(n) Form of Non-Qualified Stock Option Agreement dated
October 16, 1991 between the Company and an outside director, incorporated by
reference to Exhibit 10(n) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1991.
10(o) Form of Non-Qualified 1991 Employee Stock Option Plan
dated October 16, 1991 between the Company and twenty key employees,
incorporated by reference to Exhibit 10(o) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1991.
10(p) Public Relations Consulting Agreement dated October 1,
1991 between the Dilenschneider Group, Inc. and the Company, incorporated by
reference to Exhibit 10(p) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1991.
10(q) Letter Agreement dated January 27, 1992, between
CreditLine Corporation and the Company, incorporated by reference to Exhibit
10(q) of the Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1991.
10(r) Confirmation Agreement between Peter Halmos, High Plains
Capital Corporation, CreditLine Corporation and the Company dated January 27,
1992, incorporated by reference to Exhibit 10(r) of the Company's Annual
Report on Form 10-K for its fiscal year ended October 31, 1991.
10(s) Board of Directors' Resolution dated December 6, 1991
establishing a non-employee director retirement plan, incorporated by
reference to Exhibit 10(s) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1991.
10(t) SafeCard Services, Incorporated Employee Relocation
Incentive Package, incorporated by reference to Exhibit 10(a) to the Company'
Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 1992.
10(u) Second Amendment to Agreement with Citicorp (South
Dakota), N.A. dated March 31, 1992 incorporated by reference to Exhibit 10(b)
to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 1992.
10(v) Letter Agreement dated May 28, 1992 between SafeCard
Services, Incorporated and Gerald R. Cahill incorporated by reference to
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended July 31, 1992.
10(w) Letter Agreement dated October 26, 1992 between SafeCard
Services, Incorporated and WM Stalcup incorporated by reference to Exhibit
10(w) to the Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1992.
10(x) Indemnification Agreements for the Company's Directors
and certain of the Company's executive officers dated October 2, 1992
incorporated by reference to Exhibit 10(x) to the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1992.
10(y) Memorandum of Understanding between SafeCard Services,
Incorporated and Steven J. Halmos dated December 19, 1992, incorporated by
reference to Exhibit 1 of the Company's report on form 8-K as filed with the
Securities and Exchange Commission on December 19, 1992.
10(z) Amended Complaint filed February 24, 1993 in Peter Halmos
v. SafeCard Services, Incorporated, Civil Case No. 93-04354 (Circuit Court
for the 17th Judicial Circuit in and for Broward County) incorporated by
reference to Exhibit 10(c) of the Company's Quarterly Report on Form 10-Q for
its fiscal quarter ended April 30, 1993.
10(aa) Answer and Affirmative Defenses, Counterclaims and Third
Party Complaint, and Demand for Jury Trail of SafeCard Services, Incorporated
filed May 26, 1993 in Peter Halmos v. SafeCard Services, Incorporated, Civil
Case No. 93-04354 (Circuit Court for the 17th Judicial Circuit in and for
Broward County, Florida) incorporated by reference to Exhibit 10(d) of the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ended April
30, 1993.
10(ab) Complaint filed May 26, 1993 in Peter Halmos, et al. v.
SafeCard Services, Incorporated, et al., Case No. 93-CH-4807 (Circuit Court
of Cook County, Illinois, County Department, Chancery Division) incorporated
by reference to Exhibit 10(e) of the Company's Quarterly Report on Form 10-Q
for its fiscal quarter ended April 30, 1993.
10(ac) Agreements between SafeCard Services, Incorporated and
Steven J. Halmos as follows:
* Standstill, Voting and Right of First Refusal Agreement dated
April 1, 1993 between SafeCard Services, Incorporated and Steven
J. Halmos.
* The first Amended and Restated Memorandum of Understanding dated
April 1, 1993 between SafeCard Services, Incorporated and Steven
J. Halmos.
* Side Letter Agreement dated April 1, 1993 between SafeCard
Services, Incorporated and Steven J. Halmos referred to in
Paragraph 10.1.1 of the First Amended and Restated Memorandum of
Understanding.
incorporated by reference to Exhibit 1 of the Company's report on Form 8-K
as filed with the Securities and Exchange Commission on April 1, 1993.
10(ad) Complaint filed August 11, 1993 in SafeCard Services,
Incorporated v. Peter A. Halmos, et al., Doc. 134, No. 192 (District Court,
First Judicial District, Laramie County, Wyoming) incorporated by reference
to Exhibit 10(a) of the Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended July 31, 1993.
10(ae) Second Amended Complaint filed July 27, 1993 in Halmos
Trading & Investment Co., a Florida general partnership, by and through Peter
Halmos, as managing general partner v. SafeCard Services, Incorporated, et
al., Case No. 93-04354 (06) (Circuit Court, 17th Judicial Circuit, Broward
County, Florida, Civil Division) incorporated by reference to Exhibit 10(b)
of the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended
July 31, 1993.
10(af) Investor Relations Consulting Agreement dated June 21,
1993, effective January 1, 1993 between the Dilenschneider Group, Inc. and
the Company incorporated by reference to Exhibit 10(d) of the Company's
Quarterly Report on Form 10-Q for its fiscal quarter ended July 31, 1993.
10(ag) Investor Relations Consulting Agreement dated June 21,
1993, effective January 1, 1993 between Eugene Miller and the Company
incorporated by reference to Exhibit 10(e) of the Company's Quarterly Report
on Form 10-Q for its fiscal quarter ended July 31, 1993.
10(ah) Third Amendment to the Agreement with Citibank (South
Dakota), N.A., dated August 30, 1993.
10(ai) Indemnification Agreements for two of the Company's
Directors dated February 11, 1993 and September 1, 1993.
10(aj) Forms of Non-Qualified Stock Option Agreements dated
February 11, 1993 and September 1, 1993 between the Company and two outside
directors.
10(ak) 1994 Long Term Stock-Based Incentive Plan, incorporated
by reference to the Company's definitive proxy statement.
10(al) Counterclaim filed January 14, 1994 by Peter Halmos in
Halmos Trading & Investment Co., a Florida general partnership, by and
through Peter Halmos, as managing general partner v. SafeCard Services,
Incorporated, et al., Case No. 93-04354 (06) (Circuit Court, 17th Judicial
Circuit, Broward County, Florida, Civil Division) incorporated by reference
to Exhibit 1 of the Company's Current Report on Form 8-K filed on January 14,
1994.
10(am) Amended complaint filed December 1, 1993 in Peter Halmos,
et al. v. SafeCard Services, Inc., et al., Case No. 93-CH-4807 (circuit Court
of Cook County, Illinois, County Department, Chancery Division.
10(an) Employment Agreement, effective as of December 1, 1993,
between the Company and Paul G. Kahn incorporated by reference to Exhibit 1
of the Company's Current Report on Form 8-K filed on December 6, 1993.
10(ao) Investor relations letter agreement dated January 6,
1994, effective January 1, 1994 between the Company and the Dilenschneider
Group, Inc.
10(ap) Investor relations letter agreement dated December 20,
1993, effective January 1, 1994 between the Company and Eugene Miller.
10(aq) Letter Agreement dated May 28, 1992 between SafeCard
Services, Incorporated and Lynn C. Torrent.
10(ar) Letter Agreement dated December 4, 1992 between SafeCard
Services, Incorporated and David Gallimore.
11(a) Computation of Primary Earnings Per Share.
11(b) Computation of Fully Diluted Earnings Per Share.
13 SafeCard Services, Incorporated 1993 Annual Report.
15 Consent of Independent Accountants to incorporation by
reference of their report in Prospectuses constituting part of Registration
Statements on Forms S-3 and S-8.
22 Subsidiaries of the Registrant.
(b) Reports on Form 8-K
NONE
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of SafeCard Services, Incorporated
Our audits of the consolidated financial statements referred to in our
report dated December 10, 1993 appearing in the SafeCard Services,
Incorporated 1993 Annual Report to Shareholders (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial Statement
Schedules listed in Item 14(a)2 of this Form 10-K. In our opinion, these
Financial Statement Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
PRICE WATERHOUSE
Denver, Colorado
December 10, 1993
[Enlarge/Download Table]
SAFECARD SERVICES INC. AND SUBSIDIARIES
SCHEDULE 1
OCTOBER 31, 1993
Fin Statement
Par Total Market Carrying
ISSUER AND TITLE Value Cost Value Value
INVESTMENT SECURITIES, MATURING AFTER ONE YEAR:
SANTA FE CNTY NEW MEXICO $ 192,000 $ 209,000 $ 205,000 $ 202,000
NEW JERSEY HWY AUTH GO PRFD 1/1/95 1,500,000 1,760,000 1,648,000 1,625,000
GA MUN ELC AUTH PWR REV PRFD 1/1/95 1,000,000 1,134,000 1,099,000 1,075,000
FT BEND TX INDPT SCH DST ESC TO MAT 200,000 222,000 215,000 212,000
WASHINGTON ST FGIC PRFD 2/1/95 250,000 275,000 269,000 265,000
VIRGINIA BCH VA PUB IMP PRFD 2/1/95 100,000 109,000 107,000 104,000
N EAST INDPT SCH DIST TEX PRFD 2/1/95 330,000 373,000 359,000 351,000
ILLINOIS ST UT PRFD 2/1/95 360,000 402,000 400,000 394,000
TRINITY RIVER AUTH TEX PROJ PRFD 2/1/95 900,000 1,034,000 996,000 974,000
HARRIS CNTY TX TL RD UNLTD PRFD 2/1/95 1,000,000 1,177,000 1,114,000 1,094,000
OCONEE CNTY SC SCH DIST RG PRFD 3/1/95 300,000 331,000 325,000 317,000
SCRANTON LACKWNNA PA HTH/WFR PRFD 3/1/95 570,000 659,000 632,000 617,000
SOUTHERN IL UN REV HSG AXLRY PRFD 4/1/95 200,000 233,000 222,000 218,000
FARMER BRNCH CARROLLTON TX PRFD 4/1/95 2,500,000 2,830,000 2,723,000 2,658,000
PHILAD PA HOSP & HGHR ED PRFD 4/1/95 1,200,000 1,407,000 1,338,000 1,310,000
JOHNSON CITY TENN PRFD 5/1/95 300,000 335,000 330,000 319,000
N CNTRL AUSTIN TX GRWTH PRFD 5/1/95 1,000,000 1,128,000 1,112,000 1,080,000
PLANO TX WTRWK & SWR SYS REV PRFD 5/1/95 125,000 141,000 138,000 135,000
WILLIAMSON CNTY TN HOSP INC PRFD 5/1/95 450,000 512,000 500,000 488,000
NORTH TEX MUN WTR DIST TEX PRFD 6/1/95 225,000 258,000 248,000 241,000
WICHITA KANSAS 200,000 225,000 219,000 216,000
UNIVERSITY N MX UNIV REVS PRFD 6/1/95 2,000,000 2,356,000 2,253,000 2,199,000
HAWAII ST SER BB PRFD 6/1/95 500,000 553,000 545,000 529,000
FL ST BRD ED CAP OUTLAY PRFD 6/1/95 800,000 913,000 887,000 865,000
S COLUMBIA BASIN IR DST WA PRFD 6/1/95 1,000,000 1,154,000 1,113,000 1,080,000
DIST COLUMBIA SER C - PRFD 6/1/95 710,000 818,000 792,000 772,000
JACKSONVILLE FLA HLTH FAC PRFD 6/1/95 1,000,000 1,123,000 1,105,000 1,073,000
MARION CNTY IND CON & RCTL PRFD 6/1/95 300,000 339,000 332,000 327,000
METROPOLITAN FR & EXPO IL PRFD 6/1/95 5,720,000 6,792,000 6,482,000 6,337,000
REDWOOD CITY CALIF PUB FAC PRFD 6/1/95 285,000 319,000 313,000 304,000
STEPHENSVILLE TX UTL SYS PRFD 6/1/95 820,000 944,000 904,000 882,000
REDWOOD CITY CALIF PUB FAC PRFD 6/1/95 190,000 213,000 208,000 203,000
OHIO ST WTR DEV AUTH REV PRFD 6/1/95 1,500,000 1,750,000 1,687,000 1,665,000
WISCONSIN ST PRFD 6/1/95 1,500,000 1,742,000 1,675,000 1,653,000
SHELBY CTY TN HLTH ED & HSG PRF 6/1/95 3,800,000 4,347,000 4,223,000 4,116,000
DELAWARE ST SER B PRFD 7/1/95 500,000 580,000 561,000 554,000
INTERMNT PWR AGY UT PWR RV PRFD 7/1/95 1,150,000 1,297,000 1,271,000 1,248,000
LOUISIANA ST RECOVERY DIST PRFD 7/1/95 2,900,000 3,244,000 3,169,000 3,128,000
PIMA CTY AZ UNI SCH DIST 102 PRFD 7/1/95 250,000 277,000 269,000 266,000
MARICOPA CNTY AR SCH DIST 11 PRFD 7/1/95 750,000 870,000 842,000 831,000
UNIV TEX PERM UNIV FD PRFD 7/1/95 850,000 956,000 930,000 910,000
UT ASD MUN PWR SYS RV HUNT PRFD 7/1/95 1,000,000 1,159,000 1,127,000 1,098,000
IN ST TOLL FIN AUTH TOLL RD PRFD 7/1/95 900,000 1,019,000 1,002,000 972,000
FT WAYNE IND HOSP AUTH REV PRFD 7/1/95 500,000 578,000 561,000 553,000
SC ST PUB SVC AUTH ELC REV PRFD 7/1/95 2,000,000 2,331,000 2,251,000 2,222,000
NEVADA ST UNIV SYS PROJ PRFD 8/1/95 500,000 561,000 550,000 542,000
DUVAL CNTY FL SCH DIST PRFD 8/1/95 500,000 553,000 544,000 536,000
SAN ANTONIO TX RFG SR A IMT PRFD 8/1/95 350,000 391,000 383,000 373,000
PALM BCH CNTY FL SCH DIST PRFD 8/1/95 1,600,000 1,786,000 1,771,000 1,738,000
MESQUITE TX INDT SCH DIST PRFD 8/15/95 1,000,000 1,095,000 1,084,000 1,055,000
HARRIS CNTY TX MN UTL DST 16 PRF 9/1/95 260,000 316,000 301,000 297,000
BEAUMONT TEX FGIC PRFD 9/1/95 250,000 282,000 275,000 271,000
AZ HLTH FAC AUTH HSP SYS RV PRFD 9/1/95 880,000 1,025,000 997,000 982,000
CONN ST DEV AUTH HLTH CARE PRFD 9/1/95 600,000 691,000 672,000 661,000
DALLAS TEXAS MUNI BOND ETM 1,000,000 959,000 1,039,000 987,000
DALLAS TX WTRWK & SWR SYS PRFD 10/1/95 1,000,000 1,097,000 1,086,000 1,058,000
HARRIS CNTY TX PRFD 10/1/95 1,600,000 1,816,000 1,769,000 1,737,000
BIRMINGHAM AL PRFD 10/1/95 500,000 579,000 565,000 556,000
HARRIS CTY TX FLD CTL DST PRFD 10/1/95 3,210,000 3,731,000 3,582,000 3,538,000
MONROEVILLE PA HSP AUTH PRFD 10/01/95 275,000 326,000 313,000 307,000
MASS ST HLT & EDL FAC AUTH PRFD 10/1/95 800,000 906,000 895,000 867,000
LAFAYETTE LA PUB PWR AUTH PRFD 11/1/95 400,000 469,000 456,000 450,000
TOPEKA KS PUB BLD COMN REV PRFD 11/1/95 200,000 228,000 223,000 219,000
MONTGOMERY CNTY PA HGHR ED & HLTH PRFD 500,000 592,000 573,000 565,000
LYCOMING CNTY PA AUTH HSP LSE REV PRFD 2,125,000 2,501,000 2,410,000 2,382,000
CHESTERFIELD CTY VA WTR & SWR REV PRFD 1,000,000 1,138,000 1,122,000 1,092,000
CO SPRINGS COLO UTIL REV PRFD 11/15/95 5,400,000 6,053,000 5,922,000 5,815,000
AUSTIN TX UTIL SYS REV PRFD 11/15/95 1,600,000 1,816,000 1,781,000 1,748,000
N JERSEY DIST WTR SUPPLY PRFD 11/15/95 1,765,000 1,946,000 1,928,000 1,875,000
JEFFERSON CNTY CO SCH DST PRFD 12/1/95 3,150,000 3,527,000 3,460,000 3,392,000
DOUGLAS CNTY CO SCH DST PRFD 12/1/95 1,525,000 1,789,000 1,733,000 1,691,000
DIST COLUMBIA GO PRFD 12/1/95 100,000 117,000 115,000 111,000
WASH DC UNLIMITED TAX GO PRFD 12/1/95 500,000 586,000 575,000 556,000
KING CNTY WASH PRFD 12/1/95 300,000 341,000 334,000 322,000
MERIDIAN MET DST CO AMBAC PRFD 12/1/95 1,600,000 1,854,000 1,808,000 1,765,000
JOHNSON CNTY KS WTR DIST PRFD 12/1/95 500,000 584,000 563,000 557,000
FT COLLINS COLO SEWER REV PRFD 12/1/95 750,000 863,000 840,000 821,000
MESA CNTY CO SALE TAX REV PRFD 12/1/95 2,000,000 2,319,000 2,261,000 2,226,000
SWARTHMORE BORO AUTH PA PRFD 12/1/95 1,475,000 1,721,000 1,675,000 1,652,000
MUNI SUB DST NTHRN CO WTR PRFD 12/1/95 2,000,000 2,286,000 2,253,000 2,179,000
N CAROLINA EASTN MN PWR AGY PRFD 1/1/96 255,000 296,000 283,000 276,000
ILLINOIS ST TOLL HWY AUTH PRFD 1/1/96 750,000 828,000 826,000 816,000
PIEDMONT MUN PWR AGY SC RV PRFD 1/1/96 1,000,000 1,178,000 1,158,000 1,132,000
STHRN MINN MUN PWR AGY PWR PRFD 1/1/96 1,000,000 1,087,000 1,078,000 1,061,000
N CAROLINA MUN PWR AGY N 1 PRFD 1/1/96 1,000,000 1,132,000 1,124,000 1,101,000
SALT RVR ARPROJ AGRIC IMPT & PWR PRFD 250,000 276,000 276,000 270,000
CHESTERFIELD CNTY VA UT PRFD 1/15/96 1,000,000 1,098,000 1,100,000 1,074,000
HARRISON CNTY MS WSTWTR MGT PRFD 2/1/96 700,000 776,000 777,000 767,000
DULUTH MN INDPT SCH DST 709 PRFD 2/1/96 825,000 909,000 906,000 888,000
PLANO TEX PRFD 3/1/96 1,600,000 1,746,000 1,737,000 1,713,000
JOHNSON CNTY KS UNI SCH DIST 233 PRFD 1,000,000 1,073,000 1,074,000 1,056,000
MINNEAPOLIS MN CONV CTR PRFD 4/1/96 1,000,000 1,115,000 1,116,000 1,090,000
NW IL SUBN MUN JT ACTION PRFD 5/1/96 2,000,000 2,213,000 2,215,000 2,189,000
SAN ANTONIO TX SWR REV REF LIEN PRRD 1,000,000 1,105,000 1,108,000 1,082,000
NEW YORK ST HSG FIN AGY PRFD 5/1/96 500,000 567,000 563,000 554,000
DIST COLUMBIA SER A PRFD 6/1/96 1,175,000 1,323,000 1,322,000 1,307,000
OH ST WTR DV AUTH REV SR A PRFD 6/1/96 1,000,000 1,133,000 1,130,000 1,112,000
COLUMBUS OH SWR REV SER A PRFD 6/1/96 3,900,000 4,392,000 4,400,000 4,311,000
ILLINOIS ST PRFD 6/1/96 7,500,000 8,389,000 8,425,000 8,200,000
OH ST WTR DEV AUTH REV SER A AMBAC PRF 2,000,000 2,260,000 2,263,000 2,208,000
METRO FAIR & EXPO AUTH IL PRFD 6/1/96 2,645,000 2,997,000 2,984,000 2,925,000
ALLEGHENY CNTY PA HOSP DEV PRFD 6/1/96 2,500,000 2,835,000 2,828,000 2,763,000
PLATTE RIVER PWR AUTH COLO PRFD 6/1/96 1,000,000 1,116,000 1,121,000 1,092,000
KY ST TPK AUTH ECN DEV REV PRFD 7/1/96 1,000,000 1,127,000 1,128,000 1,118,000
CLARKE CNTY GA SCH DIST UT PRFD 7/1/96 1,900,000 2,089,000 2,093,000 2,074,000
AZ ST TRANS BRD HWY REV PRFD 7/1/96 525,000 598,000 594,000 588,000
AUSTIN TX INDPT SCH DIS UT PRFD 8/1/96 1,000,000 1,078,000 1,077,000 1,064,000
TEMPE ARIZ PRFD 7/1/96 750,000 846,000 843,000 835,000
KY ST TPK AUTH ECN DEV REV PRFD 7/1/96 1,500,000 1,695,000 1,692,000 1,673,000
ANCHORAGE ALASKA PRFD 8/1/96 200,000 225,000 225,000 221,000
WASH ST PUB PWR SUPPLY SYS PRFD 7/1/96 695,000 897,000 884,000 873,000
BIRMINGHAM E END AL MED CLNC PUT 7/1/96 410,000 500,000 492,000 499,000
RHODE ISLAND HLTH ED CORP PRFD 7/1/96 875,000 1,057,000 1,048,000 1,039,000
DUVAL CNTY FL SCH DIST UT PRFD 8/1/96 2,000,000 2,256,000 2,253,000 2,233,000
PHILADELPHIA PA SER A CALL PRFD 8/1/96 200,000 224,000 225,000 223,000
JACKSONVILLE FL EXCS TXS PRFD 10/1/96 400,000 455,000 455,000 451,000
BRWD CNTY FL ARPT SYS REV PRFD 10/1/96 855,000 1,010,000 1,005,000 992,000
CHICAGO ILL WTR REV PRFD 11/1/96 1,355,000 1,485,000 1,482,000 1,466,000
GR N ORLEANS EXPWY COMN LA PFD 11/1/96 270,000 309,000 309,000 307,000
UNIV MICH UNIV REVS PRFD 12/1/96 2,000,000 2,274,000 2,274,000 2,257,000
ANCHORAGE AK ELC UTIL REV PRFD 12/1/96 1,000,000 1,124,000 1,119,000 1,109,000
HOUSTON TX WTR SYS PR LN PRFD 12/1/96 1,000,000 1,160,000 1,150,000 1,139,000
BOULDER VLY CO SCH DST RE 2 PRFD 12/96 2,020,000 2,231,000 2,228,000 2,199,000
DALLAS CNTY TX UTL RECLAM DST PRD 2/97 250,000 279,000 278,000 275,000
ORANGE CNTY FL HSG FN SPSNK AV LF 3.5Y 1,935,000 1,933,000 2,169,000 1,933,000
NC HSG FIN AGY SPSNK AMT AVG LF 2.33Y 655,000 655,000 678,000 655,000
MO ST HG DV GNMA SPSNK AMT AVG LF 3.5Y 1,245,000 1,242,000 1,370,000 1,242,000
WA ST SNGL FMLY SPSNK AMT AVG LF 3.5Y 660,000 660,000 726,000 660,000
DALLAS TX HSG FN GNMA SPSNK AVG LF 3.5Y 470,000 470,000 471,000 470,000
ND ST HSG & MTG FIN AGY REV AVG LF 5Y 755,000 755,000 677,000 755,000
TARRANT CNTY TX HSG SPSNK AMT AV LF 3.5Y 455,000 455,000 456,000 455,000
NJ ST HSG & MTG FIN SPSNK AMT AV LF 4Y 1,170,000 1,169,000 1,023,000 1,169,000
PIMA CTY AZ INDL SPSNK AMT AV LF 3.5Y 2,180,000 2,182,000 2,195,000 2,181,000
ID HSG SGL FMLY B SPSNK AMT AV LF 3.5Y 330,000 329,000 344,000 329,000
OH HSG AGY SNGL FML SPSNK AMT AV LF 3.5Y 625,000 625,000 660,000 625,000
NV HSG DIV SNGL FMLY SPSNK AV LF 3.5Y 1,825,000 1,822,000 1,839,000 1,821,000
OTHER SECURITY INVESTMENTS 180,000 180,000 180,000 180,000
----------- ----------- ----------- -----------
$153,332,000 $172,512,000 $170,015,000 $166,704,000
=========== =========== =========== ===========
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SAFECARD SERVICES, INC. AND SUBSIDIARIES
SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS
--------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
----------- --------- -------- -------- ---------- ----------
Reserves deducted
from assets to
which they apply:
Year Ended October 31, 1993
---------------------------
Accounts Receivable $350,000 ($200,000)(1) $150,000
Deferred Commission $347,000 ($50,000)(1) $297,000
Allowance for Cancellations $7,587,000 $35,529,000(2) ($34,223,000)(3) $8,893,000
Year Ended October 31, 1992
---------------------------
Accounts Receivable $296,000 $137,000 ($83,000)(4) $350,000
Deferred Commission $350,000 ($3,000)(4) $347,000
Deferred Subscriber Acquisition Costs $800,000 ($800,000)(5) --
Allowance for Cancellations $6,990,000 $22,830,000(2) ($22,233,000)(3) $7,587,000
Year Ended October 31, 1991
---------------------------
Accounts Receivable $438,000 ($142,000)(6) $296,000
Deferred Commission $248,000 $142,000(6) ($40,000)(4) $350,000
Deferred Subscriber Acquisition Costs -- $800,000(7) $800,000
Allowance for Cancellations $6,758,000 $22,049,000(2) ($21,817,000)(3) $6,990,000
<FN>
(1) Reversal of uncollectable accounts receivable or commission reserves.
(2) Charged to balance sheet accounts "Deferred Subscriber Acquisition -
Commission" and "Subscriber Advance Payments".
(3) Charges for refunds upon subscriber cancellations.
(4) Uncollectable accounts receivable or commissions written off.
(5) Reserve balance written off against deferred subscriber acquisition cost
balance.
(6) Reclassification from accounts receivable to deferred commission reserve.
(7) Reserve for Hot-Line multi-year subscriber acquisition costs to reflect
decrease in renewal rates.
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.
SAFECARD SERVICES, INCORPORATED
By: /s/ Paul G. Kahn
------------------------------
Paul G. Kahn
Chief Executive Officer
January 28, 1994
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.
Date Signature Title
---- --------- -----
January 28, 1994 /s/ Paul G. Kahn Chief Executive Officer,
---------------- Chairman of the Board
Paul G. Kahn and Director
January 28, 1994 /s/ William T. Bacon, Jr. Director
--------------------------
William T. Bacon, Jr.
January 28, 1994 /s/ Robert L. Dilenschneider Director
----------------------------
Robert L. Dilenschneider
January 28, 1994 /s/ Eugene Miller Director
-----------------
Eugene Miller
January 28, 1994 /s/ Marshall Burman Director
--------------------
Marshall Burman
January 28, 1994 /s/ WM Stalcup, Jr. President and
-------------------- Director
WM Stalcup, Jr.
January 28, 1994 /s/ Gerald R. Cahill Chief Operating Officer
-------------------- and Director
Gerald R. Cahill
January 28, 1994 /s/ Lynn C. Torrent Chief Financial Officer
------------------- (Principal Financial and
Lynn C. Torrent Accounting Officer)
Exhibit Index
Exhibit Page Numbers
3(a) SafeCard Services, Incorporated Incorporated by reference to
Certificate of Incorporation. Exhibit 3(a) of the Company's
Annual Report on Form 10-K
for its fiscal year ended
October 31, 1992.
3(b) SafeCard Services, Incorporated Incorporated by reference to
Certificate of Amendment of Exhibit 3(g) of the Company's
Certificate of Incorporation, as Annual Report on Form 10-K for
filed with the Secretary of State its fiscal year ended October
of Delaware, Division of Corporations 31, 1987.
on August 20, 1987.
3(c) SafeCard Services Insurance Incorporated by reference to
Company's Certificate of Exhibit 3(e) of the Company's
Incorporation. Annual Report on Form 10-K for
its fiscal year ended October
31, 1987.
3(d) SafeCard Services Insurance Incorporated by reference to
Company's By-Laws. Exhibit 3(f) of the Company's
Annual Report on Form 10-K for
its fiscal year ended October
31, 1987.
3(e) SafeCard Services, Incorporated Incorporated by reference to
By-Laws as amended through Exhibit 10(c) of the Company's
September 13, 1993. Quarterly Report on Form 10-Q
for its fiscal quarter ended
July 31, 1993.
10(a) Description of 1979 Incorporated by reference to
Stock Option Plan. Exhibit 10(b) to the Company's
Registration Statement on Form
S-1, No. 2-72966, as filed
with the Securities and
Exchange Commission on June
26, 1981.
10(b) Form of Non-Qualified Stock Option Incorporated by reference to
Agreement dated August 30, 1989 Exhibit 10(a) of the Company's
between the Company and each of Quarterly Report on Form 10-Q
William T. Bacon and Richard W. Nixon. for its fiscal quarter ended
July 31, 1989.
10(c) Form of 1987 Non-Qualified Stock Incorporated by reference to
Option Agreement dated August 30, Exhibit 10(b) of the Company's
1989 between the Company and each Quarterly Report on Form 10-Q
of Peter Halmos and Steven J. Halmos. of its fiscal quarter ended
July 31, 1989.
10(d) Form of Non-Qualified Stock Option Incorporated by reference to
Agreement dated August 30, 1989 Exhibit 10(c) of the Company's
between the Company and each of Report on Form 10-Q of its
six officers. fiscal quarter ended July 31,
1989.
Exhibit Index
Exhibit Page Numbers
10(e) Form of Non-Qualified Stock Option Incorporated by reference to
Agreement dated August 30, 1989 Exhibit 10(d) of the Company's
between the Company and each of Quarterly Report on Form 10-Q
Peter Halmos and Steven J. Halmos. for its fiscal quarter ended
July 31, 1989.
10(f) Form of 1989 Stock Option Plan Incorporated by reference to
Amended Non-Qualified Stock Option Exhibit 10(f) of the Company's
Agreement between the Company and Annual Report on Form 10-K for
each of various employees of the its fiscal year ended October
Company, effective November 9, 1990. 31, 1990.
10(g) Form of Non-Qualified Stock Option Incorporated by reference to
Agreement, effective as of November Exhibit 10(c) to the Company's
29, 1989, between the Company and Quarterly Report on Form 10-Q
Steven J. Halmos. for its fiscal quarter ended
April 30, 1990.
10(h) Form of Termination Agreements dated Incorporated by reference to
August 31, 1989 between the Company Exhibit 10(f) of the Company's
and each of six officers of the Annual Report on Form 10-K for
Company. its fiscal year ended October
31, 1989.
10(i) Form of letter amending Termination Incorporated by reference to
Agreements between the Company and Exhibit 10(b) to the Company's
each of six officers of the Company. Quarterly Report on Form 10-Q
for its fiscal quarter ended
April 30, 1990.
10(j) Property Lease, dated March 1, 1985, Incorporated by reference to
between the Company and a partnership Exhibit 10(c) to the Company's
consisting of Peter Halmos and Steven Annual Report on Form 10-K for
J. Halmos. its fiscal year ended October
31, 1986.
10(k) Agreement with Citicorp (South Incorporated by reference to
Dakota), N.A., effective January 1, the Company's Form 8 Amendment
1989. No. 3, dated November 10,
1989, to its Quarterly Report
on Form 10-Q for its fiscal
quarter ended April 30, 1989.
10(l) Agreement with Peter Halmos, dated Incorporated by reference to
November 1, 1988, regarding a marketing Exhibit 10(e) to the Company's
for credit information services. Annual license Report on Form
10-K for its fiscal year ended
October 31, 1988.
10(m) First Amendment to Agreement, dated Incorporated by reference to
January 25, 1991, regarding marketing Exhibit 10(m) of the Company's
license for credit information Annual Report on Form 10-K for
services. its fiscal year ended October
31, 1990.
Exhibit Index
Exhibit Page Numbers
10(n) Form on Non-Qualified Stock Option Incorporated by reference to
Agreement dated October 16, 1991 Exhibit 10(n) of the Company's
between the Company and an outside Annual Report on Form 10-K
director. for its fiscal year ended
October 31, 1991.
10(o) Form of Non-Qualified Stock Option Incorporated by reference to
Plan dated October 16, 1992 between Exhibit 10(o) of the Company's
the Company and twenty key employees. Annual Report on Form 10-K for
its fiscal year ended October
31, 1991.
10(p) Public Relations Consulting Agreement Incorporated by reference to
dated October 1, 1992 between The Exhibit 10(p) of the Company's
Dilenschneider Group, Inc. and Annual Report on Form 10-K for
the Company. its fiscal year ended october
31, 1991.
10(q) Letter Agreement dated January 27, Incorporated by reference to
1992, between CreditLine Corporation Exhibit 10(q) of the Company's
and the Company. Annual Report on Form 10-K for
its fiscal year ended October
31, 1991.
10(r) Confirmation Agreement between Peter Incorporated by reference to
Halmos, High Plains Capital Exhibit 10(r) of the Company's
Corporation, CreditLine Corporation Annual Report on Form 10-K for
and the Company dated January 27, 1992. its fiscal year ended October
31, 1992.
10(s) Board of Directors' Resolution dated Incorporated by reference to
December 6, 1991 establishing non- Exhibit 10(s) of the Company's
employee director retirement plan. Annual Report on Form 10-K for
its fiscal year ended October
31, 1991.
Exhibit Index
Exhibit Page Numbers
10(t) SafeCard Services, Incorporated Incorporated by reference to
Employee Relocation Incentive Packages. Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q
for its fiscal quarter ended
April 30, 1992.
10(u) Second Amendment to Agreement with Incorporated by reference to
Citicorp (South Dakota), N.A. Exhibit 10(b) to the Company's
dated March 31, 1992. Quarterly Report on Form 10-Q
for its fiscal quarter ended
April 30,1992.
10(v) Letter Agreement dated May 28, 1992 Incorporated by reference to
between SafeCard Services, Exhibit 10(a) to the Company's
Incorporated and Gerald R. Cahill. Quarterly Report on Form 10-Q
for its fiscal quarter ended
July 31, 1992.
10(w) Letter Agreement dated October 26, Incorporated by reference to
1992 between SafeCard Services, Exhibit 10(w) to the Company's
Incorporated and WM Stalcup. Annual Report on Form 10-K for
its fiscal year ended October
31, 1992.
10(x) Indemnification Agreements for the Incorporated by reference to
Company's Directors and certain of Exhibit 10(x) to the Company's
the Company's executive officers Annual Report on Form 10-K for
dated October 2, 1992. its fiscal year ended October
31, 1992.
10(y) Memorandum of Understanding between Incorporated by reference to
SafeCard Services, Incorporated and Exhibit 1 of the Company's
Steven J. Halmos dated December 19, report on form 8-K as filed
1992. with the Securities and
Exchange Commission on
December 19, 1992.
10(z) Amended Complaint filed February 24, Incorporated by reference to
1993 in Peter Halmos v. SafeCard Exhibit 10(c) of the Company's
Services, Incorporated, Civil Case Quarterly Report on Form 10-Q
No. 93-04354 (Circuit Court for the for its fiscal quarter ended
17th Judicial Circuit in and for April 30, 1993.
Broward County).
10(aa) Answer and Affirmative Defenses, Incorporated by reference to
Counterclaims and Demand for Exhibit 10(d) of the Company's
Jury Trial of SafeCard Services, Quarterly Report on Form 10-Q
Incorporated May 26, 1993 in Peter for its fiscal quarter ended
Halmos v. SafeCard Services, April 30, 1993.
Incorporated, Civil Case No. 93-
04354 (Circuit Court for the 17th
Judicial Circuit in and for Broward
County, Florida).
Exhibit Index
Exhibit Page Numbers
10(ab) Complaint filed May 26, 1993 in Incorporated by reference to
Peter Halmos et al. v. SafeCard Exhibit 10(e) of the Company's
Services, Incorporated, et al., Quarterly Report on Form 10-Q
Case No. 93-CH-4807 (Circuit Court for its fiscal quarter ended
of Cook County, Illinois, County April 30, 1993.
Department, Chancery Division).
10(ac) Agreements between SafeCard Services, Incorporated by reference to
Incorporated and Steven J. Halmos. Exhibit 1 of the Company's
report on Form 8-K as filed
with the Securities and
Exchange Commission on April
1, 1993.
10(ad) Complaint filed August 11, 1993 in Incorporated by reference to
SafeCard Services, Incorporated v. Exhibit 10(a) of the Company's
Peter A. Halmos et al., Doc. 134, Report on Form 10-Q for its
No. 192 (District Court, First fiscal quarter ended July 31,
Judicial District, Laramie County, 1993.
Wyoming).
10(ae) Second Amended Complaint filed July Incorporated by reference to
27, 1993 Halmos Trading & Investment Exhibit 10(b) of the Company's
Co., a Florida general partnership, Quarterly Report on Form 10-Q
by and through Peter Halmos, as for its fiscal quarter ended
managing general partner v. SafeCard July 31, 1993.
Services, Incorporated, et al., Case
No. 93-04354(06) (Circuit Court, 17th
Judicial District, Laramie County,
Wyoming).
10(af) Investor Relations Consulting Agreement Incorporated by reference to
dated June 21, 1993, effective January Exhibit 10(d) of the Company's
1, 1993 between The Dilenschneider Quarterly Report on Form 10-Q
Group Inc. and the Company. for its fiscal quarter ended
July 31, 1993.
10(ag) Investor Relations Consulting Agreement Incorporated by reference to
dated June 21, 1993, effective January Exhibit 10(e) of the Company's
1, 1993 between Eugene Miller and the Quarterly Report on Form 10-Q
Company. for its fiscal quarter ended
July 31, 1993.
10(ah) Third Amendment to the Agreement with 33 - 36
Citibank (South Dakota), N.A. dated
August 30, 1993.
10(ai) Indemnification Agreements for two of 37 - 54
the Company's Directors dated February
11, 1993 and September 1, 1993.
10(aj) Forms of Non-Qualified Stock Option 55 - 67
Agreements dated February 11, 1993
and September 1, 1993 between the
Company and two outside directors.
10(ak) 1994 Long Term Stock-Based Incorporated by reference to
Incentive Plan. the Company's 1993 definitive
proxy statement.
Exhibit Index
Exhibit Page Numbers
10(al) Counterclaim filed January 14, 1994 Incorporated by reference to
by Peter Halmos in Halmos Trading & Exhibit 1 of the Company's
Investment Co., a Florida general Current Report on Form 8-K
partnership, by and through Peter filed on January 14, 1994.
Halmos, as managing general partner
v. SafeCard Services Incorporated,
et al., Case No. 93-04354 (06)
(Circuit Court, 17th Judicial
Circuit, Broward County, Florida
Civil Division).
10(am) Amended Complaint filed December 1, 1993 68 - 125
in Peter Halmos, et al. v. SafeCard
Services, Incorporated, et al., Case No.
93-CH-4807 (Circuit Court of Cook County,
Illinois, County Department, Chancery Division.
10(an) Employment Agreement, effective as of Incorporated by reference to
December 1, 1993, between the Company Exhibit 1 of the Company's
and Paul G. Kahn. Current Report on Form 8-K
filed on December 6, 1993.
10(ao) Investor relations letter agreement dated 126
January 6, 1994, effective January 1, 1994
between the Company and the Dilenschneider
Group, Inc.
10(ap) Investor relations letter agreement dated 127
December 20, 1993, effective January 1, 1994
between the Company and Eugene Miller.
10(aq) Letter Agreement dated May 28, 1992 between 128
SafeCard Services, Incorporated and
Lynn C. Torrent.
10(ar) Letter Agreement dated December 4, 1992 129
between SafeCard Services, Incorporated
and David Gallimore.
11(a) Computation of Primary Earnings Per Share. 130
11(b) Computation of Fully Diluted Earnings Per Share. 131
13 SafeCard Services, Incorporated 132 - 157
1993 Annual Report.
15 Consent of Independent Accountants to incorporate 158
by reference their report in Prospectuses
constituting part of the Registration Statements on
Forms S-3 and S-8.
22 Subsidiaries of the Registrant. 159
EXHIBITS
PAGE LEFT BLANK
Dates Referenced Herein and Documents Incorporated by Reference
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