Back to GetFilings.com



Table of Contents



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 December 31, 2003

Commission File Number: 333-50117

AMERICAN LAWYER MEDIA, INC.

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
  13-3980414
(I.R.S. Employer Identification Number)
incorporation or organization)    
     
345 Park Avenue South   10010
New York, New York   (Zip Code)
(Address of principal executive offices)    

Registrant’s telephone number, including area code: (212) 779-9200
Securities registered pursuant to Section 12(
b) of the Act: None
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. [  ]

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

     Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

     As of March 23, 2004, 100 shares of Common Stock, par value $.01 per share, were outstanding, all of which were held by American Lawyer Media Holdings, Inc.

Documents Incorporated by Reference
See Exhibit Index



 


TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Markets
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
PART III
Item 10. Directors, Executive Officers and Key Employees of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Account Fees and Services
PART IV
Item 15. Financial Statement Schedules, Reports on Form 8-K and Exhibits
Report of Independent Auditors
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
VALUATION AND QUALIFYING ACCOUNTS
SUPPLEMENTAL INDENTURE
PURCHASE AGREEMENT
THIRD AMENDMENT TO THE CREDIT AGREEMENT
ASSET PURCHASE AGREEMENT
AMENDED AND RESTATED OPERATING AGREEMENT
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
CODE OF ETHICS
LIST OF SUBSIDIARIES
CERTIFICATION OF CEO
CERTIFICATION OF CFO
CERTIFICATION OF CEO AND CFO
PRESS RELEASE


Table of Contents


Table of Contents

EXPLANATORY NOTE

          American Lawyer Media, Inc. (the “Company”) is not currently required to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not currently an “issuer” within the meaning of the Sarbanes-Oxley Act of 2002. The Company is filing this annual report on Form 10-K pursuant to a covenant contained in the Indenture dated December 22, 1997 between the Company and The Bank of New York, as Trustee, governing the Company’s 9 3/4 % Senior Notes due 2007.

2


Table of Contents

PART I

Item 1. Business

     Unless the context otherwise requires: (i) “we,” “us,” “our” or “ALM” refers to American Lawyer Media, Inc. and its subsidiaries; and (ii) “Holdings” refers to American Lawyer Media Holdings, Inc., which is our parent. References herein to our estimated circulation include total paid and free circulation for all of our periodicals. References herein to readership include estimated circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications.

     This report contains forward-looking statements. Such statements are based upon the beliefs and assumptions of, and on information available to, our management at the time such statements are made. The following are or may constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate” or “continue” or the negative or other variations thereof and (ii) statements regarding matters that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties, including, without limitation, (i) general economic conditions and developments in the legal services industry or the publishing industry, (ii) product demand and pricing, (iii) the success of new initiatives, (iv) increased competition with respect to services we provide and for advertising and subscription revenue, and (v) sufficiency of cash flow to fund our operations.

Company Overview

     We are a leading integrated media company focused on providing content and information-related-services to the legal industry. We publish: national and regional periodicals and newspapers with both general and specialized legal content; books, including hardcover treatises and hard- and soft-cover trade books on a broad array of legal topics; newsletters that cover specialized legal practice areas; and directories used by legal professionals. Online, our web site, www.law.com and its linked web sites, provide legal professionals practice information, classified advertising, continuing legal education (“CLE”) and access to our publications. Our VerdictSearch® division is a leading source for news and research on verdicts and settlements. Our research division publishes custom and standardized business reports on major law firms and industry trends. Under the LegalTech® and other trade names, we produce conferences and tradeshows relating to law practice technology and seminars for lawyers and professionals in related fields.

     Our products and services include:

    National publications, consisting principally of such nationally-recognized periodicals as The American Lawyer, a monthly magazine containing articles and features targeted to attorneys practicing in large law firms, Corporate Counsel, a leading magazine for corporate in-house attorneys, The National Law Journal, a national weekly legal newspaper, which covers the law, lawyers and litigation, as well as Law Technology News and AmLaw Tech, two leading legal technology magazines, IP Law & Business, a leading specialty magazine focusing on intellectual property, Law Firm Inc., a magazine detailing the management of large law firms, and D&O Advisor, a magazine advising on corporate governance issues.

    Regional publications, consisting principally of the New York Law Journal, a daily publication with one of the largest paid circulations of regional legal newspapers in the United States, six other daily newspapers serving Atlanta, Philadelphia, San Francisco, Miami, Fort Lauderdale and Palm Beach, and seven weekly regional newspapers serving New Jersey, Massachusetts, Delaware, Texas, Washington, D.C., Connecticut and Pennsylvania. In addition, our regional offices also publish various practice area supplements as well as magazines for general counsel, such as GC Mid-Atlantic, GC New England, GC South and In-House Texas.

    Books and directories, consisting principally of hardcover treatises, updated regularly, on a broad array of legal topics published by our Law Journal Press imprint, soft- and hardcover trade books on general legal subjects, published by our ALM Publishing imprint, and 8 regional and two national Directories of Expert Witnesses and Consultants as well as directories of law firms and corporate counsel.

    Newsletters, consisting principally of 25 monthly newsletters covering specialized legal practice areas.

    LegalTech® and seminars division, consisting principally of conferences and tradeshows relating to law practice technology and law practice management, as well as seminars for lawyers and professionals in related fields.

    VerdictSearch® division, consisting principally of national, regional, and practice-area-specific verdicts and settlements newsletters, a searchable online database of verdict and settlement research, and a live, telephone, person-to-person

3


Table of Contents

      research group that fields more than 12,000 requests annually for verdict, settlement and expert witness research.

    Research division, consisting principally of LegalMarketInfoTM, which is custom and standardized business reports on major law firms and industry trends.

    Law.com network, consisting principally of www.law.com and linked web sites, delivering online legal news and information and including an on-line training program which allows attorneys to receive CLE credit.

     We derive our revenues principally from advertising and subscriptions, with additional revenues generated from ancillary products and services, which include our VerdictSearch newsletters, books, research, trade shows and seminars division. For the twelve months ended December 31, 2003, approximately 56% of our revenues were from advertising, 18% were from subscriptions and 26% were from ancillary products and services.

Products and Services

     National publications. The American Lawyer anchors our national magazine portfolio. Founded in 1979, The American Lawyer is a glossy magazine that features stories on the strategies, successes, failures and personalities of the most important figures in the legal world. The target audience for the publication is attorneys practicing in large law firms and corporate legal departments across the United States. The American Lawyer has been the winner of National Magazine awards granted by the American Society of Magazine Editors four times, and has been nominated for 22 such awards since its founding. In addition, in 2003 The American Lawyer won two Jesse H. Neal National Business Journalism Awards and was a finalist in a third category and our Editorial Director, Aric Press, was awarded the McAllister Editorial Fellowship.

     Our other national publications focus on specific practice areas or segments within the legal profession and certain topics applicable to the business of law. Our specialty legal magazines include Corporate Counsel, one of the nation’s most widely circulated magazines focused on issues of importance to in-house lawyers at large and mid-size corporations, and IP Law & Business, which covers developments in intellectual property law. We publish The National Law Journal, a national weekly legal newspaper in the United States. We also publish two leading technology magazines targeted to the legal community, AmLaw Tech and Law Technology News, which focus on information technology and its applications to the practice of law. AmLaw Tech is targeted toward partners at law firms with purchase-making authority and is distributed for free to all readers of The American Lawyer, while Law Technology News is targeted toward attorneys and information services departments in law offices. We also publish L magazine, a law and lifestyle publication for law students, D&O Advisor, a quarterly magazine for corporate directors and officers focusing on corporate governance and legal risk management issues, and Law Firm Inc., a quarterly magazine that addresses the business issues involved in managing large law firms.

     The following is a list of our national publications:

National Publications

                         
                    Estimated
    Year of       Total   Total
Title
  Founding
  Frequency
  Circulation(1)
  Readership(2)
The American Lawyer
  1979   Monthly     17,000       136,000  
AmLaw Tech
  1996   Quarterly     17,000       136,000 (3)
Corporate Counsel
  1994   Monthly     30,000       60,000 (4)
D&O Advisor
  2003   Quarterly     15,000       15,000  
IP Law & Business
  1995   Monthly     20,000       40,000 (4)
L
  1999   2 times per year     12,000       24,000 (4)
Law Firm Inc.
  2003   Quarterly     20,000       20,000  
Law Technology News
  1993   14 times per year     43,000       86,000 (4)
Minority Law Journal
  1997   2 times per year     20,000       40,000 (4)
The National Law Journal
  1979   Weekly     22,500       94,500  


(1)   References in the table above to our total circulation include total paid and free circulation.
 
(2)   References in the table above to our estimated total readership include total circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications.
 
(3)   AmLaw Tech is distributed for free to subscribers of The American Lawyer.
 
(4)   These magazines are distributed primarily free of charge. For these publications, we assume only two readers per copy.

     Regional publications. Our regional publications are primarily newspapers and provide news, features, analysis and commentary about the world of law and advocacy. Feature articles and stories covering the local, state and federal courts and law firms are

4


Table of Contents

supplemented by reports and analyses of cutting-edge legal issues. We are committed to providing high quality and balanced coverage of our local markets. Most of our newspapers serve as the newspaper of record for their respective legal markets. Lawyers look to the newspapers for reports on local court rulings and opinions, as well as information regarding local court dockets.

     As of December 31, 2003, we published sixteen daily and weekly regional newspapers including the New York Law Journal, which has one of the largest paid circulations of any regional legal newspapers in the United States. In the aggregate, our newspapers serve ten state markets, including New York, New Jersey, Pennsylvania, Delaware, Georgia, Florida, Texas, California, Massachusetts and Connecticut, and the District of Columbia, covering approximately 50% of all active attorneys in the United States. Each of our regional newspapers has a significant presence in its respective market. Our regional newspapers also publish a wide range of supplements on various practice specialties. In addition, our regions also publish local magazines, such as the New York Law Journal Magazine, a law and lifestyle publication geared to lawyers in the New York metropolitan area that is primarily distributed with the New York Law Journal. We also publish four publications for in-house attorneys and chief legal officers, GC New England, GC Mid-Atlantic, GC South and In-House Texas, which focus on issues of interest to the region’s corporate counsel.

     The following table sets forth information regarding our regional publications:

Regional Publications

                                 
                            Estimated
        Year of           Total   Total
Title
  Market
  Founding
  Frequency
  Circulation(1)
  Readership(2)
Broward Daily Business Review
  South Florida   1965   Daily     2,637       8,597  
Delaware Law Weekly
  Delaware   1998   Weekly     372       775  
Florida Lawyer
  Florida   2000   Monthly     13,500       27,000  
Fulton County Daily Report
  Georgia   1890   Daily     5,848       22,848  
GC Mid-Atlantic
  Pennsylvania,   2003   Quarterly     15,000       15,000  
 
  Delaware and                            
 
  Southern New Jersey                            
GC New England
  New England   2003   Quarterly     7,540       8,000  
GC South
  Georgia, North   2003   Quarterly     5,632       11,264  
 
  Carolina, South                            
 
  Carolina, Tennessee,                            
 
  Virginia, Alabama                            
 
  and North Florida                            
In-House Texas
  Texas   1999   Monthly     8,985       55,000  
Legal Times
  Washington, D.C.   1978   Weekly     9,200       74,000  
Miami Daily Business Review
  South Florida   1926   Daily     4,886       15,927  
New Jersey Law Journal
  New Jersey   1878   Weekly     9,701       44,000  
New York Law Journal
  New York   1888   Daily     14,000       112,000  
New York Law Journal Magazine
  New York   2000   Quarterly     20,000       110,000  
Palm Beach Daily Business Review
  South Florida   1978   Daily     1,821       5,936  
Pennsylvania Law Weekly
  Pennsylvania   1977   Weekly     2,493       12,465  
Texas Lawyer
  Texas   1985   Weekly     6,985       55,000  
The Connecticut Financial Tribune
  Connecticut   2002   Monthly     2,300       4,000  
The Connecticut Law Tribune
  Connecticut   1975   Weekly     2,623       15,000  
The Connecticut Tech Tribune
  Connecticut   2001   Monthly     5,009       10,000  
The Legal Intelligencer
  Pennsylvania   1843   Daily     3,030       18,180  
The Recorder
  Northern California   1876   Daily     5,800       29,000  
Western Massachusetts Law Tribune
  Western   2000   Monthly     1,447       4,200  
 
  Massachusetts                            

(1)   References in the table above to our total circulation include total paid and free circulation.
 
(2)   References in the table above to our estimated total readership include total circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications.

     Books. We currently publish over 150 books on a broad array of legal topics. These books generally focus on practical legal subjects that arise in the daily professional lives of lawyers. Most of our treatises are updated once or twice per year with inserts to keep the material current. We focus on publishing treatises that cover particularly dynamic areas of law that lend themselves to frequent supplementation.

     We also publish soft-cover and hard-cover trade books under the ALM Publishing imprint. As of December 2003, there are

5


Table of Contents

fourteen titles in this line. These books focus on general legal subjects and contain practical guidance for attorneys, business professionals and business students that does not need to be updated regularly. These books are distributed through us as well as through traditional bookstores.

     We usually develop the concept for a new book and then solicit an author to write the text. However, in certain cases, we have received unsolicited manuscripts which we have ultimately published. Authors who have written books for us include prominent attorneys and judges such as Martin Lipton, Judge Jed Rakoff, James Freund, Henry Miller and James Goodale. The following sets forth our current offering of books:

Books

     
State and Local Subjects
 
 
Assigned Judges Bench Book (TX)
 
Connecticut Labor & Employment Law, 2nd Edition
2002 Dallas County Bench Book (TX)
 
Connecticut Appellate Practice and Procedure, 3rd Edition
Duty to Defend, An Insurance Guide (TX)
 
Connecticut Summary Process Manual, 3rd Edition
2002 Harris County Bench Book (TX)
 
The Truths of Justice (CT)
2003 Harris County Bench Book Supplement (TX)
 
The 12 Minute MBA (CT)
Marketing and Maintaining a Family Law Mediation Practice (TX)
 
The Legal Marketers’ Deskbook (CT)
Negotiation: Strategies for Law and Business (TX)
 
The Connecticut Criminal Caselaw Handbook
2003 Pronske’s Texas Bankruptcy, Annotated
 
Connecticut Foreclosures
Tarrant County Bench Book (TX)
 
New York County Bench Book 2000 (NY)
2003 Texas Courthouse Guide
 
Insurance Bad Faith in Pennsylvania
2003 – 04 Texas Criminal Codes and Rules, Annotated
 
Pennsylvania Court Rules
Texas Legal Malpractice and Lawyer Discipline
 
Pennsylvania District and County Reports
Texas Legal Research: An Essential Lawyering Skill
 
2002 Allegheny County Court Rules (PA)
Texas Personal Automobile Insurance Policy, Annotated
 
2002 Bucks County Court Rules (PA)
Travis County Bench Book (TX)
 
2002 Chester County Court Rules (PA)
West Texas Bench Book
 
2002 Delaware County Court Rules (PA)
Georgia Bench Book
 
2002 Montgomery County Court Rules (PA)
Encyclopedia of New Jersey Causes of Action
 
2003 Orphan’s Court Rules (PA)
New Jersey Brownfields Law
 
2003 Pennsylvania Tax Handbook (PA)
New Jersey Business Litigation
 
2003 Philadelphia County Court Rules (PA)
New Jersey Employment Law
 
2003 Westmoreland County Court Rules (PA)
New Jersey Federal Civil Procedure
 
2003 Lancaster/Berks Counties Court Rules (PA)
New Jersey Insurance Law
 
Pennsylvania Legal Research Handbook
New Jersey Product Liability Law
 
Paralegal Research in Pennsylvania
New Jersey Foreclosure Law & Practice
 
Res Ipsa Jocular (CA)
New Jersey Forms of Civil Pleading
 
A Criminal Waste of Time (CA)
Employment Law for New Jersey Businesses
 
San Francisco County Court Rules (CA)
New Jersey Law of Personal Injury with the Model Jury Charges
 
Alameda County Court Rules (CA)
New Jersey Forms for Business Litigation
 
Contra Costa County Court Rules (CA)
Legal Handbooks for Business (NJ)
 
Marin County Court Rules (CA)
2004 New Jersey Tax Handbook
 
Bench Book of Judicial Profiles for San Francisco Superior Court (CA)
 
 
 
National Subjects
 
 
A Practical Guide to Equal Employment Opportunity
 
Intellectual Property and Computer Crimes
A Practical Guide to the Occupational Safety and Health Act
 
Intellectual Property Law: Damages and Remedies
Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act
 
Intellectual Property Licensing: Forms and Analysis
Advanced Private Equity Term Sheets and Series A Documents
 
Internet and Online Law
All About Cable
 
Internet and Online Privacy: A Legal and Business Guide
Alternative Dispute Resolution in the Work Place
 
Knowledge Management for the Smarter Lawyer
Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions
 
Law Firm Accounting and Financial Management
Antitrust Basics
 
Law Firm Partnership Agreements
Antitrust: An Economic Approach
 
Lawyering: A Realistic Approach to Legal Practice
Arbitration: Essential Concepts
 
Legal Research and Law Library Management
Biz Dev 3.0: Changing Business As We Know It
 
Lender Liability and Banking Litigation
Business Immigration Law: Strategies for Employing Foreign National
 
Licensing of Intellectual Property
Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock
 
Limited Liability Companies and Limited Liability Partnerships
Changing the Situs of a Trust
 
Marketing the Law Firm: Business Development Techniques
Class Actions: The Law of 50 States
 
Maximizing Law Firm Profitability: Hiring, Training and Developing Productive Lawyers
Communications Law and Practice
 
Merit Systems Protection Board: Rights and Remedies
Computer Law: Drafting and Negotiating Forms and Agreements
 
Modern Visual Evidence
Consumer Financial Services
 
Multidisciplinary Practices and Partnerships: Lawyers, Consultants & Clients
Corporate Internal Investigations
 
Multimedia Law: Forms and Analysis
Corporate Privileges and Confidential Information
 
Negotiated Acquisitions of Companies, Subsidiaries and Divisions
Corporate Sentencing Guidelines: Compliance and Mitigation
 
Negotiating and Drafting Contract Boilerplate
Courtroom Psychology and Trial Advocacy
 
Negotiating and Drafting Office Leases

6


Table of Contents

     
Cyber Law: Intellectual Property in the Digital Millennium
 
On Trial: Lessons from a Lifetime in the Courtroom
Directors and Officers Liability: Prevention, Insurance & Indemnification
 
Partnership and Joint Venture Agreements
Divorce, Separation and the Distribution of Property
 
Private Equity Funds: Business Structure & Operations
Doing Business on the Internet: Forms and Analysis
 
Private Real Estate Syndications
Due Diligence in Business Transactions
 
Product Liability
E-Commerce Financial Products and Services
 
Product Liability: Winning Strategies and Techniques
Education Law
 
Products Liability: Recreation and Sports Equipment
Employee Benefits Law: ERISA and Beyond
 
Public Companies
Employment Litigation
 
Raoul Felder’s Encyclopedia of Matrimonial Clauses
Environmental Enforcement: Civil and Criminal
 
Real Estate Financing
Environmental Law Lexicon
 
Reorganizations under Chapter 11 of the Bankruptcy Code
Environmental Regulation of Real Property
 
Representing High-Tech Companies
Estate Planning
 
RICO: Civil and Criminal, Law and Strategy
Executive Compensation
 
Savings Institutions: Mergers, Acquisitions and Conversions
Executive Stock Options and Stock Appreciation Rights
 
Securities Practice and Electronic Technology
Federal Bank Holding Company Law
 
Securities Regulation: Liabilities and Remedies
Federal Taxation of Intellectual Property Transfers
 
Securitizations: Legal and Regulatory Issues
Federal Tax Litigation
 
Sex Discrimination and Sexual Harassment in the Work Place
Federal Taxation of Real Estate
 
Shareholder Derivative Litigation: Besieging the Board
Federal Taxation of S Corporations
 
Shopping Center and Store Leases
Federal Trade Commission: Law, Practice and Procedure
 
Start-Up and Emerging Companies: Planning, Financing and Operating the Successful Business
Ferrara on Insider Trading and The Wall
 
State Antitrust Law
Franchising: Realities and Remedies
 
Structured Settlements and Periodic Payment Judgments
Franchising: Realities and Remedies Forms Volume
 
Takeovers and Freezeouts
Full Disclosure: The New Lawyers Must-Read Career Guide
 
Tax Aspects of Divorce and Separation
Fund Governance: Legal Duties of Investment Company Directors
 
The Contingent Workforce: Business and Legal Strategies
Game, Set, Match: Winning the Negotiations Game
 
The Essential Guide to the Best (and Worst) Legal Sites on the Web
Gender On Trial: Sexual Stereotypes and work/Life Balance in the Legal Workplace
 
The Internet and Dispute Resolution: Untangling the Web
Going Private
 
The Law and Practice of Secured Transactions: Working with Article 9
Going Public in Good Times and Bad: A Legal and Business Guide
 
The Practice of Law School: Getting In and Making the Most of Your Legal Education
Grand Jury Practice
 
The Preparation and Trial of Medical Malpractice Cases
Ground Leases and Land Acquisition Contracts
 
Trade Secrets
Health Care Fraud: Enforcement and Compliance
 
Travel Law
Healthcare Care Benefits Law
 
Use of Statistics in Equal Employment Opportunity Litigation
Hospital Liability
 
White Collar Crime: Business and Regulatory Offenses
“I’d Rather Do It Myself”: How to Set Up Your Own Law Firm
 
Winning Attorney’s Fees from the U.S. Government
Inside/Outside: How Businesses Buy Legal Services
 
 
Insurance Coverage Disputes
 
 
Intellectual Property Law: Commercial, Creative and Industrial Property
 
 

     Directories. The Expert Witness and Consultants Division consists of eight regional editions and two national editions, as well as a comprehensive website, www.nljexperts.com, which is the nation’s premier online expert witness directory. These directories are the most comprehensive, useful and recognized resources containing critical information about expert witnesses and consultants, such as resumes/curriculum vitae, areas of expertise, education, professional affiliations, and a brief profile of each expert. Among the division’s publications, with varying frequencies and circulations ranging from 10,000 to 20,000, are the following:

 
Directory of Expert Witnesses & Consultants: Midwestern Edition
Directory of Expert Witnesses & Consultants: Mid-Atlantic Edition
Directory of Expert Witnesses & Consultants: Southwestern Edition
Directory of Expert Witnesses & Consultants: Southeastern Edition
Directory of Expert Witnesses & Consultants: New England Edition
Directory of Expert Witnesses & Consultants: New York Edition
Directory of Expert Witnesses & Consultants: New Jersey Edition
Directory of Expert Witnesses & Consultants: Western Edition (a/k/a Legal Expert Pages)
Directory of Expert Witnesses & Consultants: National Medical Edition
Directory of Expert Witnesses & Consultants: National Intellectual Property Edition

     We also publish a range of directories with information on corporate counsel, attorneys in law firms and technology resources. Our directories include the New York Law Journal Directory of Corporate Counsel for New York, the Minority Law Journal’s Directory of Minority Attorneys, the Law Technology News’ Resource Guide, the Daily Business Review’s Florida Corporate Counsel Pro-Link, The American Lawyer’s Litigator’s Pocket Guide and Corporate Counsel’s Directory of In-House Law Departments at the Top 250 Companies.

     Newsletters. Our newsletter division publishes 25 monthly newsletters that cover specialized legal practice areas. Circulation for our newsletters ranges from approximately 125 to 1,000, with an average circulation of over 550. The total number of paid subscribers for all newsletters was approximately 9,000 as of December 31, 2003. The following table sets forth our newsletters as of December 31, 2003:

7


Table of Contents

     
Accounting and Financial Planning for Law Firms
  Legal Tech
The Bankruptcy Strategist
  Marketing the Law Firm
Commercial Leasing Law & Strategy
  Business Crimes Bulletin
The Corporate Counselor
  The Matrimonial Strategist
Employment Law Strategist
  Medical Malpractice Law & Strategy
Entertainment Law & Finance
  New York Employment Law & Practice
Equipment Leasing
  New York Family Law Monthly
E-Commerce Law & Strategy
  New York Real Estate Law Reporter
Insurance Coverage Law Bulletin
  Patent Strategy & Management
The Intellectual Property Law Strategist
  Pharmaceutical & Medical Device Laws Bulletin
The Internet Newsletter
  Product Liability Law & Strategy
Law Firm Partnership & Benefits Report
  Start-Up & Emerging Companies Strategist
LJN’s Franchising Business & Law Alert
   

     Trade Shows and Seminars. Under the LegalTech® trade name, we produce conferences and exhibitions relating to law practice technology in New York and Los Angeles.. The conferences are generally two-day events that include vendor exhibits, a Continuing Legal Education (“CLE”) conference program, and a variety of workshops and focus sessions. Attendees typically include attorneys in private practice, corporate counsel, law firm administrators, managing partners, litigation support and information technology personnel, while exhibitors include a variety of software, hardware, publishing and other technology product related companies. We conduct a number of seminars for lawyers and other professionals in related fields. Our seminars complement our other products and services both by serving as powerful marketing vehicles for our existing books and newsletters, and by generating ideas for new seminars, books and newsletters. Seminars also introduce us to lawyers who may subsequently write articles or books for us. The following table sets forth our seminars and trade shows held in 2003:

     
Trade Shows   Seminars
LegalTech New York
  Focus Europe
LegalTech Los Angeles
  General Counsel Conference (New York and San Diego)
LegalTech San Francisco
  Doing Business in China
LegalTech Chicago
  Negotiating the Modern Lease
LegalSpace
   

     VerdictSearch® division. VerdictSearch is the nation’s leading publisher of verdict and settlement news and research. VerdictSearch has 3 primary products and services: VerdictSearch publications, which include 12 weekly and monthly newsletters, 7 books and 3 indexes with circulations ranging up to 1,600 paid subscribers, VerdictSearch’s research group, a legal research service that fields over 12,000 requests for research per year, and VerdictSearch.com, a vast, searchable online database of almost 100,000 detailed case reports from around the nation. Verdict Search’s products are:

     
VerdictSearch Newsletters   VerdictSearch Books                  
VerdictSearch California
  New York Civil Motion Citator
VerdictSearch Employment Law
  New York Criminal Motion Citator
VerdictSearch Florida
  New York Matrimonial Case Citator
VerdictSearch Illinois
  New York Tort Citator
VerdictSearch Medical Malpractice
  O’Brien’s Evaluator
VerdictSearch National
  VerdictSearch Products Liability Evaluator
VerdictSearch New Jersey
  VerdictSearch Top 100
VerdictSearch New York
  VerdictSearch Indexes
VerdictSearch New York Judicial Review of Damages
  California Semi-Annual Index
VerdictSearch Pennsylvania
  New York Semi-Annual Index
VerdictSearch Products Liability
  Texas Semi-Annual Index
VerdictSearch Texas
   

     Research division. Our research division’s first effort, LegalMarketInfoTM (www.legalmarketinfo.com), addresses the market research needs of legal business professionals. Products and services include databases of our past and current American Lawyer Media surveys, business reports about major law firms as well as benchmarking reports and custom research.

     Law.com network. Our Law.com network of Web sites (www.law.com) provides direct access to the nation’s foremost legal

8


Table of Contents

news and information resources. Law.com connects legal professionals to more than 20 award-winning national and regional legal publications online. Through Law.com’s linked information site, legal professionals can subscribe to online products tailored to their practice specialties, participate in accredited training, conduct national job searches on Lawjobs.com, access VerdictSearch.com, the nation’s most current verdict and settlement database, identify expert witnesses and use LawCatalog.com to purchase research and publications.

Printing and Distribution

     Layouts for our publications are prepared in-house, while our printing and distribution activities are all outsourced.

Competition

     We compete for advertising and subscription revenues with publishers of special-interest legal newspapers and magazines with similar editorial content as well as web sites with comparable content. However, in most of our markets, our newspaper is the only newspaper focused on serving the legal community. We also compete for advertising revenues with other national legal publications, as well as general-interest magazines and other forms of media, including broadcast and cable television, radio, direct marketing and electronic media. Factors that may affect competition for advertisers include effective costs of such advertising compared to other forms of media, and the size and characteristics of the readership of our publications. We also face significant competition from other legal publishers and legal service providers in all media.

Intellectual Property

     We, through our wholly-owned intellectual property subsidiary, ALM Properties, Inc., own a number of registered and unregistered trademarks for use in connection with our business, including trademarks in the titles of our major periodicals such as The American Lawyer, Corporate Counsel, The National Law Journal and New York Law Journal. Provided that trademarks remain in continuous use in connection with similar goods or services, their term can be perpetual, subject, with respect to registered trademarks, to the timely renewal of such registrations with the United States Patent and Trademark Office.

     We approach copyright ownership with respect to our publications in the same manner as is generally customary within the publishing industry. Consequently, we own the copyright to all of our newspapers, magazines and newsletters, as compilations, and also own the copyright to almost all of our books. With respect to the specific articles in our publications, we generally obtain the assignment of all rights, title and interest in original materials created by our full-time journalists and editors as well as by paid and unpaid contributors. For articles authored by outside contributors, we obtain either all rights, title and interest in the article or the exclusive “first-time publication” and non-exclusive republication rights. Judicial opinions, court schedules and docketing information are provided to us directly by the courts, on a non-exclusive basis, and are public information.

     We license the content of certain of our publications to third parties, including West Company and Lexis/Nexis, on a non-exclusive basis, for republication and dissemination on electronic databases marketed by the licensees. The current West Company and Lexis/Nexis licenses expire in December 2004 and April 2006, respectively, and automatically renew, subject to either party’s right to terminate at the end of each subsequent term.

     Some of our products, such as the Daily Decision Service and PICS, which offer subscribers faxed copies on request of both published and unpublished state and federal court opinions for New Jersey and Pennsylvania, respectively, utilize the extensive databases of court decisions compiled by us. We also have extensive subscriber and other customer databases which we believe would be extremely difficult to replicate. We attempt to protect these databases and lists as trade secrets by restricting access thereto and/or by the use of non-disclosure agreements. There can be no assurance, however, that the means taken to protect the confidentiality of these items will be sufficient, or that others will not independently develop similar databases and customer lists.

Employees and Labor Relations

     As of December 31, 2003, we employed approximately 777 full-time and part-time employees. Of these employees, a total of 31 are represented by the New York Typographical Union No. 6, CWA Local 14156, AFL-CIO (the “Union”), in two separate bargaining units. The New York Law Journal is currently a party to two separate collective bargaining agreements governing many of the terms and conditions of employment of these employees. Subject to the following, we believe that our relations with our employees are satisfactory.

9


Table of Contents

     On May 21, 2001, based on the results of a secret-ballot election held on May 11, 2001, the National Labor Relations Board (the “NLRB”) certified the Union as the exclusive representative of a unit of certain of our editorial and advertising production department employees at the New York Law Journal. Negotiations over the terms of a collective bargaining agreement took place throughout 2002 and 2003. On August 15, 2003, the parties reached a mutually acceptable agreement that established the terms and conditions of employment for these employees until July 31, 2006. The agreement also resolved an outstanding unfair labor practice charge before the National Labor Relations Board, which was withdrawn by the Union as part of the agreement.

Significant Transactions

     On February 27, 2003, Holdings entered into a waiver and consent with the holders of the 12¼% Senior Discount Notes due 2008 (the “Discount Notes”) which provides for the waiver of cash payment by Holdings of semi-annual interest that was to begin in June 2003. The Discount Notes will now become “cash-pay” in December 2004, with the first interest payment due on June 15, 2005. The Discount Notes will continue to accrete until December 2004, at which time the aggregate principal amount of the Discount Notes will be $80,260,705. Beginning on December 15, 2004, cash interest on the Discount Notes will accrue at the rate of 12.25% per annum. As of March 23, 2004, Bruce Wasserstein, chairman of the board of directors of us and Holdings, and certain of his affiliates own approximately 48.9% of the Discount Notes. In addition, as of March 23, 2004, Bruce Wasserstein and certain affiliates own approximately 4.2% of the $175 million 9 3/4% Senior Notes due 2007 issued by us.

     On February 27, 2003, the credit agreement for our revolving credit facility with GE Corporate Finance (the “GECC Facility”) was amended to modify the covenants relating to the total leverage ratio, interest coverage ratio and fixed charge ratio until December 2004. These covenants now provide alternative compliance levels and associated incremental interest rates. In addition, the revolving credit agreement for the GECC Facility was amended to allow for the Discount Note transaction described above.

     On December 31, 2003, our wholly-owned subsidiary, The New York Law Publishing Company, acquired the assets, certain liabilities and the business of delivering electronic court calendar information via a product called MA3000 (“MA3000”) from RealLegal, LLC. The purchase price for this acquisition, including direct acquisition costs, totaled $2.2 million. With this acquisition, we recorded $2.7 million of goodwill and $1.3 million of intangibles. We and RealLegal share substantially all of the same common stockholders. The purchase price was determined based on an independent third party valuation undertaken in 2003.

Item 2.  Properties

     We operate from various locations throughout the United States. Our corporate headquarters are based in New York. Information relating to our corporate headquarters and other regional offices which are owned or leased is set forth in the following table:

                 
Street Address
  City/State
  Square Footage
  Lease Expiration
800 Wilshire Blvd.
  Los Angeles, CA     2,624     April 2004
15950 Bernardo Center Drive
  San Diego, CA     3,620     May 2006
10 United Nations Plaza
  San Francisco, CA     14,632     Sept. 2009
153 Kearny Street
  San Francisco, CA     20,076     Oct. 2006
199-203 Ann Street
  Hartford, CT     5,285     Sept. 2005
1730 M Street, N.W.
  Washington, DC     12,497     Aug. 2012
633 South Andrews Avenue
  Fort Lauderdale, FL     3,432     Jan. 2006
1 S.E. Third Avenue
  Miami, FL     17,172     April 2013
324 Datura Place
  W. Palm Beach, FL     2,211     Dec. 2008
190 Pryor Street, S.W.
  Atlanta, GA     20,000     Owned
238 Mulberry Street
  Newark, NJ     7,022     Dec. 2006
29 Elk Street
  Albany, NY     200     Dec. 2008
128 Carleton Avenue
  East Islip, NY     1,421     May 2005
4 Wall Street
  East Islip, NY     500     May 2005
105 Madison Avenue
  New York, NY     37,500     Sept. 2008
345 Park Avenue South
  New York, NY     66,000     Sept. 2008
1140 Broadway
  New York, NY     8,500     Aug. 2010
1617 JFK Blvd.
  Philadelphia, PA     13,783     Oct. 2009
1010 Brazos
  Austin, TX     1,300     June 2004
1412 Main Street
  Dallas, TX     7,123     April 2013
7000 Regency Square, Suites 242-243
  Houston, TX     3,000     June 2004
107-111 Fleet Street
  London, UK     1,200     Dec. 2004

Item 3.  Legal Proceedings

     We are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any

10


Table of Contents

of the matters in which we are currently involved will have a material adverse effect on our financial condition or on the results of our operations.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

PART II

Item 5.  Market for Registrant’s Common Equity and Related Stockholder Markets

     We are a wholly-owned subsidiary of American Lawyer Media Holdings, Inc. There is no public trading market for our common stock.

     We have never paid any cash dividends on our common stock.

11


Table of Contents

Item 6.  Selected Financial Data

     The following table presents selected historical financial information for us, as of and for the years ended December 31, 1999, 2000, 2001, 2002 and 2003. Our financial data for the years ended December 31, 1999, 2000 and 2001 were derived from financial statements audited by Arthur Andersen LLP. Our financial data for the years ended December 31, 2002 and 2003 were derived from financial statements audited by Ernst & Young LLP. The selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto included elsewhere in this Form 10-K. See “Index to Financial Statements.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(In thousands)

                                         
    Year Ended December 31,
    1999
  2000
  2001
  2002
  2003
Operating Data(2):
                                       
Revenues:
                                       
Periodicals:
                                       
Advertising
  $ 76,564     $ 88,230     $ 85,206     $ 76,702     $ 76,682  
Subscription
    24,128       23,407       23,248       23,787       24,742  
Ancillary products and services
    31,800       42,876       37,379       32,460       34,850  
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    132,492       154,513       145,833       132,949       136,274