Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3) *
VALUE LINE,
Inc.
(Name
of Issuer)
Common Stock, $.10 PAR
VALUE
(Title
of Class of Securities)
920437100
(CUSIP
Number)
Arnold
Bernhard & Co., Inc.
Jean
Bernhard Buttner
220
East 42nd
Street
New
York, New York 10017
(212)
907-1500
With
a copy to:
Richard
T. Prins, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
4
Times Square
New
York, New York 10036
212-735-3000
(Name,
address and telephone number of person
authorized
to receive notices and communications)
February 26,
2010
(Date
of event which requires
filing
of this statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o .
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
1.
|
Name
of Reporting Person. I.R.S. Identification No. of Above
Person
Arnold
Bernhard & Co., Inc.
TIN:
13-1540671
|
||||
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
(b)
o
|
||||
|
3.
|
SEC
Use Only
0;
|
||||
|
4.
|
Source
of Funds
WC
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
x
|
|||
|
6.
|
Citizenship
or Place of Organization
New
York
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
8,633,733
|
|||
|
8.
|
Shared
Voting Power
Zero
|
||||
|
9.
|
Sole
Dispositive Power
8,633,733
|
||||
|
10.
|
Shared
Dispositive Power
Zero
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,633,733
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
86.5%
|
||||
|
14.
|
Type
of Reporting Person
CO
|
||||
|
Name
of Reporting Person. I.R.S. Identification No. of Above
Person
Jean
Bernhard Buttner
|
|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
(b)
o
|
|||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds
WC
of Arnold Bernhard & Co., Inc.
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
x
|
|||
|
6.
|
Citizenship
or Place of Organization
United
States
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
8,633,833
|
|||
|
8.
|
Shared
Voting Power
Zero
|
||||
|
9.
|
Sole
Dispositive Power
8,633,833
|
||||
|
10.
|
Shared
Dispositive Power
Zero
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,633,833
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
86.5%
|
||||
|
14.
|
Type
of Reporting Person
IN
|
||||
EXPLANATORY
NOTE
This Amendment No. 3 (this “Amendment
No. 3”) amends the Statement on Schedule 13D relating to the Common Stock, $.10
par value (“Common Stock”), of Value Line, Inc. (the “Company”) filed with the
Securities and Exchange Commission (the “SEC”) by Arnold Bernhard & Co.,
Inc., a New York corporation (“AB & Co.” ), on March 7, 2000, as amended by
Amendment No. 1 thereto, filed on December 18, 2000 and as amended by Amendment
No. 2 thereto (including adding Jean Bernhard Buttner as a Reporting Person)
filed on February 19, 2010 (the “Schedule 13D”). Capitalized terms
used in this Amendment No. 3 and not otherwise defined have the meaning ascribed
to them in the Schedule 13D.
Item
4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby
amended and supplemented as follows:
On February 26, 2010, AB & Co., as
beneficial owner of 8,633,733 shares of Common Stock,
representing approximately 86.5% of the outstanding shares of Common Stock,
requested that a special meeting of the Company’s shareholders (the “Special
Meeting”) be held for the purpose of: (i) removing one or more of the five
independent directors currently serving on the Company’s Board of Directors (the
“Independent Directors”) (and any person or persons elected, appointed or
designated by the Board to fill any vacancy or newly created directorship after
February 26, 2010 and prior to completion of the Special Meeting) and (ii)
taking such further actions, including the amendment of the Company’s by-laws,
as may be necessary or appropriate to accomplish the foregoing
actions. The request for the Special Meeting was made in accordance
with the Company’s by-laws, which require the President or Secretary of the
Company to call a special meeting of shareholders upon written request of
shareholders owning 25% or more of the Company’s outstanding capital
stock. On February 26, 2010, the Secretary of the Company called the
Special Meeting for April 16, 2010.
AB & Co. has lost confidence in one
or more of the Independent Directors and believes that, as the majority
shareholder of the Company, it will be difficult to work constructively with
some or all of them to, among other things, address matters of corporate policy,
including, among other things: (i) capital allocation policy and (ii) the
Litigation (including the validity of, continuing need for and role of a special
committee of the Board relating to the Litigation). AB & Co. has not made a
definitive voting decision with respect to which of the Independent Directors it
will vote to remove at the Special Meeting. Except as set forth in this
Amendment No. 3, none of the Reporting Persons have any plans or proposals with
regard to items (a) through (j), inclusive, of item 4 to Schedule 13D. However,
AB & Co. intends to exercise its rights as majority shareholder of the
Company and accordingly reserves the right to take action in respect of any of
the foregoing matters or any other matter in which majority shareholders might
be expected to take an interest.
AB & Co. reserves the right to
change its plans and intent, at any time and from time to time, with
respect to any of such matters, based on its view of its best
interests, its obligations to the Company (to the extent required by
applicable law or agreement), and other factors in light of (i)
the Company’s financial position, future actions taken by
the Company’s Board, price levels of the Common Stock or other equity
or debt securities of the Company, (ii) its obligations to comply with, or
its best interests with regard to, the Settlement and (iii) general economic,
political, or industry conditions, including conditions in the securities
market, or changes in laws, rules, regulations or customs, and any other
conditions or changes thereto, in AB & Co.’s sole
determination.
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned certify that the information in
this statement is true, complete and correct.
Dated:
February 26, 2010
|
ARNOLD
BERNHARD & CO., INC.
|
||||
|
By:
|
/s/
Jean Bernhard Buttner
|
|||
|
Name:
|
Jean
Bernhard Buttner
|
|||
|
Title:
|
Chairman
of the Board, President and Chief Executive Officer
|
|||
|
By:
|
/s/
Jean Bernhard Buttner
|
|||
|
Jean
Bernhard Buttner
|
||||