ZZ7 James Blaine: No Limit

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Through the innovative use of computers, the Company believes it provides consistent, high quality tax preparation services at prices that allow the Company to compete successfully with other businesses offering similar services. While the quality of service provided by other tax preparers depends largely on the individual preparer's knowledge of tax laws, Jackson Hewitt's service does not depend solely upon the preparer's tax expertise.

Jackson Hewitt's proprietary interactive tax software, Hewtax, automatically prompts the preparer with the relevant questions required to accurately complete a tax return. By computerizing the tax preparation process, Jackson Hewitt is able to rapidly and efficiently prepare and file a customer's tax return electronically. Since electronic filings are generally processed by the Internal Revenue Service "IRS" on a priority basis, customers who file in this manner typically receive refunds more quickly than those who file their tax returns manually.

Jackson Hewitt's customer base currently consists primarily of low to middle income taxpayers who typically are entitled to tax refunds and want to receive their refund checks as quickly as possible. Many customers also qualify for an increased refund as a result of the Earned Income Credit "EIC" , an income tax credit that can generate significant refunds for lower income taxpayers. These customers typically file their tax returns early in the tax season in order to receive their tax refund as quickly as possible. The Company believes that customers are attracted to Jackson Hewitt's services because they prefer not to prepare their own tax returns, are unwilling to pay the fees charged by most accountants and tax attorneys, or wish to purchase a Bank Product.

As part of its electronic filing service, Jackson Hewitt offers its customers Bank Products in cooperation with selected commercial banks. Bank Products enable Jackson Hewitt customers to receive their tax refunds faster than if they filed their tax returns by mail and to defer the payment of the tax preparation and other fees until their tax refunds are actually received. Through the ACR program, Jackson Hewitt customers are offered the opportunity to have their tax refunds deposited directly into bank accounts established for this purpose.

Through the RAL program, Jackson Hewitt customers may apply for loans in an amount up to their anticipated federal income tax refunds. The borrowed funds are generally disbursed to customers within one to three days from the time their tax returns are filed with the IRS. To obtain funds associated with tax refunds processed through the ACR or RAL programs, customers must return to the Jackson Hewitt office when notified that such funds are available. Bank Products have become an increasingly important source of revenue for the Company, accounting for During the tax season approximately The Company's growth has benefited from its ability to sell relatively inexpensive franchises.

The franchisee receives the right to operate Jackson Hewitt offices within a. The Company sold new territories during , an increase of Franchisees are permitted to operate as many offices within a territory as they choose. The net number of franchised offices has increased from in to 1, in Through the expansion of its franchise operations, the Company has established a national presence, with a primary concentration in the Mid-Atlantic region of the United States.

The Company also operates 76 Company-owned offices in selected territories throughout the United States. Historically, the Company-owned offices were located in territories reacquired from franchisees and thereafter were operated on a temporary basis by the Company pending their resale as a franchised territory.

Recently, the Company re-evaluated its practice of reselling Company-owned offices and currently plans to operate Company-owned offices as an integral part of its business strategy. Beginning in , the Company began closely reviewing the operations of these stores and intends to close unprofitable offices and improve operating procedures at the remaining offices. The Company's objective is to enhance market share through the continued geographic expansion of its system of tax preparation offices.

The Company's management team has developed the following key strategic elements to achieve this objective:. The Company intends to capitalize on the recent financial performance of its franchise network by selling additional territories to existing franchisees, as well as marketing territories to new franchisees with a focus on those who are financially capable of purchasing and operating multiple territories.

The Company also intends to open offices in certain territories that will be available for purchase by franchisees who may be interested in purchasing existing businesses rather than undeveloped territories. Based upon initial test results in two markets, the Company intends to enter new markets by opening multiple Company-owned offices in selected territories. Recognizing the potential profitability of Company-owned offices, the Company believes it can maximize the effectiveness of its marketing campaigns and achieve certain economies of scale by operating clusters of Company-owned offices in target areas.

The Company plans to continue to increase the efficiency and consistency of its Company-owned and franchised offices through its integrated computer systems and emphasis on standardization of operating practices. To increase market share, the Company intends to focus its marketing efforts on improving the recognition of the Jackson Hewitt brand name. Through its advertising campaigns, the Company intends to expand its existing customer base to include a greater percentage of middle to upper income taxpayers who, the Company's marketing research indicates, tend to file their tax returns late in the tax season.

The Company believes that the successful implementation of these initiatives, coupled with the strength of its existing franchised network, will enable it to continue increasing its market share. Prospective investors should consider carefully the specific factors set forth below as well as the other information included in this Prospectus before deciding to invest in the Common Stock offered hereby. All statements and information herein, other than statements of historical fact, are forward-looking statements that are based upon a number of assumptions concerning future conditions that ultimately may prove to be inaccurate.

These forward looking statements may be identified by the use of words such as "believe," "anticipate," and "expect," and concern, among other things, the Company's expansion plans with respect to franchised offices; the Company's ability to expand its network of Company-owned offices profitably; the Company's intention to improve operating efficiencies; the Company's intention to improve Jackson Hewitt's brand name identity; the Company's plans to expand its existing customer base and market share; the Company's expectations regarding future demand for electronic filing services and Bank Products; the Company's ability to adapt its business to changes in IRS policies; and the Company's ability to offer Bank Products under programs that adequately protect the Company from undue risk.

Many phases of the Company's operations are subject to influences outside its control. Any one or any combination of factors could have a material adverse effect on the Company's business, financial condition, and results of operations. These factors include: competitive pressures, economic conditions, governmental regulation and policies, changes in consumer spending, and other conditions affecting capital markets. The following factors should be carefully considered, in addition to other information contained in this document.

From time to time, the United States Department of the Treasury the "Treasury Department" and the IRS initiate policy and rule changes and other initiatives related to the electronic filing of tax returns, the treatment of the EIC, and the methods of providing refunds to taxpayers. Since the vast majority of the Company's revenues are derived, directly or indirectly, from the preparation of tax returns and the sale of associated Bank Products, these changes and initiatives can significantly impact the demand for tax return preparation and electronic filing services, and the sale, pricing, risk of collectibility, and profitability of Bank Products.

For example, in the IRS introduced multiple initiatives that changed the way in which tax preparers were notified of tax refunds and the way in which EIC recipients were paid their refunds. These changes dramatically disrupted the entire tax preparation industry by reducing the number of electronic filings and causing unanticipated losses on the part of RAL lenders who had relied upon former IRS practices to assess underwriting risk. The Company and its franchisees were adversely impacted and experienced a decrease in fee income and increased costs associated with the Bank Product programs.

The Company is unable to predict the timing or nature of policies which may be implemented by the Treasury Department and the IRS in the future. Any such policy changes could have a material adverse impact on the Company's business, financial condition, and results of operations.

A substantial portion of the Company's profitability is dependent upon its ability to sell Bank Products to its customers. The Company is currently providing Bank Products under risk sharing and limited risk arrangements with three commercial banks. Given the uncertainties associated with IRS policies, including those affecting Bank Products, no assurance can be given as to how these fee arrangements will be structured in the future, whether the Company will be able to continue to negotiate acceptable fee arrangements with these or other banks, or that the Company will continue to be able to otherwise offer Bank Products to Jackson Hewitt's customers.

If for any reason the Company were unable to enter into acceptable Bank Product agreements with banks, its business, financial condition, and results of operations would be materially adversely affected. In addition, in those Bank Product programs in which the Company shares the risks and benefits associated with making RALs, the Company's operations could be materially and adversely affected if the applicable underwriting criteria prove to be insufficient and result in a higher than anticipated level of losses associated with RALs.

The Company's growth strategy is dependent upon its ability to increase market share through geographic expansion. Implementation of this strategy will depend in large part on the Company's ability to: i expand in profitable markets; ii obtain adequate financing on favorable terms to fund its growth strategy; iii locate acceptable franchisees; iv hire, train, and retain skilled and seasonal employees; v successfully implement its marketing campaigns; and vi continue to expand given the significant competition in the tax preparation industry.

Difficulties in connection with any or all of these factors could impair the Company's ability to successfully implement its growth strategy, which in turn could have a material adverse effect on the Company's business, financial condition, and results of operations. See "Business - Business Strategy. The opening and success of new offices will depend on various factors, including the availability of suitable sites, the negotiation of acceptable lease or purchase terms for new locations, the obtaining of applicable permits and regulatory approvals, the ability to meet construction schedules, the financial and other abilities of the Company's franchisees, and general economic and business conditions.

Many of the foregoing factors are outside the control of the Company and its franchisees. The Company's ability to manage future growth effectively will require it to expand and continue to improve its operations and systems, and to attract, retain, motivate, and manage its employees. There can be no assurance that the Company will do so successfully. The Company's inability to manage such growth effectively could have a material adverse effect on the Company's business, financial condition, and results of operations. The United States Congress regularly considers a wide array of income tax proposals.

These proposals have ranged from minor revisions in the tax laws to the adoption of a non-progressive income tax, or "flat tax. The most significant risk to the Company's business operations would be the passage of any initiative, such as a national sales tax, that eliminates the requirement to file tax returns. Although the Company is not able to predict when or if such proposals will become law, should any of such proposals become law, it would likely have a material adverse effect on the Company's business, financial condition, and results of operations.

In addition, since the Company's profitability is dependent upon fees obtained from the preparation and filing of tax returns as well as fees associated with Bank Products, the adoption of legislation that would significantly reduce or eliminate electronic filings, the number of tax returns filed by Jackson Hewitt's customer base of lower income taxpayers, or the availability of accelerated refunds or EICs, would materially adversely affect the Company's business, financial condition, and results of operations. A significant portion of the Company's total revenues are derived from its franchise operations.

During , the Company derived There can be no assurance that the Company will be able to continue its historical level of franchise sales. Any material decrease in franchise sales in the future would materially adversely affect the Company's business, financial condition, and results of operations. The Company's financial success is also dependent upon its employees and franchisees and the manner in which they operate and develop their offices to promote and develop the Jackson Hewitt name and its reputation for quality.

There can be no assurance that franchisees will have the business abilities or access to the financial resources necessary to operate their offices in a manner consistent with the Company's philosophy and standards or to achieve or increase the level of revenues generated in prior tax seasons. See "Business - Franchise Operations. The Company's current policy is to provide financing to franchisees in connection with the purchase of franchises. The terms on these notes generally range between two to five years. The franchisees' ability to repay these loans is dependent upon franchise performance, as well as matters affecting the Company and the tax preparation industry.

As a result of the negative impact of IRS actions in , a substantial number of these notes became delinquent and as such, resulted in either termination of the franchisee or restructuring of the terms of the notes. Although management believes that its recorded allowance is adequate, any adverse changes experienced by specific franchises or the Company, or the tax preparation industry in general, would have a material adverse effect on the Company's business, financial condition, and results of operations.

As a franchiser, the Company grants to its franchisees a limited license to use the Company's registered service marks. The general public could incorrectly identify the Company's franchisees as controlled by the Company. In the event that a court determines the franchisee is not adequately identified as a franchisee, the Company could be held liable for the debts and obligations of the franchisee so misidentified.

The Company's future results of operations will depend upon its continued ability to comply with federal and state regulations affecting tax return preparers and the Company's ability to continue offering Bank Products to its customers on the same or similar terms and under similar fee arrangements as currently utilized by the Company. Certain state and city governments have adopted specific disclosure requirements related to RALs and others may consider enacting similar requirements.

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In addition, some state governments have implemented, or are considering implementing, laws or regulations governing proprietary schools, which may include the tax seminars offered by the Company and its franchisees. The Company is unable to predict whether certain state and local governments will adopt regulations or whether changes will occur in such existing laws and regulations, and if so, the business or economic effect of such changes. Any significant changes in existing laws or the adoption of laws in jurisdictions not having such laws that alter the Company's current operations would have an adverse effect on the Company's business, financial condition, and results of operations.

Federal law requires tax return preparers, among other things, to identify themselves as paid preparers on all tax returns which they prepare, to provide customers with copies of their tax returns, and to retain copies of the tax returns they prepare for three years. Failure to comply with these requirements may result in penalties to the preparer. Federal law provides for assessing penalties against a tax return preparer who i negligently or intentionally disregards federal tax rules or regulations, ii takes a position on a tax return which does not have a realistic possibility of being sustained on its merits, iii willfully attempts to understate a taxpayer's tax liability, or iv aids or abets in the understatement of such tax liability.

In addition, several state governments have enacted or are considering legislation which would regulate state tax return preparers. These types of laws could have an adverse effect on the Company's business, financial condition, and results of operations. In , the Manhattan regional office of the IRS notified the Company that it could not operate Company-owned offices in New York City during the and tax seasons due to certain violations identified regarding the Company's adherence to the IRS' electronic filing identification number regulations during the tax season.

This restriction does not apply to any of the Company's franchised offices in this, or any other area, and management does not believe the operating exclusion will have a material adverse effect on the Company's business, financial condition, or results of operations. See "Business - Legal Proceedings. The Company's business is highly seasonal. Historically, the Company has generated substantially all of its revenues during the tax season, with the majority of tax preparation revenues generated during late January and early February.

The Company generally operates at a loss through the first three quarters of each fiscal year, during which periods it incurs costs of preparing for the upcoming tax season. If for any reason the Company's revenues fall below those normally expected during its fourth quarter, the Company's business, financial condition, and results of operations would be adversely affected.

The Company's financial success depends in large part on the efficient and uninterrupted operation of its processing center during the tax season. All of the Company's critical processing operations are currently conducted in Virginia Beach, Virginia and the Company maintains a non-exclusive right to use a site in Ohio. The Company intends to open a site in North Carolina prior to the tax season that would be able to duplicate the Company's processing systems in the event a natural disaster or other unforeseen occurrence compromised the Company's primary processing center.

Notwithstanding the availability of such alternative locations, if a disaster or other event were to disrupt operations at the primary processing center, particularly during the peak period of the tax season, the Company's operations could be materially adversely effected. The Company has experienced, and is expected to continue experiencing, quarterly variations in revenues and operating income as a result of many factors, including the highly seasonal nature of the tax preparation business, the timing of off-season activities, and the hiring of personnel.

Due to the foregoing factors, it is possible that the Company's results of operations, including quarter to quarter results, will be below the expectations of public market analysts and investors. In addition, the Company must plan its operating expenditures based on revenue forecasts, and a revenue shortfall below such forecasts in any quarter would likely adversely affect the Company's business, financial condition, and results of operations for the year.

To fund its off-season activities, the Company has historically been dependent upon borrowings under the Company's credit facilities. The Company's off-season activities generally require the Company to draw most heavily on these facilities from July through February of each year and then repay this debt entirely by the end of each tax season.

To the extent that the Company is not successful in maintaining or replacing existing financing in the future, it would have to curtail essential off-season activities, thereby having a material adverse effect on the Company's business, financial condition, and results of operations. The Company's future success will depend to a significant extent on senior management, particularly Keith E.

The loss of the services of Mr. Alessi or certain other executive officers, or the inability to attract and retain other qualified employees, could have a material adverse effect on the Company's business, financial. The Company has entered into a two-year employment agreement with Mr. Alessi that contains, among other provisions, a covenant not to compete, a non-solicitation of employees covenant, and confidentiality provisions.

The Company does not, however, typically enter into employment or non-compete agreements with its executive officers. The Company does not maintain a key-man life insurance policy on Mr. During the tax season, Jackson Hewitt had and offices located in Wal-Mart and Montgomery Ward stores, respectively. The Company's ability to continue to operate in these stores is dependent on its ability to negotiate acceptable master agreements with these retailers and the continued operation of the particular retail stores in which the Jackson Hewitt offices are located. In the event the Company were unable to negotiate acceptable master agreements with these retailers, or in the event these retailers closed a significant number of stores in which Jackson Hewitt offices were located, the Company would lose a substantial number of its offices in potentially a very short period of time.

Such an occurrence, especially immediately prior to or during the tax season, would have a material adverse impact on the Company's business, financial condition, and results of operations. See "Business - Retail Outlets. The low-cost tax return preparation business is highly competitive.

The Company competes with nationally franchised tax preparation services, regional tax preparation businesses, regional and national accounting firms, and financial service institutions that prepare tax returns as part of their businesses. The Company also competes with individuals who prepare their own tax returns either manually or in connection with commercially packaged tax preparation software. The IRS has also recently introduced a method by which qualifying taxpayers can file their tax returns with the IRS by telephone. The Company is not able to predict the extent to which its potential customers will utilize this filing service in the future.

There can be no assurance that the Company will be able to compete successfully with these competitors. In addition, to the extent the Company is required to reduce the fee charged per tax return prepared for competitive reasons, its business, financial condition, and results of operations could be materially adversely affected. See "Business- Competition. In conducting its business operations, both the Company and its franchisees depend on the availability of employees willing to work for a period of approximately three months for relatively low hourly wages, and minimal benefits.

The Company's success in managing the expansion of its business will depend in large part upon its and its franchisees' ability to hire, train, and supervise seasonal personnel. If this labor pool is reduced in the future or if the Company is required to provide its employees higher wages or more extensive and costly benefits, either for competitive reasons or as a result of changes in governmental regulation, the expenses associated with the Company's operations could be substantially increased without the Company receiving offsetting increases in revenues.

There can be no assurance that the Company or its franchisees will be able to hire, train, and supervise an adequate number of such seasonal personnel. Although the Company believes its proprietary interactive tax software constitutes a "trade secret," the Company has not filed for copyright registration for its software programs. Unauthorized parties may attempt to copy aspects of the Company's software or to obtain and use information that the Company regards as proprietary.

Policing the unauthorized use of the Company's software is difficult. The Company generally controls the access to and the distribution of its software, documentation, and other proprietary information, but has not entered into confidentiality agreements with any of its executive officers other than Mr. It may be possible for a third party to copy or otherwise obtain and use the Company's services or technology without authorization, or to develop similar services or technology independently. There can be no assurance that the legal remedies available to the Company will effectively prevent disclosure of, or provide meaningful protection for, its confidential information or that the Company's trade secrets or proprietary.

Litigation may be necessary for the Company to defend itself against claims of infringement, or to protect trade secrets and could result in substantial costs to, and diversion of management efforts by, the Company. There can be no assurance that the Company would prevail in any such litigation, should it occur.

The Company is not aware that any of its software, trademarks, or other proprietary rights infringe on the proprietary rights of third parties. However, there can be no assurance that third parties will not assert infringement claims against the Company in the future. Any such claims, with or without merit, can be time consuming and expensive to defend and may require the Company to enter into royalty or licensing agreements or cease the alleged infringing activities.

The failure to obtain such royalty agreements, if required, and the Company's involvement in such litigation could have a material adverse effect on the Company's business, financial condition, and results of operations. The net proceeds of the Offering will be used to reduce the Company's dependence on its credit facility to fund off-season operations, and for working capital, general corporate purposes, and possible acquisitions of complementary businesses or product lines.

If the Company were to make any such acquisition, it might use a significant portion of the net proceeds in connection with such acquisition. Although the Company has from time to time considered various acquisition opportunities, currently it has no specific agreements or plans with respect to such acquisitions. Accordingly, there can be no assurance the Company will consummate any acquisitions. Consequently, there can be no assurance as to when or how the net proceeds from the Offering will be used, and the Company's management will retain broad discretion as to the allocation of a significant portion of the net proceeds from the Offering.

If the Company is unable to invest such proceeds in operating and expanding its current business or acquisitions of similar or related businesses, the returns realized from holding such proceeds may be substantially less than the returns that could be realized if the proceeds were invested successfully in the Company's business.

The Company's future success will depend significantly on its ability to enhance its proprietary interactive tax preparation and processing software, as well as to respond to changes in customers' technological needs. There can be no assurance that the Company will be successful in developing or acquiring technologically advanced product enhancements or new products to address changing technologies and customer requirements.

The Company has never declared a cash dividend on its Common Stock. The Company intends to retain any future earnings for the operation and expansion of its business and does not currently anticipate declaring or paying any cash dividends on the Common Stock. The payment of future dividends will be at the discretion of the Board of Directors and will depend, among other things, on the earnings, capital requirements, and financial condition of the Company.

No assurance can be given that the Company's results of operations will ever permit the payment of such dividends. In addition, future borrowings or issuances of preferred stock may prohibit or restrict the Company's ability to pay or declare dividends. In addition, the Company's credit facility with its primary lender prohibits the payment of any dividends without the lender's consent. See "Dividend Policy. The average daily trading volume of the Common Stock generally has been limited.

As a result, historical market prices may not be indicative of market prices in a more liquid market in which a greater number of shares are publicly traded. Although it is anticipated that an increase in the number of publicly traded shares will improve the liquidity of the Common Stock, there can be no assurance that an active trading market for the Common Stock will develop as a result of the Offering or be sustained in the future.

In addition, the stock market has from time to time experienced extreme price and volume fluctuations that often have been unrelated to the operating performance of particular companies. Changes in earnings estimates by analysts and economic and other external factors, as well as the highly seasonal nature of the Company's business and period-to-period fluctuations in financial results of the Company, may have a significant impact on the market price of the Common Stock.

Fluctuations or decreases in the trading price of the Common Stock may adversely affect the liquidity of the trading market for the Common Stock and the Company's ability to raise capital through future equity financing. Upon the completion of the Offering, the 1,, shares offered hereby 1,, shares if the over-allotment option is exercised in full will be eligible for immediate sale in the public market without restriction unless they are held by affiliates of the.

Approximately , of the remaining shares of outstanding Common Stock are "restricted securities" within the meaning of Rule "Rule " promulgated under the Securities Act of , as amended the "Securities Act" , and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, such as Rule Approximately 4,, shares of Common Stock are currently eligible for sale under Rule , of which 4,, are subject to no restrictions and can be freely sold upon the removal of a restrictive legend from the share certificates.

In addition, as of June 23, , there were outstanding options to purchase , shares of Common Stock, of which options to purchase 67, shares are currently exercisable, and options to purchase an additional , shares of Common Stock may be granted. All of the shares underlying the options are covered by effective registration statements. In addition, the Company has outstanding certain convertible notes and warrants that are currently convertible into an aggregate of 58, shares of Common Stock. All of such shares are eligible for sale under Rule The Company, its directors and executive officers, the Selling Shareholders and certain other shareholders of the Company beneficially holding upon the completion of the Offering an aggregate of approximately 1,, shares, have agreed not to sell or otherwise dispose of any such shares for at least days after the effective date of the registration statement relating to the Offering without the prior written consent of the Underwriters.

No prediction can be made as to the effect, if any, that public sales of shares or the availability of shares for sale will have on the market price of the Common Stock prevailing from time to time. Nevertheless, sales of substantial amounts of the Common Stock in the public market, particularly by directors and officers of the Company, or the perception that such sales could occur, could have an adverse impact on the market price of the Common Stock.

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The Company's Articles of Incorporation authorize the Board of Directors to issue, without shareholder approval, 1,, shares of preferred stock with voting, conversion, and other rights and preferences that could materially and adversely affect the voting power or other rights of the holders of the Common Stock.

The Company presently has no plans or commitments to issue any shares of preferred stock. The issuance of preferred stock or of rights to purchase preferred stock, as well as certain provisions of the Company's Articles of Incorporation and Virginia law, could delay, discourage, hinder, or preclude an unsolicited acquisition of the Company, make it less likely that shareholders receive a premium for their shares as a result of any such attempt and adversely affect the market price of, and voting and other rights of, the holders of the Common Stock.

See "Description of Capital Stock. The Company, which was incorporated under the laws of the Commonwealth of Virginia in , is engaged in the business of computerized preparation of tax returns under the name Jackson Hewitt Tax Service. The Company's founders began operating tax preparation offices in Virginia Beach, Virginia in After operating 49 offices during the tax season, the Company changed its name to Jackson Hewitt Inc.

During , the Company acquired the right to operate tax preparation offices within Montgomery Ward stores, and in , the Company entered into an agreement with Wal-Mart to operate Jackson Hewitt offices in certain Wal-Mart stores. The Company has increased the total number of its Company-owned and franchised offices from in to 1, in , including offices in Wal-Mart stores and offices in Montgomery Ward stores in The address of the Company's principal executive office is Bonney Road, Virginia Beach, Virginia and its telephone number is The Company's Internet e-mail address is info jtax.

Shares purchased pursuant to the exercise of the Underwriters' over-allotment option will be sold by the Company and the Selling Shareholders. The net proceeds of the Offering will be used to reduce the Company's dependence on its credit facility, and for working capital, general corporate purposes, including possible expansion of Company-owned offices, and possible acquisitions of complementary businesses or product lines, although the Company has no specific agreements or plans with respect to such acquisitions.

Pending such uses, the Company intends to invest the balance of the net proceeds in short-term investment grade securities. Prior to such time there was no public market for the Common Stock. The following table sets forth certain high and low sales prices of the Common Stock. On May 27, , there were holders of record of the Common Stock.

The Company has never paid a cash dividend on its Common Stock. The declaration and payment of cash dividends on the Common Stock in the future will be subject to the discretion of the Company's Board of Directors and will depend on, among other things, the earnings, capital requirements and financial condition of the Company, and general business conditions. Future borrowings or issuances of preferred stock also may prohibit or restrict the Company's ability to pay or declare dividends.

This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Company's Consolidated Financial Statements and the Notes thereto, included elsewhere in this Prospectus. The Recapitalization Agreement provides that the Preferred Shareholders will exchange all of their Series A Stock for , shares of Common Stock in a transaction structured as a tax-free recapitalization. Pursuant to the terms of the Recapitalization Agreement, upon the completion of the transaction, the Preferred Shareholders will retain their contractual right to cause the Company's Board of Directors to recommend at least one nominee of the Preferred Shareholders as a director of the Company and the registration rights provided them upon the purchase of the Series A Stock.

The closing of the transaction is anticipated to occur on July 3, , with an effective date of June 18, The Series A Stock had been sold to three private investors in August The following table sets forth selected consolidated financial data of the Company as of and for each of the years in the five-year period ended April 30, The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and the Consolidated Financial Statements and the Notes thereto included elsewhere in this Prospectus.

The following discussions of the Company's results of operations and liquidity and capital resources should be read in conjunction with the Selected Consolidated Financial Data and the Consolidated Financial Statements of the Company and related Notes thereto appearing elsewhere in this Prospectus. Bulkeley, James G. Cannon E. Davison, Rudulph Ellis, E. Ferry, W. Frew, F. Haskell, A. Hepburn, F. Hine, T. Marston, J. Martindale, G. McGarrah, C. Norton, D. Pomeroy, William H. Porter, Seward Prosser, D.

Reid, Benjamin Strong Jr. SwinneY, G. Thorne, A. Dodge, H. Frick, J. Grace, C. McCormick, Edwin S. Marston, Samuel McRoberts, J. Palmer, M. Schiff, W. Simonson, Samuel Sloan, William D. Sloane, J. Sterling, James Stillman, James A. Stillman, J. Taylor, Moses Taylor, P. Valentine, F. Kahn, M. Schiff, J. Schiff, P. Alexander, 0. Berwind, C. Ledyard Blair, John Olaflin, P. Cravath, H. Davison, William A. Day, H. De Forest, James B. Duke, George J. Gould, Daniel Guggenheim, F. Hubbard, Adrian Iselin Jr. Jarvie, A.

Juilliard, A.

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Krech, Charles Lanier, A. Mellon, Victor Morawetz, J. Peabody, A. Ryan, J. Shedd, W. Simonson, V. Snyder, F. Vanderllp, P. Warburg, H. Carse, E. Ferry, Ernest Iselin, A. James, E. Merrill, J. Phipps, William Rockefeller, W. Roosevelt, W. Thorne, J. N Wallace, William Woodward. Hepburn, J. Hine, G. Schley, J. Waterbury, A. New York. Baker, Stephen Baker, George B.

Case, John CI;flin, E. Converse, H. Davison, E. Gary, Goelet, F. Lamont, E. Martindale, R. Peabody, D. Porter, W. Seward Prosser, D. Reid, Douglas Robinson, A. Russell, Benjamin Strong Jr. Vail, A. Blair, James 0. Colgate, R. Gary, J. Grace, B. Guinness, C. Harkness, A. James, F. Kingsley, John J. Mitchell, George W. Perkins, J. Phipps, E. Randolph, Norman B. Ream, J. Slocum, J. Sterling, James Stillman. Now York. Ledyard Blair, James A.

Blair, J. Dennis, Edgar L. Armour, J. Black, C. Boynton, William J. Chalmers, R. Dunham, A. Earling, B. Eckhardt, E. Gary, William V. Kelley, R. Lincoln, R. Osborne, E. Potter, George M. Reynolds, E. Ripley, Alexander Robertson, E. Russell, James W. Stevens, J. Talbert, C. Allerton, A. Bartlett, E. Boisot, William L. Brown, A. Carpenter, D. Cummings, James B. Forgan, James J. Hill, H. Hitchcock, Marvin Hughitt, E. Jeffrey, William J. Louderback, H. Morse, Eugene S. Pike, H. Porter, Jr. Ream, John A. Spoor, B. Sunny, William J. Watson, F. Wetmore, C.

Blair, F. Haskell, James J. Hill, Chauncey Keep, John J. Mitchell, J. Peabody, Frank G. Webster, Robert Winsor. Higginson, Gardiner M. Lane, James J. Steamship Companies. Pacific Ry ,, 7, Chi. RR 95,, 2, Del. Ry ,, 3, ,, 2, So. Pacific Co.. Northern Ry. Insurance Companies.

Life Ins. Louis St. United States Trust Co Resources. Approximated Capital Gross Income. Boston Buffalo 6, Pittsburgh 20,, ,, Philadelphia Rapid Transit Co 23,, , The table shows that J. That J. Twenty-nine directors in such insurance companies. Seventy-eight directors in such transportation companies. Forty-nine directors in such producing and trading corporations, and Sixteen directors in such public-utility corporations. In all, directors. Sixty-four directors in such transportation systems.

Forty-four directors in such producing and trading corporations, and. Fourteen directors in such public utility corporations. The following explanation relative to "directors in common" is also submitted under the head of J. Davison, William H. Porter and Thomas W. Lamont, and the two first named, together with George F. Baker, a director of the First National Bank, are voting trustees of the stock of such trust company. Lamont, and the first named and Daniel G. Reid are two of the three voting trustees of the stock of such trust company, George W.

Perkins having also been one of such voting trustees until he retired from the. Morgan, Henry P. Davison and Thomas W. Baker, Henry P. Lamont;two of whom,George F. Baker and Henry P. Davison, are voting trustees of the stock of such trust company. Davison, A. Hine, Thomas W. Lamont and C. Norton, and the first named is a voting trustee of the stock of such trust company.

That the Guaranty Trust Co. Davison, Thomas W. Lamont, Edgar L. McGarrah, William H. Porter, Daniel G. Reid and A. Wiggin, and Henry P. Davison is a voting trustee of the stock of each. That two members of. These tables are reproduced herewith cents being omitted : Dec. Life Insur. Life Tetroporn Totaltor Four Assur.

The last previous public sale of the stock was made in Oct. Stock of the Bank of New York, N. Bank of 13 New York, N. Last previous sale. The principal, witnesses before the committee during the week were J. Morgan, and Frederick Lewisohn of the banking firm of Lewisohn Bros. Morgan was on the witness stand at both the Thursday and Friday sessions of the Committee, being the only one before it on the latter day, when, with the conclusion of his examination, the Committee adjourned until January 6.

Morgan readily responded to the questions concerning his varied interests, propounded during the lengthy examination to which he was subjected. He disclaimed any knowledge of the existence of a "money trust". In his examination bearing on concentration and control the question was put to Mr. Morgan by Mr. Untemyer as to whether, assuming that he Mr. Morgan were the voting trustee for all of the great systems of railroads in the United States, it would concentrate control in him. This elicited the reply that "it would be a concentration in my hands,but the Board of Directors are the ones who control, and you do not put the same board in every company.

Morgan also stated that it was his belief "that in the infancy of a corporation, or in its incipiency, a voting trust is necessary for the protection of the property". Along this line of the investigation the questions and answers were as follows: Q. Co-operation I should favor. Competition that hurts -I do not mind it. Now, another point. This may be a sensitive subject. I do not want to talk of it. This is probably the only chance I will have to speak of it.

Without you have control you cannot do anything. Is that the reason you want to control everything? Morgan, you want to make, because I do -What I say is this, that control is a thing, parnot quite gather it? He may have -He can make a try of it? You would be. It has nothing to do with it. Morgan was also asked whether if a man controlled the credit of a country he would have control of alltoflits affairs. That, Mr. Morgan said, he might have, but he would not have the money, reiterating that "money cannot be controlled". One other declaration made by Mr. Morgan was that credit is personal and founded upon character.

On that point he said: "Credit is personal. Money can't buy credit. The first thing they want is:their record. Money is loaned on collateral, of course, but I would not lend a -The public sales of bank stocks this week aggregate 20 dollar to a man whom I could not trust, if he came to me with all the shares, of which 7 shares were sold at the Stock Exchange and Government bonds in Christendom. The transactions in trust company Mr.

Morgan also stated, in answer to a query that he had stocks, all auction sales, reach a total of 40 shares.

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He furthermore declared that he would not favor any legislation that would undertake to control speculation, which he maintained, should be allowed, provided the transactions are. During the course of the testimony Mr. Morgan stated that neither James Stillman nor George F. Baker was associated with or interested in the purchase, as it stands to-day, of the Equitable Life Assurance Society, but that there is an agreement that they will take a half-interest in it whenever he wishes them to.

Lewisohn's testimony had to do with the formation of the California Petroleum Co. The purpose of this line of inquiry, according to the daily papers, was to bring before the committee a specific illustration of how new stocks may be placed on the New York Stock Exchange and how syndicate operations are handled. Lewisohn's testimony showed that the California Petroleum Co. This, Mr. One of the sub-syndicates was formed for the United States and the other for Europe.

After these syndicate operations, Mr. Lewisohn testified, the stock was listed on the New York Stock Exchange early in October , and the making of a market for the securities was undertaken. It was shown that while the total number of shares listed was ,, the shares dealt in on the Exchange in October totaled , A statementin explanation of the profits to his own and the other twofirms in the transaction, which Mr. Lewisohn declined to give on Monday, was furnished by him on the following day.

The requirement for a statement of the indebtedness of the newspapers and information as to the average number of:copies issued is eliminated in the proposed bill, as is also the provision calling for the labeling as "advertisement" of paid reading matter. Religious publications would not be exempt under the amendment. The action:ofithe board is authorized under the following resolution, adopted by the members: Resolved, That as an experiment, we do hereby suspend the butter and egg quotation committees for a period ending March 1 , and that no official quotations be established by this board in the meantime.

Louis [VoL.. The discontinuance of the quotations was attributed in some quarters to the suit brought by the U. Government under the Anti-Trust Law, in which the board is charged with conspiring to fix prices. The evidence of the Government,it is stated, was completed before the Master in Chancery several months ago, but U.

District Attorney Wilkerson has been awaiting the presentation of the evidence of the defence. Prices will be established by the old method of receiving offers to buy and sell in the open board, as was done some years ago. Carmody holds that such commissions are in the nature of rebates and discriminations as defined in the insurance law, even though the funds paid over are used for association purposes.

Representative Broussard of Louisiana, those interested in legislation regarding the high cost of living, land credits and allied subjects are directed to study the "Louisiana plan" designed to meet existing conditions. Broussard says: The great trouble with the cost of living is that the farmer operates on a capital which has no banking value. He cannot borrow money on the farm under the national banking system, and, while he may be ever so honest, yet the value of his land does not figure if he needs aid to produce something to help augment the food supply.

He can obtain this assistance only upon his individual credit. These trust companies will be under the supervision of the State Bank Examiner, and will market Louisiana's real estate securities in the money centres of the United States and Europe by guaranteeing both principal and interest. The bank has had a pension plan under consideration for more than a year, and the result, as announced, shows that it differs in material respects from the plans previously adopted by American and foreign banks. Heretofore all the pension plans of financial institutions have included contributions by the employees as well as the bank.

In the plan announced by the National City Bank no contributions are to be made by the employees, the bank assuming the entire burden. Provision, however, is made whereby the directors of the bank may reward, by an additional annual allowance, any officer or employee who has rendered especially meritorious and valuable service to the bank.

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Retirement is to be optional at sixty years of age and compulsory at the age of 65 unless an officer or employee is requested by the board of directors to continue longer in service. The death benefits provided by the plan aro payable upon the death of an officer or clerical employee in active service or of a pensioner on the retired list.

An amount equal to two years' salary of such officer or clerical employee is to be paid to his family or dependents. Similarly, upon the death of a pensioner, twice the amount of the annual pension which ho had been receiving is to be paid to his family or dependents. Besides the pension scheme now instituted for their benefit, the employees of the National City Bank have a club called the City Bank Club.

Last June, on the occasion of the centennial anniversary of the bank, Mr. The club gives a monthly entertainment, publishes a magazine and maintains a summer home in the country. It is conducting an educational campaign among its members with classes not only for the teaching of the principles and technicalities of banking but for the study of modern languages. These courses are under the instruction of college professors and are without expense to the students.

Miller is Brooklyn Borough on the 17th inst. Pierson,of located at the company's 34th St. The institution recently obtained consent from Bank of Commerce of this city and will take up his active the State Superintendent of Banks to change its principal work with the bank on Jan. Howell has been at the place of business from Grand St. With this change the Grand Street the past eleven years. In that time he has come to be con- office becomes a branch. Frederick Behre, President of the Riverside Press of culiarly accurate information. He has had only two em- this city and a director of the Nassau Trust Co.

One was the proprietor of the country store in died on the 13th inst. He was 62 years of age. Westmoreland County, Pa. As stated sixteen of his thirty-nine years—he was born on April 3 in this department Nov. Howell has spent with the Carnegie Steel Co. Bernheimer has been elected a director of tive on Jan. Bodine, senior member of the banking firm vacancy.

Bodine, who was sixty-seven years of age, had been a heretofore. The company de- tered Fund of America. Van Dyke was elected a director of the First Na-to stockholders of record Dec. Van Dyke to the officers and employees. After the failure of his 23 Trust Co. The company is now the First Security Company also declaring an extra distri- paying the same rate as the Girard Trust Co.

It is Both are payable Dec. Adams, Assistant Cashier of the National to holders of record Dec. Bank of Baltimore at Baltimore, has been elected a Vice—The International Bank of this city, in declaring the semi-annual dividend to be paid Dec. John H. Adams will paid at each half-yearly period heretofore. Paul and Lexington streets.

The capital is to be raised from of their yearly salaries. The Comptroller of the Currency has approved the quarterly holders of record Dec. Richards has been elected Secretary of the effect Jan. Seymour,President, and J. Frost's election to his Vice-President, of the Manufacturers' National Bank of new post was referred to in our issue of Nov. RichBrooklyn; William K. Before becoming associated with the Terminal Co. Hine, son of Francis L. Meyer, son of the late Cord Meyer. Louis, died on the 8th inst. With Albert Kelley, Mr. Little was a former President of the St.

Louis Stock Exchange. He was 63 years of age. It is stated that Mr. He will be a large stockholder in the institution, whose control was recently acquired by George B. Hippee and Simon Casady, to which reference was made in our issue of Aug. Hillis, resigned. The new capital is to be paid for out of the undivided profits of the bank, each shareholder being given two-thirds of a share extra for every share held at present.

The stockholders are to authorize the issuance of the new stock at the annual meeting on Jan. This institution is now under the management of Ralph S. The dividend is payable on Feb. The stockholders of the Bank of New Brunswick ratified the merger proceedings at a meeting on the 9th inst. The plan of the purchase was set forth in our issue of Oct.

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